You are cordially invited to attend a special meeting of stockholders of Superior Industries International, Inc., a Delaware corporation (“Superior” or the “Company”). The special meeting will be held virtually via live webcast on September 15, 2025, at 10:00 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualstockholdermeeting.com/SUP2025SM and, using your 16-digit control number, you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the special meeting in person. Details on how to access the meeting and the business to be conducted are provided in the accompanying proxy statement.

On July 8, 2025, Superior entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”) by and among the Company, SUP Parent Holdings, LLC, a Delaware limited liability company (“Parent”), and SUP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of the lenders party to the Company’s existing Amended and Restated Credit Agreement, dated as of August 14, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Existing Term Loan Credit Agreement”), by and among the Company, the lenders from time to time party thereto, Oaktree Fund Administration, LLC, as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent. At the special meeting, Superior will ask you and the other Superior stockholders to adopt the Merger Agreement (the “Merger Agreement Proposal”).

At the effective time of the Merger (the “Effective Time”), each share of Company common stock, par value $0.01 per share (the “Common Shares”) and each share of Company preferred stock, par value $0.01 per share (the “Preferred Shares”), designated as Series A Preferred Shares (“Series A Preferred Shares” and, together with the Common Shares, the “Shares”), in each case, issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by (A) Parent or Merger Sub or any of their respective subsidiaries or (B) Superior as treasury stock and (ii) Common Shares held by Superior stockholders who have not voted in favor of the Merger or consented thereto and have properly exercised and perfected and not withdrawn, waived or lost a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law), will be converted into the right to receive:

The transaction committee (the “Transaction Committee”) of the board of directors of the Company (the “Board”) has unanimously determined that the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger, are advisable and in the best interests of the Company and its stockholders, and approved and declared advisable, and recommended that the Board approve and declare advisable, the Merger Agreement and the consummation of the Transactions. The Transaction Committee also recommended to the Board that the Board recommend that the Company’s stockholders vote to adopt the Merger Agreement.

The Board has determined that the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholders, and approved and declared advisable the Merger Agreement and the consummation of the Transactions. The Board also resolved to recommend that the Company’s stockholders vote to adopt the Merger Agreement.

Additionally, you will be asked to consider and vote at the special meeting on (1) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Transactions (the “Merger-Related Compensation Proposal”) and (2) a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the special meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to approve such proposal (the “Adjournment Proposal”).

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the Transaction Committee and the Board. The Board recommends that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is important. The Merger cannot be completed unless the Merger Agreement is adopted by the affirmative vote of stockholders holding a majority of the voting power of the outstanding Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote thereon. The failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you plan to attend the special meeting and regardless of the number of Shares you own, your careful consideration of, and vote on, the Merger Agreement Proposal is important, and we encourage you to vote promptly. After reading the accompanying proxy statement, please make sure to vote your Shares promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet. Instructions regarding all three methods of voting are provided on the proxy card. If you virtually attend the special meeting and vote during the special meeting, your vote by ballot will revoke any proxy previously submitted. If you hold Shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your Shares.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the special meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 4 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the proxy card or voting instructions enclosed thereto, please contact the Company’s proxy solicitor, Okapi Partners LLC:

Your support of and interest in Superior Industries International, Inc. is sincerely appreciated.

The accompanying proxy statement is dated August 15, 2025, and is first being mailed to Superior stockholders on or about August 15, 2025.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions (including the Merger), passed upon the merits or fairness of the Transactions (including the Merger) or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

A special meeting of stockholders of Superior Industries International, Inc., a Delaware corporation (“Superior” or the “Company”), will be held virtually via live webcast on September 15, 2025, at 10:00 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualstockholdermeeting.com/SUP2025SM and, using your 16-digit control number, you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 9:45 a.m., Eastern Time. Please note that you will not be able to attend the special meeting in person. We are holding the special meeting for the following purposes:

These items of business are more fully described in the accompanying proxy statement.

