On January 30, 2026 (the “Closing Date”, “Closing”), the Company and certain of its subsidiaries entered into a Stock Purchase Agreement (“Purchase Agreement”) with Control Devices Acquisition, LLC, a Delaware limited liability company, an affiliate of Center Rock Capital Partners, L.P. (“Buyer”), pursuant to which the Company sold, on the Closing Date, its Control Devices business segment (the “Business”) via the sale of the Company’s interests in its former wholly-owned subsidiaries, Stoneridge Control Devices, Inc. (“Control Devices”), Stoneridge Asia Holdings Ltd., Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd. (“Stoneridge Suzhou” and such sale, the “Sale”).

The purchase price paid to the Company was $59,000 and was subject to customary post-closing adjustments. The Company incurred a loss on disposal, net of tax, of $9,817. The loss on disposal excludes the impact of the $21,628 impairment of fixed assets charge for Control Devices recognized in the fourth quarter of 2025.

Simultaneously with the Closing, Stoneridge Electronics and Buyer entered into a Mexico Manufacturing Agreement pursuant to which Stoneridge Electronics will continue manufacturing certain products for Buyer through its Mexico-based maquiladora using machinery and tools transferred to Buyer under the Purchase Agreement. The Mexico Manufacturing Agreement has an initial three-year term and automatically renews for successive one-year periods unless either Stoneridge Electronics or Buyer provides written notice of non-renewal at least twelve months prior to the expiration of the then-current term. Under the Mexico Manufacturing Agreement, Buyer is responsible for payment of materials costs, the product price and certain other costs incurred outside the ordinary course of manufacturing and fulfillment. Product pricing under this agreement was intended to, and is expected to result in, returns that are materially consistent with historical actuals.

During the three months ended June 30, 2026, the Company received payments from Buyer of $8,102 related to manufacturing activities and $18,196 related to materials cost reimbursements. During the six months ended June 30, 2026, the Company received payments from Buyer of $11,988 related to manufacturing activities and $27,156 related to materials cost reimbursements, and $6,375 related to the settlement of outstanding accounts payable as of the closing date of the sale.

As of June 30, 2026, amounts receivable from Buyer under the Agreement were $9,271 and no amounts were payable to Buyer. Amounts receivable were presented on a gross basis within accounts receivable on the Company's condensed consolidated balance sheet.

Simultaneously with the Closing, Stoneridge Electronics AS (the Company's Estonian legal entity) and Buyer entered into a China Manufacturing Agreement pursuant to which Buyer will continue manufacturing certain products for the Company’s Electronics business segment at the facility in Suzhou, China transferred to Control Devices under the Purchase Agreement. The China Manufacturing Agreement has an initial twelve month term and will automatically extend for an additional six months unless Stoneridge Electronics AS provides written notice of termination at least thirty days prior to the end of the initial term. Manufacturing costs under the China Manufacturing Agreement are expected to be based on Buyer’s actual costs, consistent with the historical cost structure used at the facility in Suzhou, China. Under the China Manufacturing Agreement Stoneridge Electronics AS is responsible for payment of materials costs, shipping costs, manufacturing costs and any excluded costs approved by Stoneridge Electronics AS in writing. A fixed USD/RMB exchange rate applies for the first six months following the Closing, with adjustments every three months thereafter.

During the three months ended June 30, 2026, the Company incurred costs related to the China Manufacturing Agreement of $919 related to manufacturing service fees and $4,193 related to materials cost reimbursement. During the six months ended June 30, 2026, the Company incurred costs related to the China Manufacturing Agreement of $1,468 related to manufacturing service fees and $6,251 related to materials cost reimbursement.

As of June 30, 2026, amounts receivable from Buyer under the Agreement were $8,320 and amounts payable to Buyer were $9,098, each presented on a gross basis within accounts receivable, accounts payable and accrued liabilities, respectively, on the Company's condensed consolidated balance sheet.

After of the sale of the Business and entering into the Mexico and China Manufacturing agreements, the Company does not have any revenues or expenses presented in continuing operations that before the sale of the Business were eliminated in consolidated financial statements as intra-entity transactions.


	Three months ended June 30,				Six months ended June 30,
	2026 (A)		2025		2026 (A)		2025
Net sales	$	—	$	71,156	$	21,960	$	141,011
Costs and expenses:
Cost of goods sold	—		58,567		17,749		117,375
Selling, general and administrative (B)	—		7,131		5,788		12,963
Design and development	—		3,863		1,210		7,998
Operating income (loss) from discontinued operations	—		1,595		(2,787)		2,675
Interest income, net	—		(100)		—		(174)
Other expense, net	—		1,209		257		1,567
Income (loss) before income taxes from discontinued operations	—		486		(3,044)		1,282
(Benefit) provision for income taxes from discontinued operations	—		(1,298)		278		(1,310)
Income (loss) from discontinued operations, net of tax	—		1,784		(3,322)		2,592

Loss on disposal	—		—		(8,957)		—
Income tax provision on loss on disposal	—		—		(860)		—
Loss on disposal, net of tax	—		—		(9,817)		—

Total (loss) income from discontinued operations	$	—	$	1,784	$	(13,139)	$	2,592

(A) The operations of the Control Devices business were included only for the period January 1, 2026 to January 30, 2026 as the sale of this business was completed on January 30, 2026. Also includes expenses incurred in February and March 2026, after the sale, but related to discontinued operations.

Intercompany sales to Control Devices were $0 and $6,867 for the three months ended June 30, 2026 and 2025, respectively. Intercompany sales to Control Devices were $418 and $12,561 for the six months ended June 30, 2026 and 2025, respectively.

Intercompany purchases from Control Devices were $0 and $745 for the three months ended June 30, 2026 and 2025, respectively. Intercompany purchases from Control Devices were $378 and $1,767 for the six months ended June 30, 2026 and 2025, respectively.


	December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	13,194
Accounts receivable, less reserves	42,410
Inventories, net	26,180
Prepaid expenses and other current assets	4,558
Long-term assets:
Property, plant and equipment, net	16,263
Intangible assets, net	341

Other assets	3,098
Total assets of discontinued operations	$	106,044
LIABILITIES
Accounts payable	$	19,769
Accrued expenses and other current liabilities	10,186
Long-term liabilities	4,733
Total liabilities of discontinued operations	$	34,688