[8-K] Superior Industries International, Inc. Reports Material Event

Rhea-AI Filing Summary

Superior Industries International (NYSE:SUP) received notice from NYSE on June 24, 2025, regarding immediate trading suspension and delisting proceedings due to falling below the continued listing standard. The company failed to maintain a minimum 30-day average global market capitalization of $15 million. Superior will not appeal the determination and expects its common stock to be delisted from NYSE.

The stock will transition to trading on the Pink Open Market (OTC) under the symbol "SSUP" starting June 25, 2025. The company warns this move could result in significantly reduced liquidity and potentially depress the stock price further.

Positive

• None.

Negative

• Market capitalization fell below critical $15 million NYSE threshold
• Delisting from NYSE to significantly less prestigious Pink Sheets market
• Company chose not to appeal delisting decision, suggesting limited recovery options
• Expected reduction in trading liquidity and potential stock price depression
• Loss of major exchange visibility and institutional investor access

Insights

Securities Market Specialist

NYSE delisting signals severe market capitalization deterioration, threatening Superior's market accessibility and investor confidence.

The transition from NYSE to Pink Sheets represents a significant downgrade in market status and accessibility. The sub-$15M market capitalization threshold breach indicates severe erosion of shareholder value. The company's decision not to appeal suggests limited confidence in near-term market value recovery. Trading on Pink Sheets will likely result in reduced institutional investor participation, decreased analyst coverage, and potentially higher capital costs. The lack of remediation plan disclosure is particularly concerning for ongoing market presence.

Corporate Governance Analyst

Delisting event exposes significant corporate governance challenges and heightens risk profile for stakeholders.

The immediate trading suspension without a remediation strategy indicates potential governance oversight gaps in capital management and investor relations. Moving to Pink Sheets significantly reduces reporting obligations and transparency requirements, potentially impacting stakeholder confidence. The company's passive acceptance of delisting, rather than pursuing alternatives or appeals, suggests limited strategic options for maintaining listing compliance. This governance event materially increases risk factors for both retail and institutional investors.

SUPERIOR INDUSTRIES INTERNATIONAL INC false 0000095552 0000095552 2025-06-24 2025-06-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 24, 2025

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-6615		95-2594729
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

26600 Telegraph Road, Suite 400 Southfield, Michigan		48033
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 352-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		SUP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 24, 2025, the New York Stock Exchange (the “NYSE”) notified Superior Industries International, Inc. (“Superior” or the “Company”) that the NYSE had determined to (A) immediately suspend trading in the Company’s common stock, par value $0.01 per share (the “Common Stock”), due to a determination that the Company had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000 pursuant to Section 802.01B of the NYSE Listed Company Manual, and (B) commence proceedings to delist the Common Stock. The Company does not intend to appeal the determination and, therefore, it is expected that the Common Stock will be delisted from the NYSE.

On June 25, 2025, the NYSE filed a Form 25-NSE with the U.S. Securities and Exchange Commission (the “SEC”), which will remove the Common Stock from listing and registration on the NYSE. As a result, the Company expects that the Common Stock will trade publicly on the Pink Open Market operated by the OTC Markets Group, Inc. (commonly referred to as the “pink sheets”) under the ticker symbol “SSUP” beginning on June 25, 2025. The Pink Open Market is a significantly more limited market than the NYSE, and quotation on the Pink Open Market will result in a less liquid market for existing and potential holders of the Common Stock to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will continue to trade on this market, whether broker-dealers will provide and continue to provide public quotes of the Common Stock on this market, or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market.

Item 7.01 Regulation FD Disclosure.

On June 25, 2025, the Company issued a press release discussing the matters disclosed in Item 3.01 above. The press release is furnished as Exhibit 99.1 hereto.

The information, including Exhibit 99.1 hereto, which the Company furnished under Item 7.01 of this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the SEC shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Forward Looking-Statements

This Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as “assumes,” “may,” “should,” “could,” “will,” “expects,” “expected,” “seeks to,” “anticipates,” “plans,” “believes,” “estimates,” “foresee,” “intends,” “guidance,” “predicts,” “projects,” “projecting,” “potential,” “targeting,” “will likely result,” or “continue,” or the negative of such terms and other comparable terminology. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Superior’s control, including, without limitation, future fluctuations in the Company’s market capitalization and stockholders’ equity; and the expected timing and process for listing on the Pink Open Market. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties discussed in Superior’s SEC filings and reports.

New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Superior. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Exhibit Description
99.1		Press Release of the Company, dated June 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						SUPERIOR INDUSTRIES INTERNATIONAL, INC.
						(Registrant)
Date: June 25, 2025						/s/ David M. Sherbin
						David M. Sherbin
						Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

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FAQ

Why is Superior Industries (SUP) being delisted from NYSE?

Superior Industries is being delisted because its average global market capitalization fell below $15 million over a consecutive 30-day trading period, violating NYSE's continued listing standards under Section 802.01B.

What will happen to Superior Industries (SUP) stock after NYSE delisting?

The stock will trade on the Pink Open Market (pink sheets) under the new symbol 'SSUP' starting June 25, 2025. This market offers significantly reduced liquidity compared to NYSE.

Will Superior Industries (SUP) appeal the NYSE delisting decision?

No, Superior Industries has stated it does not intend to appeal the NYSE's determination to delist the company's common stock.

What are the implications of Superior Industries (SUP) moving to Pink Sheets?

Trading on Pink Sheets will result in reduced liquidity, potentially lower trading volumes, less market visibility, and possible stock price depression. The company cannot guarantee continued broker-dealer quotes or sufficient trading volume.