Form 8-K

8-K — STONERIDGE INC

Accession: 0001043337-26-000061

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001043337

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — sri-20260603.htm (Primary)

EX-10.1 (sri-202663xxexx101offerlet.htm)

EX-99.1 (sri-202663xxexx991pressrel.htm)

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Filename: sri-20260603.htm · Sequence: 1

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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): June 3, 2026

STONERIDGE, INC.

(Exact Name of Registrant as Specified in its Charter)

Ohio 001-13337 34-1598949

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-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 class Trading Symbol(s) Name of each exchange on which registered

Common Shares, without par value SRI New York Stock Exchange

Indicate by check mark whether the registrant 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 company o

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

(b) Departure of Principal Officer

Effective June 8, 2026, Robert J. Hartman, Jr. will cease to serve as Interim Chief Financial Officer and Treasurer of Stoneridge, Inc. (the “Company”) in connection with the appointment of a permanent Chief Financial Officer and Treasurer as described below. Mr. Hartman will continue to serve as the Company’s Chief Accounting Officer.

On June 3, 2026, the Board of Directors (the “Board”) of the Company appointed Scott R. Humphrey, age 55, as Chief Financial Officer and Treasurer of the Company, effective June 8, 2026. In his capacity as Chief Financial Officer and Treasurer, Mr. Humphrey will serve as the Company’s principal financial officer.

Mr. Humphrey has over 25 years of progressive experience in international finance and operations management within both public and private equity-owned companies. From 2023 until joining the Company Mr. Humphrey was not employed. During this period, he focused on personal matters and professional development. From 2020 to 2023, Mr. Humphrey served as Chief Financial Officer and Treasurer of Fox Factory Holding Corp. (NASDAQ: FOXF), a global leader in the design and manufacture of specialty sports and on- and off-road vehicles with annual revenues in excess of $1.6 billion, where he led a global finance and accounting team of more than 125 employees. From 2019 to 2020, Mr. Humphrey served as Interim Chief Financial Officer of Hibbett Sports, Inc. (NASDAQ: HIBB), an athletic-inspired fashion retailer with over 1,100 stores and more than $1 billion in annual revenues. Prior to those roles, Mr. Humphrey held positions of increasing responsibility, including Chief Financial Officer and Treasurer of Ciner Resources LP (NYSE: CINR) from 2013 to 2018 and Corporate Treasury Director of Schweitzer-Mauduit International, Inc. (NYSE: SWM) from 2009 to 2013.

Mr. Humphrey holds a Master of Business Administration from Georgetown University and a Bachelor of Science in Finance from Boston College. He is a Certified Treasury Professional and a Six Sigma Certified Green Belt.

Other than the compensation summarized below, there are no arrangements or understandings between Mr. Humphrey and any other person pursuant to which Mr. Humphrey was appointed as Chief Financial Officer and Treasurer. There are no family relationships between Mr. Humphrey and any director or executive officer of the Company. There are no transactions in which Mr. Humphrey has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Humphrey’s appointment, the Company entered into an offer letter with Mr. Humphrey, dated May 14, 2026 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Humphrey will receive an annual base salary of $475,000, will be eligible to participate in the Company’s annual incentive plan with a target bonus opportunity of 75% of his base salary, and will receive a special sign-on equity grant equal in market value to $300,000 of restricted stock units that vests ratably on the anniversary of the date of grant over a three year period under the Company’s Long-Term Incentive Plan. In addition, he will be eligible to participate in annual grants under the Long-Term Incentive with a target of 90% of his then current base salary. Mr. Humphrey will also be eligible to participate the Company’s Severance Plan and will receive a customary Change in Control Agreement that provides for 24-month base salary and benefits continuation, subject to a double trigger provision (change in control and loss of position within 24 months. He will also be eligible to participate in the Company’s employee benefit plans generally available to the Company’s executive officers. He will also receive a lump sum payment of $75,000 to cover relocation expenses which shall be grossed up and which payment will be subject to full repayment if Mr. Humphrey voluntarily separates or is terminated for cause within two years. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the press release issued by the Company announcing Mr. Humphrey's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1

Offer Letter, dated May 14, 2026, between Stoneridge, Inc. and Scott R. Humphrey*

99.1

Press Release of Stoneridge, Inc., dated June 3, 2026

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

* Indicates a management contract or compensatory plan or arrangement.

