Superior Inds SEC Filings

Superior Industries International, Inc. disclosed that its common stock has been removed from the New York Stock Exchange and has begun trading on the OTC Pink market under the symbol SSUP. The company notes that the NYSE's filing initiating the delisting became effective ten days after that filing, and that deregistration of the Company's Section 12(b) listing will occur 90 days after the Form 25 was filed, subject to SEC determination. This means the company is no longer listed on a national securities exchange and its shares now trade on an over-the-counter market under a new trading symbol.

Superior Industries International, Inc. disclosed that the New York Stock Exchange filed a Form 25 on June 25, 2025 to delist the company’s common stock (par value $0.01). The delisting is expected to be effective ten days after that filing, and deregistration of the common stock under Section 12(b) of the Securities Exchange Act will be effective 90 days after the Form 25 filing (or a shorter period as determined by the SEC). The company’s common stock began trading on the OTC Pink market on June 25, 2025 under the symbol SSUP. The filing includes a checkbox indicating the company is not electing emerging growth company status.

Superior Industries International, Inc. has entered into a merger agreement in which Merger Sub, a newly formed affiliate of Parent Holdings, LLC (an affiliate of the Company’s term loan lenders), will merge into Superior, leaving Superior as a wholly owned subsidiary of Parent if the transaction closes. Under the Merger, each Common Share will be converted into $0.09 in cash. Series A Preferred holders will receive a cash calculation tied to aggregate common consideration and will collectively hold 3.5% of Parent’s common equity post-closing. The transaction is supported by Voting and Support Agreements representing approximately 32% of voting power and a Recapitalization Support Agreement that contemplates near-90% reduction in funded debt via an out-of-court recapitalization or, alternatively, a Chapter 11 Structure. Closing is conditioned on stockholder approval, regulatory clearances (including Mexico and the EU), and other customary conditions; if completed, Common Shares will cease public trading and registration under the Exchange Act will be terminated.

Superior Industries International (SUP) has signed a July 8, 2025 Agreement and Plan of Merger under which affiliates of its term-loan lenders (SUP Parent Holdings LLC and SUP Merger Sub, Inc.) will acquire 100 % of the equity.

• Consideration: each common share will be converted into $0.09 cash; each Series A preferred share will receive cash (formula-based, economically ≈2× common value) plus units that will give former preferred holders 3.5 % of the new parent’s equity.
• Special meeting: to be held virtually in 2025 (date TBD) for holders of record on a future record date. Adoption of the Merger Agreement requires a majority of the total voting power of common and preferred shares voting together.
• Support already locked: Voting & Support Agreements cover holders representing ~39 % of voting power.
• If merger fails: under a Recapitalization Support Agreement, SUP and its subsidiaries will file Chapter 11 and implement a lender-led recapitalisation, leaving common holders at significant risk.
• Conditions: stockholder approval, regulatory clearances in the EU & Mexico, no material adverse effect, and execution of a new revolver.
• Board recommendation: unanimous “FOR” after Transaction Committee review; board cites limited strategic alternatives and ability to avoid bankruptcy.
• Post-deal: shares will be delisted from OTC Pink and deregistered; appraisal rights are available to dissenting common holders under DGCL §262.

Financing is fully cash-funded by Parent; no debt-financing condition exists.