The record date for the special meeting is August 14, 2025 (the “Record Date”). Only stockholders at the close of business on the Record Date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, stockholders who continuously hold shares of Company common stock, par value $0.01 per share (each, a “Common Share” and collectively, the “Common Shares”) through the effective time of the Merger and who properly demand appraisal of their Common Shares and who do not withdraw their demands or otherwise lose their rights of appraisal (“Dissenting Stockholders”) will be entitled to seek appraisal of their Common Shares in connection with the Merger. Dissenting Stockholders must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the transaction committee (the “Transaction Committee”) of the board of directors of the Company (the “Board”) and the Board. The Board recommends that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is very important. If you fail to return your proxy, vote by telephone or through the internet or virtually attend the special meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

To ensure that your Shares are represented at the special meeting, regardless of whether you plan to virtually attend the special meeting, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m., Eastern Time on September 14, 2025, the day before the special meeting. Your proxy is being solicited by the Board.

The accompanying proxy statement provides you with more detailed information about the special meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 4 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

If you have any questions or need assistance submitting your proxy, or if you need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor, Okapi Partners LLC:

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of stockholders, the Merger Agreement and the Transactions (including the Merger). These questions and answers do not address all questions that may be important to you as a Superior stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in and incorporated by reference into this proxy statement.

Stockholders are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of the Merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

If your Shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

Superior is seeking the adoption by its stockholders of the Merger Agreement. Under the terms of the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Superior. Superior will survive the Merger as a wholly owned subsidiary of Parent. The Transaction Committee and the Board have approved the Merger Agreement and recommends that Superior stockholders vote “FOR” the Merger Agreement Proposal.

At the Effective Time, each Share that is issued and outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares), will be cancelled, will cease to exist and will be converted into the right to receive:

Following the completion of the Merger, Superior will cease to be a publicly traded company and will become a direct, wholly owned subsidiary of Parent.

The following is a summary of the principal events, meetings, negotiations, and actions that led to the execution and public announcement of the Merger Agreement. This summary does not purport to catalogue every interaction among the Company, the Board, the Company’s management or advisors, affiliates of Parent or any other parties or their respective advisors or representatives, but is instead a summary of material developments over the course of such discussions and negotiations.

The Board, together with the Company’s management and with the assistance of the Company’s advisors, regularly reviews and assesses the Company’s strategic direction, financial performance and business plans with a view towards strengthening the Company’s business and identifying opportunities to increase stockholder value, taking into account financial, industry, competitive and other applicable considerations. As part of this periodic review and assessment, from time to time during the two-year period prior to the Company’s entry into the Merger Agreement, the Board and the Company’s management considered potential strategic alternatives, and engaged in business development and strategic discussions with other participants in the industry in which the Company operates in order to complement and expand the Company’s existing business and operations. As part of this review and assessment, representatives of the Company’s management have, from time to time, attended preliminary meetings with certain parties who expressed interest in meeting with the Company. The Board was provided with regular updates regarding these interactions during their meetings. During the two-year period prior to the Company’s entry into the Merger Agreement, none of these prior discussions progressed beyond preliminary phases, other than as described below.

In connection with the Board’s periodic review and assessment described above, in January 2024, at the direction of the Board, the Company retained Financial Advisor A to assist the Company with evaluating alternatives to address the upcoming maturity of the Company’s 6.000% Senior Notes due 2025 (the “Notes”), as well as to evaluate strategic alternatives regarding the Company’s Series A Preferred Shares.

From February 2024 until August 2024, the Company and its advisors engaged and negotiated with various third parties to explore a strategic financing transaction. As a result of these efforts, on August 14, 2024, the Company amended and restated its existing term loan credit agreement, to, among other things, provide for a new $520.0 million term loan, the proceeds of which were subsequently applied, in part, to refinance the outstanding term loans under the Company’s term loan credit agreement and to discharge the outstanding principal amount of the Notes.

In December 2024, given the right of the holders of the Series A Preferred Shares to unconditionally redeem such Series A Preferred Shares beginning on September 14, 2025, the Board determined it would be in the Company’s best interest to explore the strategic alternatives available to the Company. In connection with such exploration, the Board authorized the Company’s management to work with and engage Lazard Frères & Co. LLC (“Lazard”) based upon, among other factors, Lazard’s reputation, qualifications, expertise and experience in mergers and acquisitions, valuation, financing and capital markets and its familiarity with the Company and

knowledge of the Company’s business and the industry in which the Company operates. Lazard was engaged to, among other matters, reach out to parties that might be interested in a potential strategic transaction with the Company and that might be able to provide an attractive offer price, and to report back to the Board in due course.

