Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
STONERIDGE INC (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
86183P102 (CUSIP Number) |
ARON R. ENGLISH 22NW, LP, 590 1st Ave. S, Unit C1 Seattle, WA, 98104 206-227-3078 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 86183P102 |
| 1 |
Name of reporting person
22NW Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,297,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 86183P102 |
| 1 |
Name of reporting person
22NW, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,297,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 86183P102 |
| 1 |
Name of reporting person
22NW Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,297,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 86183P102 |
| 1 |
Name of reporting person
22NW GP, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,297,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 86183P102 |
| 1 |
Name of reporting person
English Aron R. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,297,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, without par value |
| (b) | Name of Issuer:
STONERIDGE INC |
| (c) | Address of Issuer's Principal Executive Offices:
39675 MACKENZIE DRIVE, SUITE 400, NOVI,
MICHIGAN
, 48377. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following: On February 26, 2026, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer agreed to increase the size of the Issuer's board of directors (the "Board") from seven (7) to eight (8) directors and to appoint Aron R. English to the Board to fill the resulting vacancy, effective on March 16, 2026, with an initial term expiring at the Issuer's 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting"). The Issuer has also agreed to nominate and include Mr. English in the Board's slate of director nominees for election at the 2026 Annual Meeting and to recommend that shareholders vote in favor of his election, and to otherwise support and solicit proxies for his election in a manner no less favorable than the manner in which the Issuer supports its other director nominees. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the Cooperation Agreement until the date that is 30 days after the earliest to occur of (a) the date on which Mr. English is no longer a member of the Board, (b) the date that is 60 days prior to any advance notice deadline for the nomination of director candidates set by the Issuer with respect to its 2027 Annual Meeting of Shareholders, or (c) the termination of the Cooperation Agreement (such period, the "Standstill Period"). During the Standstill Period, the Reporting Persons have agreed, among other things, not to (i) acquire beneficial ownership of Shares in excess of 12.9% of the then-outstanding Shares, (ii) solicit proxies or written consents, (iii) submit shareholder proposals or nominations, or (iv) seek to change the size or composition of the Board. The standstill restrictions will automatically terminate upon the occurrence of certain change of control events, including (a) a third-party acquisition proposal to acquire 25% or more of the outstanding Shares or to effect a merger, business combination, or sale of all or substantially all of the Issuer's assets, or (b) the Issuer's public announcement of a sale process or entry into a definitive agreement for a strategic transaction. If such change of control event is terminated, withdrawn, or abandoned without consummation of a transaction, the standstill restrictions will be automatically reinstated for the remainder of the Standstill Period. Notwithstanding the foregoing, the voting commitments and non-disparagement obligations of the Reporting Persons survive any change of contr
ol. During the Standstill Period, the Reporting Persons have agreed to appear in person or by proxy at each annual meeting of shareholders and to vote all Shares they have the right to vote as of the applicable record date (a) in favor of all director nominees recommended by the Board, (b) against any director nominee not recommended by the Board, (c) against any proposal to remove any director, and (d) in accordance with the Board's recommendation on all other proposals and business, including any shareholder proposals; provided, however, that with respect to (i) any proposal with respect to which Mr. English, in his capacity as a director of the Issuer, has voted against recommending to the Issuer's shareholders, or (ii) any proposal or matter (other than director elections) for which both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC recommend a vote contrary to the Board's recommendation, the Reporting Persons may vote in their discretion. The Cooperation Agreement also contains certain customary confidentiality, non-disparagement, and other undertakings by the Reporting Persons and the Issuer. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following: On February 26, 2026, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit: 99.1 - Cooperation Agreement, dated February 26, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 26, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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