SSUP misses Q3 2025 10-Q extension, cites lender and merger issues

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Form 10-Q for the quarter ended September 30, 2025 will not be filed within the standard deadline or the Rule 12b-25 extension period, indicating a material delay in financial reporting.
• The company is in discussions with lenders about a limited waiver of covenants under its Senior Secured Credit Facilities for the period ended September 30, 2025, pointing to potential pressure under existing financing terms.

Insights

Credit & disclosure risk analyst

Late 10-Q beyond the normal extension and covenant waiver talks signal elevated disclosure and financing uncertainty.

Superior Industries International, Inc. is announcing that its Form 10-Q for the quarter ended September 30, 2025 will not be filed within the usual deadline and also not within the short extension period provided by Rule 12b-25. The stated reason is the need for more time to compile information and complete final review, which by itself is administrative but becomes more important given the other items disclosed.

The company highlights that additional disclosures may be required 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 on July 8, 2025. This links the delayed filing to lender discussions and a pending merger, indicating that financial and contractual conditions are still being negotiated. The reference to a covenant waiver suggests existing terms under the credit facilities may otherwise be implicated.

The company notes it is currently in discussions with its lenders and continues to address factors identified in an earlier Form NT 10-Q filed on November 12, 2025, as well as the proposed merger agreement. Until the Form 10-Q is filed and the status of any covenant waiver and the merger is clarified in future disclosures, there is added uncertainty around its near-term financial reporting and financing arrangements.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission file number: 001-06615

(Check One)		☐  Form 10-K ☐  Form 20-F ☐  Form 11-K ☒ Form 10-Q
		☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR
		For Period Ended: September 30, 2025
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Full Name of Registrant)

(Former Name if Applicable)

26600 Telegraph Road, Suite 400

(Address of Principal Executive Office (Street and Number))

Southfield, Michigan 48033

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q Quarterly Report for the period ended September 30, 2025 because the Registrant requires additional time to compile information and other disclosures for the Form 10-Q and complete its final review for the period. This includes additional disclosures that would be required if the Company obtains from its lenders a limited waiver of its covenants under the Senior Secured Credit Facilities for the period ended September 30, 2025 and if the Company successfully completes the proposed Merger Agreement entered into by the Company on July 8, 2025 as disclosed in the Company's Current Report on Form 8-K/A filed with the SEC on July 9, 2025. The Company is currently in discussions with its lenders regarding these matters. The Company continues to address the factors identified in the originally filed Form NT 10-Q on November 12, 2025 and the proposed Merger Agreement. The Company no longer expects that it will be able to file the Form 10-Q within the extension period provided by Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

David M. Sherbin		(248)		798-3808
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐  Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		November 18, 2025		By		/s/ David M. Sherbin
						David M. Sherbin Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

FAQ

Why did Superior Industries (SSUP) file an NT 10-Q/A for Q3 2025?

Superior Industries filed an NT 10-Q/A because it is unable to file its Form 10-Q for the quarter ended September 30, 2025 without unreasonable effort and expense and needs additional time to compile information, prepare disclosures, and complete its final review.

Will Superior Industries file its Q3 2025 Form 10-Q within the Rule 12b-25 extension?

No. The company explicitly states that it no longer expects to be able to file the Form 10-Q for the period ended September 30, 2025 within the extension period provided by Rule 12b-25.

What financing issues does Superior Industries (SSUP) reference in the NT 10-Q/A?

The company notes that additional disclosures may be required if it obtains from its lenders a limited waiver of its covenants under its Senior Secured Credit Facilities for the period ended September 30, 2025 and indicates it is currently in discussions with those lenders.

How is the proposed merger affecting Superior Industries Q3 2025 10-Q filing?

Superior Industries states that additional disclosures may be required if it successfully completes a proposed merger agreement entered into on July 8, 2025, and that it continues to address factors related to this merger as part of the delay in filing its Form 10-Q.

Does the NT 10-Q/A mention anticipated changes in results of operations for Superior Industries (SSUP)?

The form includes the standard question about whether a significant change in results of operations is anticipated, but the excerpt does not provide the companys marked response or any attached explanation.

What prior disclosure does Superior Industries reference in this NT 10-Q/A?

The company refers to an originally filed Form NT 10-Q on November 12, 2025 and to a Current Report on Form 8-K/A filed on July 9, 2025 that discussed the proposed merger agreement entered on July 8, 2025.