Between January 2025 and April 2025, at the direction of the Company’s management, representatives of Lazard, on behalf of the Company, conducted a broad outreach to those parties that the Company’s management, in consultation with Lazard, believed might have been interested in potentially exploring a strategic transaction with the Company, which resulted in representatives of Lazard and the Company’s management engaging with thirty-eight (38) different third parties, twenty-nine (29) of which were financial sponsors and nine (9) of which were strategic parties.

During January and February of 2025, the Company’s management held introductory awareness meetings with three (3) strategic parties and ten (10) financial sponsors, and, based on discussions with such parties, provided limited non-public materials regarding the Company’s business and operations to, and conducted management presentations with, four (4) of the financial sponsors. The eighteen (18) parties who received non-public materials (including those parties who participated in introductory awareness meetings and management presentations) signed confidentiality agreements with the Company (without any standstill restrictions) prior to their receipt of such non-public materials.

Subsequently, on February 19, 2025, the Company received non-binding indications of interest from four (4) of the financial sponsors to acquire the Company (the “February Proposals”), which indicated a range of enterprise values of the Company from $685 million to $850 million.

On February 26, 2025, the Board held a regularly scheduled meeting attended by the Company’s management and representatives of Lazard, at which, among other things, representatives of Lazard reviewed the status of the potential sale process, including the number of strategic parties and financial sponsors contacted, at Company management’s direction, and the number of non-disclosure agreements executed. The Board and representatives of Lazard also discussed the financial terms, timing and key diligence areas with respect to each of the February Proposals. The Board and representatives of Lazard also discussed the timing of the potential sales process and next steps.

During the last week of February through early March, at the direction of the Company’s management, Lazard, in coordination with the Company, prepared a virtual data room on behalf of the Company in anticipation of diligence questions from prospective buyers. All four (4) parties who submitted the February Proposals were provided access to the virtual data room on March 1, 2025, and they subsequently submitted diligence questions and received responses.

On March 7, 2025, the Company received a non-binding indication of interest from an additional financial sponsor to acquire the Company for a purchase price reflecting an enterprise value of $725 million (the “March Proposal” and, together with the February Proposals, the “Proposals”). The financial sponsor who submitted the March Proposal was granted access to the virtual data room on March 10, 2025, and subsequently submitted diligence questions and received responses. In March 2025, the Company’s management met with and provided a management presentation to three (3) of the financial sponsors who submitted February Proposals and the financial sponsor who submitted the March Proposal. The fourth financial sponsor who submitted a February Proposal withdrew from the process prior to any management presentation.

In early April 2025, the Company was notified by certain customers in North America, without any prior notice and within days of each other, of their intent to re-source all outstanding purchase orders to other suppliers with a minimal wind down period and to not issue any additional purchase orders to the Company thereafter (the “Customer Losses”). These customers represented approximately 40% of the Company’s consolidated net sales for the year ended December 31, 2024, and approximately 36% of the Company’s consolidated net sales for the year ended December 31, 2023.

On April 3, 2025, the Board held a meeting attended by the Company’s management and representatives of Lazard, at which, among other things, the Board was provided with an update regarding the Customer Losses that had occurred at that point, and discussed with management of the Company the impact of the Customer Losses on the Company’s liquidity. In addition, the representatives of Lazard discussed with the Board the interest in acquiring the Company that was previously communicated by several of the potential buyers who

submitted Proposals and the impact of the Customer Losses that had occurred to date on such interest, including the feedback received from a potential buyer after learning of such development. Following discussion and consideration, the Board determined to pause the potential sale process until the impact of such Customer Losses could be more fully analyzed and the Company had determined its next steps in relation thereto.

On April 5, 2025, the Board held a meeting attended by the Company’s management, representatives of Lazard and representatives of Weil, Gotshal & Manges LLP (“Weil”), the Company’s legal counsel, at which, among other things, the Board was provided with an update regarding the Customer Losses. The Board and management of the Company discussed near term strategic options for the Company in connection with its liquidity challenges arising from the Customer Losses, and the Company’s approach with respect to other customers. Following the Board meeting, Mr. Abulaban had a discussion with a representative of Oaktree Capital Management (“Oaktree”), a significant lender in the Company’s senior secured term loan credit facility (the “Term Loan” and such lenders, the “Term Loan Lenders”) to inform him of the Customer Losses and that the Company was evaluating the impact of such losses, including on the Company’s liquidity position.

