Superior Inds SEC Filings

Superior Industries International, Inc. reports sharply weaker results and major capital structure changes for the quarter and nine months ended September 30, 2025. Net sales were $178.2 million for the quarter and $707.7 million for the nine months, compared with $321.8 million and $957.0 million a year earlier. The company posted a quarterly net loss of $84.99 million and a nine‑month net loss of $278.97 million, driven by negative gross margins, higher interest expense and a $66.9 million impairment of North America long‑lived assets.

Operating cash flow was a use of $72.1 million for the nine months, while debt financing increased cash by $107.1 million, including new short‑term and term borrowings. Total debt liabilities were $662.2 million, with most maturing in 2025 and a large portion of preferred stock classified as mezzanine equity. Management discloses that customer resourcing actions affecting roughly one‑third of projected 2025 sales, covenant violations as of September 30, 2025, and tight liquidity raise substantial doubt about the company’s ability to continue as a going concern.

On December 8, 2025, Superior completed a Merger in which it became a wholly owned subsidiary of SUP Parent Holdings, LLC. Common shareholders received $0.09 per share in cash, while each Series A Preferred Share was converted into $39.49 in cash plus 0.23 units of Parent’s limited liability company interests.

Superior Industries International Inc. has completed a merger in which a merger subsidiary combined with the company, leaving Superior as a wholly owned subsidiary of SUP Parent. The Oaktree-affiliated investors now own approximately 48.25% of SUP Parent’s equity rather than holding Superior’s common stock directly.

The reporting entities disclose that they beneficially own 0 shares, representing 0% of the common stock, and report no voting or dispositive power over the shares. Superior plans to file a Form 15 to deregister its common stock, after which these investors will cease to be subject to beneficial ownership reporting requirements.

Superior Industries International, Inc. reported that its previously announced merger with SUP Parent Holdings, LLC closed on December 8, 2025. At the merger’s effective time, a subsidiary of Parent merged into Superior, and Superior survived as a direct, wholly owned subsidiary of Parent. All outstanding common and Series A preferred shares, other than excluded and appraisal shares, were converted into the right to receive the applicable cash merger consideration, so former shareholders now only have the right to that payment.

The company plans to file Form 15 to terminate registration of its common stock and suspend its SEC reporting obligations, meaning it will no longer file Forms 10-K, 10-Q or 8-K. On the same date, Superior amended its term loan and revolving credit facilities, obtaining $27.5 million of additional term loans, restructuring $172.5 million of existing term loans and securing waivers of existing defaults and certain covenants, with the revolving facility maturity set to June 30, 2026. The board and senior leadership were reconstituted, with multiple directors resigning and Michael Dorah and Shane Giebel appointed as CEO and CFO, respectively.

Superior Industries International, Inc. filed a notice that it will not be able to file its Form 10-Q for the quarter ended September 30, 2025 on time and no longer expects to meet the short extension period allowed under Rule 12b-25. The company says it needs additional time to compile required information and disclosures and complete its final review. It is also considering additional disclosures that may be needed if it obtains a limited waiver of covenants under its Senior Secured Credit Facilities for the period ended September 30, 2025 and if it successfully completes a proposed merger agreement entered into on July 8, 2025. The company reports that it is in ongoing discussions with its lenders regarding these matters.

Riva Ridge Capital Management LP, together with Riva Ridge Master Fund, Ltd., Riva Ridge GP LLC, Stephen Golden, and Peter Finelli, filed a Schedule 13G on Superior Industries International, Inc. reporting beneficial ownership of 1,575,000 shares, or 4.2%, of the company’s common stock (CUSIP 868168105).

The group reports shared voting and dispositive power over 1,575,000 shares and no sole voting or dispositive power. The filing is made on a passive basis, with a certification that the securities were not acquired to change or influence control. The securities are held by advisory clients of Riva Ridge Capital Management LP. Date of event: 09/30/2025.

Superior Industries International filed a Form 12b-25 to notify a delay in its Form 10-Q for the period ended September 30, 2025. The company says the report could not be filed without unreasonable effort and expense as it needs additional time to compile information and complete its final review.

The company notes it may need to add disclosures if it obtains from its lenders a limited waiver of covenants under its Senior Secured Credit Facilities for the period. It is in discussions with lenders and anticipates filing the 10-Q within the Rule 12b-25 extension window.

Superior Industries International, Inc. reported that the New York Stock Exchange filed a Form 25 on June 25, 2025 to delist its common stock, and that delisting became effective ten days after the Form 25 filing. The company stated that deregistration of its common stock under Section 12(b) of the Securities Exchange Act will be effective 90 days after the Form 25 filing (or sooner if the SEC determines). The registrant disclosed that its common stock began trading on the OTC Pink Market on June 25, 2025 under the symbol SSUP. The report provides the procedural timeline for delisting, deregistration, and the transition to OTC trading.