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: June 3, 2026 /s/ Robert J. Hartman Jr.

Robert J. Hartman Jr.

Interim Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-10.1

Filename: sri-202663xxexx101offerlet.htm · Sequence: 2

Document

Exhibit 10.1

Stoneridge, Inc. ▼ 39675 MacKenzie, Suite 400 ▼ Novi, MI 48377 ▼ 248-489-9300 ▼ 248-489-3970

May 14, 2026

Scott R. Humphrey

VIA email to scottrhumphrey@gmail.com

Dear Scott,

I am pleased to provide you with this offer to join Stoneridge, Inc. as Chief Financial Officer and Treasurer. The attachment to this letter outlines the compensation and benefits for this position. In this role, you will report directly to me, and your home office will be at the Novi, Michigan site. Your role as Chief Financial Officer and Treasurer will be classified as an Officer under Section 16 of the Securities Exchange Act of 1934, which comes with certain rights and responsibilities.

Upon your acceptance of this offer, please sign this letter, initial the pages of the attachment, and return all to Susan Benedict, Chief Human Resources Officer and Assistant General Counsel. Note that this offer of employment does not constitute a contract; your employment is “at will” with no obligation on either you or the Company to continue employment for a determined length of time. The terms of this offer are contingent upon your successful completion of pre-employment screening activities, such information will be provided separately.

Scott, in this role you will have the opportunity to apply your knowledge and expertise to help Stoneridge Inc. continue its success. I am excited about the opportunities at Stoneridge, Inc., and the contribution that you and the rest of the team can make toward our future.

Congratulations and I look forward to you joining our team.

Sincerely,

/s/ Natalia Noblet

Natalia Noblet

President and CEO

I accept this offer for the position of Chief Financial Officer and Treasurer.

/s/ Scott R. Humphrey 5/14/26_____________

Scott R. Humphrey Date

ATTACHMENT

This offer of employment for Scott R. Humphrey to join Stoneridge, Inc. as Chief Financial Officer and Treasurer includes the following:

Base Salary: $475,000 annually, paid monthly. Reviewed on an annual basis; you will be eligible for a base salary review no later than January 2027. All compensation changes are made at the discretion of the Compensation Committee of the Stoneridge Board of Directors.

Annual Incentive Plan (AIP): Participation in the AIP at a target of 75% of base salary. You will be eligible to participate in the 2026 AIP, prorated as of your start date, with targeted payout in March 2027. The AIP provides the opportunity to earn up to 200% of target, based on Company and individual performance. You will be provided with information about the 2026 plan metrics on or after your start date. All AIP payouts are made at the discretion of the Compensation Committee of the Stoneridge Board of Directors.

Long-Term Incentive Plan (LTIP): You will be eligible to participate in the LTIP beginning in 2027, with a target award equivalent to 90% of your base salary. LTIP awards are made at the discretion of the Compensation Committee of the Stoneridge Board of Directors and are typically approved during the first quarter of each calendar year.

2 _______/s/ SRH

Initial

Special Equity Grant:

Deferred Compensation Plan:

Relocation:

Benefits:

You will be eligible for a one-time Special Equity Grant of time-based Stoneridge Shares equivalent to $300,000, to be granted within one (1) week of your start date and to vest ratably over three (3) years from the grant date.

Participation in the Company’s Deferred Compensation Plan. This plan allows you to defer a portion of your base salary, AIP and/or LTIP awards on an annual basis into a variety of investment vehicles and time horizons.

You will receive a one-time payment of $75,000, grossed up, intended for use for relocation expenses. You will forego the Stoneridge Domestic Relocation Package. This payment is subject to repayment in full should you voluntarily separate from Stoneridge or be terminated for cause within two (2) years of your start date.