Also on April 5, 2025, the Company engaged Alvarez & Marsal North America, LLC (“A&M”) to act as a financial advisor to the Company based upon, among other factors, A&M’s reputation, qualifications, expertise and experience in distress situations and its familiarity with the Company and knowledge of the Company’s business and the industry in which the Company operates. A&M was engaged to, among other matters, assist with management of the Company’s liquidity position following the Customer Losses, as well as to analyze and evaluate the strategic options available to the Company.

From April 6, 2025 through May 12, 2025, at the direction of the Company’s management, representatives of Lazard held numerous discussions with the representatives of the Term Loan Lenders regarding the Customer Losses and the Company’s liquidity position.

On April 8, 2025, the Board held a meeting attended by the Company’s management, representatives of Lazard and representatives of Weil to discuss, among other things, the Company’s response to the Customer Losses, the impact of the Customer Losses on the potential sale process, and the conversations between representatives of the Company and the Term Loan Lenders. Following discussion regarding the benefits and considerations, it was determined that Lazard should inform the potential buyers who had submitted Proposals about the Customer Losses and, on behalf of the Company, would provide them with due diligence information reflecting the Company’s initial and preliminary views on the anticipated impact of the same, with the goal of restarting the sale process that had been previously paused and receiving new indications of interests from such potential buyers.

On April 14, 2025, the Board held a meeting attended by the Company’s management and representatives of each of Lazard and Weil at which, among other things, the Board was provided with an update regarding the Customer Losses and the impact thereof, including on the Company’s liquidity position, as well as discussions with Oaktree and certain of the financial sponsors who had submitted the Proposals. The representatives of Lazard discussed with the Board certain concerns raised by the financial sponsors, including the recently implemented tariffs, and informed the Board that formal feedback from each of the financial sponsors was expected within a few days, and that such feedback would be provided to the Board.

Later on April 14, 2025, members of the Company’s management and representatives of Lazard held discussions with three (3) of the financial sponsors who had submitted the Proposals. Between April 15, 2025 and April 23, 2025, at the direction of the Company’s management, representatives of Lazard had follow-up discussions with each of those financial sponsors.

On April 24, 2025, the Company, after consultation with Lazard, provided the Term Loan Lenders with a preliminary view of the Company’s revised business plan for the remainder of 2025, which accounted for the volume impact of the Customer Losses. This revised business plan indicated liquidity challenges for the Company and, as a result, the Company needed covenant relief from its lenders. In addition, the Company’s preliminary view of its revised business plan suggested that the existing capital structure of the Company was not viable over the longer-term, necessitating a broader capital structure solution.

Beginning on April 24, 2025, on behalf of the Company, the Company authorized representatives of Lazard to provide representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), legal counsel to the

Term Loan Lenders, with access to an electronic data room for detailed legal due diligence review in respect of a potential transaction. From April 24, 2025 to July 8, 2025, the Term Loan Lenders and their advisors conducted due diligence on the Company, and numerous due diligence sessions with management and the Company’s advisors were conducted.

By April 29, 2025, each of the financial sponsors who had submitted a Proposal had informed Lazard that it was no longer interested in pursuing a potential acquisition of the Company for a number of reasons, including the Customer Losses and resulting impact to their views on the Company’s business prospects (including the fact that their resulting views would not exceed the value of the Term Loan), as well as concerns regarding the impact of the Customer Losses on whether other customers would continue their relationships with the Company and the trade and policy headwinds facing the Company.

The Company and Lazard executed an engagement letter effective as of May 1, 2025 related to Lazard’s engagement by the Company in connection with, among other things, a recapitalization or sale transaction involving the Company.

On May 1, 2025, Paul Weiss provided Weil with an initial draft of a non-binding term sheet setting forth a proposed structure of a recapitalization transaction, including that such a transaction would be implemented either out-of-court through a merger (but only in the event that, prior to the execution of a merger agreement, the Term Loan Lenders received assurances satisfactory to them that holders of a sufficient number of Common Shares and the holder of the Series A Preferred Shares would enter into agreements to vote to approve the merger), or in-court through prepackaged or prearranged cases under chapter 11 of the Bankruptcy Code. No proposed value for the Common Shares or Series A Preferred Shares was included in the initial draft non-binding term sheet.

