Superior Industries (SSUP) completes merger, Oaktree shifts to 48.25% stake in parent

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Superior Industries has completed its merger, is going private, and Oaktree’s reportable stake in the public shares is now zero.

The disclosure shows that a merger was consummated on December 8, 2025, with the merger subsidiary combining into Superior Industries International Inc. and the company surviving as a wholly owned subsidiary of SUP Parent. Instead of holding Superior’s common stock, the Oaktree-related entities now own approximately 48.25% of SUP Parent’s equity.

Each reporting person now reports beneficial ownership of 0 shares, with 0% of the class and no voting or dispositive power. Superior intends to file Form 15 to deregister its common stock, and after that deregistration becomes effective the reporting persons state they will no longer have beneficial ownership reporting obligations, reflecting Superior’s transition away from the public markets.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SUPERIOR INDUSTRIES INTERNATIONAL INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

868168105

(CUSIP Number)

Richard Ting
c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/08/2025

(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

CUSIP No. 868168105

1

Name of reporting person

SUP Parent Holdings, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 868168105

1

Name of reporting person

Opps SI Holdings, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 868168105

1

Name of reporting person

Opps XII SPR Holdings, L.P.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 868168105

1

Name of reporting person

Oaktree Huntington Investment Fund II, L.P.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 868168105

1

Name of reporting person

Oaktree Capital Holdings, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 868168105

1

Name of reporting person

Oaktree Capital Group Holdings 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: SUPERIOR INDUSTRIES INTERNATIONAL INC
(c)	Address of Issuer's Principal Executive Offices: 26600 Telegraph Road, Suite 400, Southfield, MICHIGAN , 48033.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D, originally filed on August 20, 2025 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). Except as set forth herein, the Original Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 15, 2025, at a virtual special meeting of stockholders (the "Special Meeting"), the Merger Agreement and Transactions contemplated thereunder were approved by shareholders, and, on December 8, 2025, the Transactions were consummated. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of SUP Parent. The Oaktree Parties own approximately 48.25% of the equity of SUP Parent. The Issuer will file a Form 15 with the SEC to effect a deregistration of the Common Stock ("Deregistration").
Item 4.	Purpose of Transaction
	The information set forth in in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(a).
(b)	The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b).
(c)	The information set forth in Item 3 of this Amendment No. 1 is hereby incorporated by reference into this Item 5(c).
(d)	Not applicable.
(e)	After giving effect to the Transactions and upon effectiveness of Deregistration, the Reporting Persons cease to beneficially own 5% of the Common Stock and have no further beneficial ownership reporting obligations.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 24 Joint Filing Agreement, dated as of August 20, 2025, incorporated by reference into this Schedule 13D.

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.

SUP Parent Holdings, LLC

Signature:	/s/ Robert LaRoche
Name/Title:	Robert LaRoche / Authorized Signatory
Date:	12/10/2025

Opps SI Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Authorized Signatory
Date:	12/10/2025

Opps XII SPR Holdings, L.P.

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Authorized Signatory
Date:	12/10/2025

Oaktree Huntington Investment Fund II, L.P.

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Authorized Signatory
Date:	12/10/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Authorized Signatory
Date:	12/10/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Authorized Signatory
Date:	12/10/2025

Comments accompanying signature:

OPS SI HOLDINGS LLC By: Oaktree Capital Holdings, LLC Its: Sole Managing Member By: Oaktree Capital Group Holdings GP, LLC Its: Indirect Owner OPPS XII HOLDINGS, L.P. By: Oaktree Capital Holdings, LLC Its: Sole Managing Member By: Oaktree Capital Group Holdings GP, LLC Its: Indirect Owner OAKTREE HUNTINGTON INVESTMENT FUND II By: Oaktree Capital Holdings, LLC Its: Sole Managing Member By: Oaktree Capital Group Holdings GP, LLC Its: Indirect Owner