You will be eligible to participate in our employee benefit program, which is reviewed annually and may be modified from time to time. Following is a description of the 2026 benefits available to employees:

Medical and dental insurance provided on a cost share basis. Our current medical carrier is Anthem Blue Cross Blue Shield and our current dental carrier is Delta Dental.

Basic term life insurance, provided at two times base salary up to $1,000,000; Basic AD&D coverage, provided at two times base salary up to $1,000,000.

Short-term disability provided at 100% of monthly earnings for 13 weeks and 60% of monthly earnings for the next 13 weeks.

Long-term disability coverage provided at 60% of monthly earnings up to $15,000 per month.

Reimbursement for any out-of-pocket costs not paid through medical insurance claims for an annual executive physical exam.

A selection of voluntary benefits is available as detailed in the 2026 Benefits Guide.

Participation in the Stoneridge, Inc. 401(k) Retirement Plan after meeting eligibility requirements. In 2026, the Company will match 100% of a participant’s deferral up to 3%, and 50% of the next 2% deferral. The plan is subject to the IRS statutory limits.

3 _______/s/ SRH

Initial

Annual Time Off Benefits:

Twenty-five (25) vacation/personal/sick days annually, no carryover.

Thirteen (13) holidays, minimum, the number of which may vary year to year, consistent with local office practice.

Other:

As an Executive of the Company, you will be covered under the Company’s Executive Severance Plan, subject to Compensation Committee approval.

You will receive a standard Change In Control agreement, which includes 24-month base salary and benefits continuation and is subject to a double trigger provision (i.e., change in control and loss of position within 24 months).

You will be subject to the terms of the Executive Officer Share Retention Guidelines, a copy of which will be provided separately.

4 _______/s/ SRH

Initial

EX-99.1

Filename: sri-202663xxexx991pressrel.htm · Sequence: 3

Document

Exhibit 99.1

Stoneridge Appoints Scott Humphrey as Chief Financial Officer

NOVI, Mich. — June 3, 2026 — Stoneridge, Inc. today announced the appointment of Scott Humphrey to the position of chief financial officer and treasurer. Humphrey will oversee the company’s global finance organization and help advance the continued focus on operational excellence, strategic growth and delivering long-term value for our customers, employees and shareholders.

Humphrey is a seasoned financial executive with more than 25 years of progressive experience in international finance, treasury and operations management within both public and private equity owned companies. Most recently, he served as Chief Financial Officer at Fox Factory Holding Corporation, a global leader in the design and manufacture of specialty sports and on- and off-road vehicles. During his tenure, he played a key role in supporting the company’s rapid growth, leading acquisitions, enhancing financial infrastructure, and helping scale operations globally. He was also instrumental in aligning finance functions across the organization and building systems and processes to support long-term growth and operational excellence.

Humphrey earned a bachelor’s degree in finance from Boston College and an MBA from Georgetown University.

“Scott’s appointment further strengthens our executive team at a pivotal stage in Stoneridge’s growth,” said Natalia Noblet, President and CEO of Stoneridge. “His extensive financial leadership experience, strategic mindset and proven track record of driving growth will be invaluable as we continue advancing our business and positioning Stoneridge for long-term success and profitability.”

Prior to Fox Factory, Humphrey served as interim CFO at Hibbett Sports and previously held the CFO role at Ciner Resources LP, where he gained extensive experience in capital markets, financial planning, treasury management, mergers and acquisitions, and operational strategy.

“I am honored to step into the role of CFO and look forward to joining Stoneridge as we continue to improve profitability and unlock the full potential of our portfolio of advanced technologies,” said Scott Humphrey, CFO of Stoneridge. “I am committed to driving efficiencies and bringing a disciplined, value-creation mindset to deliver sustainable long-term performance.”

The company would also like to thank Bob Hartman for serving as Interim Chief Financial Officer since April 1, 2026. Since then, Hartman has provided steady leadership and continuity across the finance organization, helping ensure a seamless transition. Hartman will continue in his role as Chief Accounting Officer, where his expertise and leadership will remain instrumental in the company’s continued success.

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.

Contact:

Samantha Simmerson

Stoneridge, Global Marketing & Communications

Samantha.Simmerson@Stoneridge.com

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