On May 5, 2025, Paul Weiss provided Weil with a draft non-binding term sheet setting forth the proposed terms of a $70 million delayed draw term facility under the Company’s existing term loan facility (the “Bridge Facility”), as well as proposed financial covenant waivers and other financial accommodations. Among other things, the draft term sheet set forth certain milestones that the Company was required to achieve prior to funding of the Bridge Facility, including (i) entry into a support agreement with the Term Loan Lenders that provides for a comprehensive recapitalization of the Company, (ii) the provision of due diligence information reasonably satisfactory to the Term Loan Lenders and (iii) the achievement of certain business milestones, including the delivery of executed agreements with certain customers relating to awarded business and receiving assurances from certain customers as to their commitment to maintaining their existing relationships with the Company. The non-binding term sheet also contemplated certain conditions precedent to the effectiveness of the amendment to the Company’s existing term loan facility to provide for the Bridge Facility, including (i) satisfaction of all applicable milestones, (ii) the provision of due diligence information reasonably satisfactory to the Term Loan Lenders, (iii) the appointment of a new independent director to the Board and (iv) the creation of a special committee of the Board, on which the new independent director must serve.

On May 6, 2025, the Board held a meeting attended by the Company’s management and representatives of each of Lazard, Weil and A&M, at which, among other things, the representatives of each of Weil and Lazard provided the Board with an update on the status of the negotiations related to the Bridge Facility commitment letter and the terms thereof, including the milestones that the Company would be required to achieve prior to the funding of the Bridge Facility. Representatives of Lazard also discussed with the Board the Company’s liquidity needs, including the fact that, absent a capital injection (the most likely source of which would be the Term Loan Lenders, given the Company’s lack of unencumbered assets, limited debt incurrence flexibility and credit profile), the Company could exhaust its liquidity in the coming weeks. The representatives of Lazard also discussed with the Board the potential reaction by the market and credit rating agencies to the disclosures that would be made in the Company’s upcoming Quarterly Report on Form 10-Q. A discussion ensued with respect to how such reaction underscored the necessity of both an immediate liquidity infusion and a transaction led by the Company’s lenders that would materially deleverage the Company’s capital structure. The Board then discussed with representatives of each of Lazard, Weil and A&M, among other things, the general terms and considerations of both an out-of-court and in-court recapitalization transaction. The Board also discussed the fact that pursuing an out-of-court transaction would maximize value for holders of the Company’s equity and debt.

On May 7, 2025, Paul Weiss provided Weil with a draft commitment letter for the Bridge Facility, which set forth, among other things, the commitment of the term loan lenders to provide the Bridge Facility to the Company, subject to the satisfaction of certain conditions, including achievement of the milestones described above.

Between May 7, 2025 and May 11, 2025, the Company and the Term Loan Lenders, through their respective legal counsel, negotiated and finalized the Bridge Facility commitment letter and continued to negotiate the terms of the Term Sheet.

On May 10, 2025, the Board held a meeting attended by the Company’s management and representatives of each of Lazard and Weil, at which, among other things, the representatives of Lazard provided the Board with an update on the status of the Company’s liquidity needs, which had become further strained due, in part, to a temporary suspension of certain of the Company’s factoring facilities and an update on the ongoing negotiations related to the Bridge Facility commitment letter and recapitalization transaction. Representatives of Lazard and management then discussed with the Board certain options to manage liquidity, as well as the terms of the Bridge Facility commitment letter being negotiated with the Term Loan Lenders, including the milestones that the Company would be required to achieve prior to the funding of the Bridge Facility, including (i) the appointment of a new independent director to the Board, (ii) the formation of a transaction committee of the Board to oversee any recapitalization transaction involving the Company, on which the new independent director must serve, (iii) entry into a support agreement with the Term Loan Lenders providing for a comprehensive recapitalization of the Company, (iv) the provision of due diligence information reasonably satisfactory to the Term Loan Lenders and (v) the achievement of certain business milestones, including the delivery of executed agreements with certain customers relating to awarded business, remaining in certain customers’ bidding processes and receiving assurances from certain customers as to their commitment to maintaining their existing relationships with the Company.

