Zizelman James 4

4 · STONERIDGE INC · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

Stoneridge (SRI) CEO James Zizelman Sells Shares on Retirement

What Happened

James Zizelman, President, CEO and a director of Stoneridge, retired effective May 20, 2026 and on that date completed multiple equity-related transactions tied to his retirement. The filing shows conversions/exercises of derivative awards and dispositions to the issuer: 142,933 shares were disposed to the issuer at $6.89 for $984,808, 169,465 shares were surrendered (for tax/exercise obligations) at $6.89 totaling $1,167,614, and 193,799 derivative share units were listed as disposed at $0.00. The insider also shows conversions/acquisitions of derivative awards totaling 716,529 shares (aggregate of reported conversions/exercises).
These transactions reflect retirement settlements (cash payment for phantom shares and vesting/settlement of performance/share units) rather than an open-market sale. Many items are derivativerelated (options/phantom/performance/share-unit settlements) and include net share surrender to cover taxes or cash settlement.

Key Details

Transaction date: May 20, 2026; Form 4 filed May 22, 2026 (timely filing).
Reported notable amounts: 142,933 shares disposed to issuer at $6.89 = $984,808; 169,465 shares surrendered at $6.89 = $1,167,614; other derivative dispositions include 193,799 shares reported at $0.00.
Footnotes: Phantom shares were paid in cash upon retirement (F1, F2). Performance Shares vested and were payable one-for-one in common shares (total performance awards referenced in F3). Share Units from LTIP vested/payable upon retirement (F4).
Shares owned after the transactions: not specified in the reported Form 4.

Context

These were retirement-related settlements, not open-market purchases or routine insider market sales. Several transactions are coded as exercises/conversions of derivatives (M) with subsequent net dispositions to the issuer or for tax withholding (F), i.e., a net settlement or cashless-like treatment common when awards vest at termination.
This filing does not indicate trading under a 10b5‑1 plan; it documents award settlement and tax-related share surrender tied to retirement.

Form 4

Period: 2026-05-20

DirectorPresident and CEO

Transactions

Exercise/Conversion
Common Shares, without par value
[F1][F2]
2026-05-20+142,933→ 174,372 total
Disposition to Issuer
Common Shares, without par value
[F1]
2026-05-20$6.89/sh−142,933$984,808→ 31,439 total
Exercise/Conversion
Common Shares, without par value
[F3]
2026-05-20+430,663→ 462,102 total
Tax Payment
Common Shares, without par value
2026-05-20$6.89/sh−169,465$1,167,614→ 292,637 total
Exercise/Conversion
Phantom Shares
[F2]
2026-05-20−142,933→ 0 total
From: 2027-01-31Exp: 2027-01-31→ Common Shares, without par value (142,933 underlying)
Disposition to Issuer
Share Units
[F4]
2026-05-20−193,799→ 0 total
→ Common Shares, without par value (193,799 underlying)

Holdings

Footnotes (4)

[F1]In connection with the Reporting Person's retirement on May 20, 2026 each phanton share being the economic equivalent of one Company common share was paid in cash.
[F2]Each Phantom Shares was the economic equivalent of one Common Share and was paid in cash.
[F3]In addition to the vesting of Shares Units the total here includes the vesting of Performance Shares granted to the Reporting Person under the Company's Long-Term Incentive Plan (191,860 granted on March 10, 2025 and 45,003 granted on March 11, 2024) which vested upon the Reporting Person's May 20, 2026 retirement. Each Performance Share was payable on a one-for-one basis in Company common shares upon the Reporting Person's retirement.
[F4]Share Units granted to the Reporting Person pursuant to the Company's Long-Term Incentive Plan on March 11, 2024 (36,823) and March 10, 2025 (156,976) payable on a one-for-one basis in Company common shares if the Reporting Person remained employed on the third anniversay of the date of grant or earlier upon retirement. The Reporting Person retired on May 20, 2026.

Signature

/s/ Robert M. Loesch, by power of attorney|2026-05-22

3 files