| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 17, 2025, Superior Industries International, Inc. (“Superior” or the “Company”) received a written notice from the New York Stock Exchange (the “NYSE”) that the Company no longer satisfies the continued listing compliance standards set forth under Section 802.01C of the NYSE Listed Company Manual (the “Manual”) because the average closing price of the Company’s common stock, par value $0.01 per share (the “Common Stock”) was less than $1.00 per share over a consecutive 30-trading day period (the “Share Price Deficiency Notice”).
Pursuant to Section 802.01C of the Manual, the Company has a period of six months following receipt of the Share Price Deficiency Notice to regain compliance with the minimum share price requirement, with the possibility of extension at the discretion of the NYSE. In order to regain compliance, on the last trading day in any calendar month during the cure period, the Common Stock must have: (i) a closing price of at least $1.00 per share; and (ii) an average closing price of at least $1.00 per share over the 30 trading-day period ending on the last trading day of such month. Pursuant to NYSE rules, the Common Stock will continue to be listed and traded on NYSE during these periods, subject to the Company’s compliance with other NYSE continued listing requirements.
The Company’s current noncompliance with the standards described above does not affect the Company’s ongoing business operations or its reporting requirements with the U.S. Securities and Exchange Commission (the “SEC”).
No assurance can be given that the Company will be able to regain compliance with the NYSE requirements or maintain compliance with the other continued listing requirements in the Manual. If the Common Stock ultimately were to be suspended from trading and delisted for any reason, it could have adverse consequences including, among other things, reduced trading liquidity of the Common Stock, lower demand and market price for shares of the Common Stock, adverse publicity and a reduced interest in the Company from investors, analysts and other market participants. In addition, a suspension or delisting could impair the Company’s ability to raise additional capital through the public markets and the Company’s ability to attract and retain employees by means of equity compensation.
| Item 7.01 |
Regulation FD Disclosure. |
On June 24, 2025, the Company issued a press release announcing receipt of the Share Price Deficiency Notice. 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; its ability to submit a required business plan and regain compliance with the Manual and maintain a listing of the Common Stock on NYSE. 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.