On May 11, 2025, an informal update meeting was held with certain members of the Board, Company management and representatives of each of Lazard and Weil, at which, among other things, the representatives of each of Weil and Lazard provided an update on the status of the negotiations related to the Bridge Facility commitment letter and the terms thereof, including the milestones that the Company would be required to achieve prior to the funding of the Bridge Facility, including the fact that the transaction committee of the Board to be formed would be required to oversee any recapitalization transaction involving the Company and to approve such a transaction.

On May 11, 2025, the Term Loan Lenders, through Paul Weiss, proposed to Weil that the total consideration to be provided to the holders of Common Shares in connection with an out-of-court merger would be $3.0 million (the “Common Share Proposal”).

On May 12, 2025, prior to the opening of trading of the Common Shares on NYSE, the Company entered into the Bridge Facility commitment letter.

Later on May 12, 2025, the Company filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which disclosed that, as a result of the Customer Losses (which were expected to significantly affect the Company’s ability to generate cash from operating activities or from the sale of trade receivables in the near term) and based on its then-current estimates and forecasts, including the amounts then drawn on the Company’s revolving credit facility, the Company did not expect that it would have the cash and cash equivalents or sufficient liquidity to fund its operations and meet its obligations as they became due over the subsequent twelve months. In addition, the Company disclosed that it expected it would not be able to meet its financial covenants under its credit agreements as early as June 30, 2025 if it did not obtain additional sources of funding or obtain waivers or amendments of such provisions. The Company disclosed that as a result of these adverse conditions and events, there was substantial doubt about the Company’s ability to continue as a going concern. Additionally, the Company disclosed that it planned to eliminate previously planned capital expenditures and reduce capital expenditures to a minimum level to maintain existing equipment to support the Company’s then current business needs and pursue initiatives to reduce investments in working capital, primarily inventory.

Between May 15, 2025 and June 4, 2025, the Company engaged in negotiations with the Term Loan Lenders and its revolving credit lenders to amend the Company’s existing term loan and revolving credit agreements to give effect to the Bridge Facility and to agree to certain financial covenant relief.

On May 22, 2025, the Wall Street Journal reported that Oaktree and certain lenders were in talks to acquire the Company.

On May 27, 2025, the Board held a meeting attended by the Company’s management and representatives of each of Lazard, Weil and A&M, at which, among other things, the representatives of each of Weil and Lazard provided the Board with an update on the status of the negotiations related to the amendment to the Term Loan and revolving credit facility to implement the terms of the Bridge Facility commitment letter and the terms thereof, including the milestones (and updates with respect to progressing on those milestones). The representatives of Lazard also updated the Board on the latest discussions with the Company’s suppliers, vendors, revolving credit lenders and Term Loan Lenders, in each case that had been authorized by the Company. The representatives of Lazard then updated the Board on the progress regarding the broader recapitalization transaction involving the Term Loan Lenders, including the Common Share Proposal, as well as the Term Loan Lenders’ discussions with the holder of the Series A Preferred Shares to determine whether proceeding with an out-of-court transaction was feasible, given the Term Loan Lenders’ requirement that the holder of the Series A Preferred Shares enter into a support agreement in connection with the potential transaction. The representatives of Lazard discussed with the Board the latest proposal made by the Term Loan Lenders to the holder of the Series A Preferred Shares, which reflected cash consideration equal to two (2) times the value of the cash consideration payable to the holders of Common Shares, and three percent (3%) of the common equity of the post-closing private company (the “Preferred Share Proposal”). The Board discussed the Common Share Proposal and Preferred Share Proposal with the representatives of Lazard, including whether there might be additional value that the Term Loan Lenders would be willing to pay the holders of Common Shares in order to proceed with an out-of-court transaction. The Board also discussed the fact that the alternative to proceeding with a transaction with the Term Loan Lenders would likely be to file for bankruptcy protection (in which case it would be unlikely that holders of Common Shares would obtain any value). Following discussion, the Board requested that the Company’s management direct Lazard to make a counterproposal of $0.20 per Common Share (or approximately $6.0 million), but also discussed that any value that could be obtained for the holders of Common Shares would be better than if the Company pursued an in-court transaction.

In connection with the milestones set forth in the commitment letter for the Bridge Facility, on May 28, 2025, the Board (i) increased the size of the Board from eight to nine members and appointed Keshav Lall to serve as a member of the Board, (ii) established the Transaction Committee with the authority to consider, negotiate, approve, authorize and act upon one or more recapitalization or similar transactions with the Company’s term loan lenders and (iii) appointed Timothy McQuay, Deven Petito and Keshav Lall to serve on the Transaction Committee.

On May 28, 2025, at the direction of the Company’s management, representatives of Lazard conveyed the Board’s counterproposal of $0.20 per Common Share (or approximately $6.0 million) with respect to the holders of Common Shares to representatives of Oaktree. On May 29, 2025, representatives of Oaktree, on behalf of the Term Loan Lenders, told the representatives of Lazard that the Term Loan Lenders were not willing to pay the holders of Common Shares more than $3.0 million, noting that if the Term Loan Lenders pursued the transaction in-court, then the holders of Common Shares would likely receive no consideration.

On June 4, 2025, Weil provided a draft Merger Agreement and draft form of Voting and Support Agreement (“VSA”) to Paul Weiss. The VSA was expected to be entered into by the directors and officers of the Company as well as certain other stockholders of the Company, including TPG, the holder of all of the issued and outstanding Series A Preferred Shares.

Separately, on June 4, 2025, the Company entered into an amendment to its existing term loan credit agreement, pursuant to which, among other things, the Term Loan Lenders agreed to provide the Bridge Facility, of which $10 million was funded on June 4, 2025 and the remainder of which was to be funded in accordance with the terms and conditions of the amended term loan credit agreement. Also on June 4, 2025, the Company entered into an amendment to its existing revolving credit agreement, pursuant to which, among other things, the Company’s revolving credit lenders agreed to (i) a limited waiver of the financial covenants and (ii) the incurrence of the Bridge Facility. Pursuant to the amendment to the Company’s existing term loan credit agreement, among other milestones, the Company was required to enter into the Recapitalization Support Agreement (“RSA”) by June 11, 2025.

On June 5, 2025, Weil provided a draft RSA to Paul Weiss which, consistent with the Term Sheet, provided for the Term Loan Lenders agreeing to support an out-of-court recapitalization through a merger transaction (so long as the Company met certain specified milestones related to such a transaction), which transaction would provide consideration to both holders of Common Shares and the holder of the Series A Preferred Shares. In the event that a merger agreement evidencing such a transaction could not be executed by a specified date to be determined, or if holders of the requisite number of Common Shares and the Series A Preferred Shares to approve such a transaction were not obtained prior to entry into the merger agreement, then the Company would agree to support an in-court transaction through prepackaged or prearranged cases under chapter 11 of the bankruptcy code, pursuant to which holders of Common Shares would receive no consideration and the holder of the Series A Preferred Shares would receive no cash consideration.

On June 11, 2025, the Company requested an initial extension of the deadline to enter into the RSA, which was granted by the requisite Term Loan Lenders and revolving credit lenders. Between June 11, 2025 and July 7, 2025, the Company requested, and the Term Loan Lenders and revolving credit lenders granted, an extension of this deadline seven (7) times to permit the parties to continue negotiating and documenting the RSA and the other transaction documents.

On June 12, 2025, Paul Weiss provided Weil with comments to the draft merger agreement and draft form of VSA. From June 12, 2025 through July 8, 2025, the Company, the Term Loan Lenders, and their respective legal advisors negotiated the Merger Agreement, the form VSA, the RSA and related transaction documents. Significant areas of discussion and negotiation included: (i) the restrictions on the Company’s ability to solicit acquisition proposals from other potential buyers and the fiduciary exception to this restriction permitting the Company to consider and negotiate superior proposals, make a change of recommendation to stockholders to vote in favor of a superior proposal instead of the Merger and the Merger Agreement, and to terminate the Merger Agreement to enter into an alternative acquisition agreement that resulted from a superior proposal; (ii) the level of conditionality in the Merger Agreement, including with respect to entering into a revolving credit facility for the Company following consummation of the Merger and the delivery of certain contracts at closing; (iii) the termination rights of Parent under the Merger Agreement, including if the Company did not file a preliminary proxy statement by the date that is fifteen (15) business days following the execution of the Merger Agreement, if there was certain litigation related to the Transactions and if certain contracts were not delivered to the Company by certain dates; (iv) the scope of the representations and warranties and covenants of the parties, including restrictions on the Company’s operations during the interim period and (v) the treatment of the Company’s employees.

On June 17, 2025, the Company and the Term Loan Lenders agreed to a form of VSA for the holders of Common Shares which the parties intended to be executed by each director and officer of the Company who owned Common Shares, as well as certain other stockholders of the Company who owned Common Shares, which form of VSA provided that if the Board made a change in recommendation with respect to the Merger and the Merger Agreement, the stockholders party thereto may vote their shares in any manner they choose. Following such agreement, Weil sent a proposed form of VSA that the parties intended to be executed by TPG, as the holder of all of the issued and outstanding Series A Preferred Shares, to TPG’s legal counsel, Kirkland & Ellis, LLP, for its review and comment. From June 17, 2025 to July 6, 2025, the Company, the Term Loan Lenders, TPG and their respective legal advisors negotiated the VSA for the Series A Preferred Shares.

Also on June 17, 2025, the Company received a written notice from the NYSE that the Company no longer satisfied the continued listing compliance standards under the NYSE Listed Company Manual because the average closing price of the Common Shares was less than $1.00 per share over a consecutive 30-trading day period. Additionally, representatives of Paul Weiss shared with representatives of Weil the Term Loan Lenders’ view on potential changes to management.

On June 18, 2025, the Transaction Committee held a meeting attended by representatives of each of Lazard, Weil and A&M at which, among other things, the representatives of Lazard and Weil discussed with the Transaction Committee a status update on the negotiations with the Term Loan Lenders and the key terms thereof, including the fact that the Term Loan Lenders had informed the representatives of Lazard that they were not willing to pay more than $3.0 million to the holders of Common Shares, as well as an update on how discussions between the Company’s management and its customers, with representatives of the Term Loan Lenders in attendance, had progressed. The Transaction Committee also discussed the importance of effectively

managing customer relationships during the period between signing of the Merger Agreement and the closing of the Transactions. Representatives of each of Lazard and Weil also discussed with the Transaction Committee the Term Loan Lenders’ views on potential changes to management.

Immediately following the meeting of the Transaction Committee, on June 18, 2025, the Board held a meeting, attended by representatives of each of Lazard, Weil and A&M, at which, among other things, representatives of each of Lazard and Weil provided an update to the Board on the negotiations with the Term Loan Lenders and the key terms thereof, including the fact that the Term Loan Lenders had informed the representatives of Lazard that they were not willing to pay more than $3.0 million to the holders of Common Shares, as well as an update on how discussions between the Company’s management and its customers, with representatives of the Term Loan Lenders in attendance, had progressed. The Board also discussed the importance of effectively managing customer relationships during the period between signing of the Merger Agreement and the closing of the Transactions. Representatives of Lazard also discussed with the Board the Company’s liquidity position, strategies the Company was undertaking to preserve capital, and the timing of the next required capital injection. Representatives of each of Lazard and Weil also discussed with the Board the Term Loan Lenders’ views on potential changes to management. Following discussion regarding the fact that, absent pursuing an out-of-court transaction with the Term Loan Lenders, the Company would need to file for bankruptcy protection, in which event it would be unlikely that there would be any value for holders of Common Shares, the Board concluded that it was in the best interests of the Company to continue to pursue the out-of-court transaction, given the Common Share Proposal was the best that the Term Loan Lenders were willing to offer, and that was better for the holders of Common Shares than the lack of consideration they would likely receive in connection with a bankruptcy.

On June 19, 2025 Paul Weiss provided Weil with an initial draft of the Subscription Agreement pursuant to which the Company would issue to Parent, and Parent would subscribe for and purchase from the Company, a certain number of Common Shares. From June 19, 2025 to July 8, 2025, the Company, the Term Loan Lenders and their respective legal advisors negotiated the Subscription Agreement. A significant area of discussion and negotiation included the number of Common Shares that Parent would subscribe for and purchase from the Company.

On June 23, 2025, the Board held an informal update discussion, attended by representatives of each of Weil and Lazard to receive an update on the negotiations with the Term Loan Lenders and the key terms thereof, including the Term Loan Lenders’ views on potential changes to management, as well as the importance of maintaining stability both externally for customers and internally for employees. The Board instructed members of the Transaction Committee to discuss the matter directly with the Term Loan Lenders and report back to the Board.

Between June 23, 2025 and July 6, 2025, members of the Transaction Committee, representatives of the Term Loan Lenders and representatives of each of Weil, Lazard and Paul Weiss held discussions and negotiations regarding the open points in the transaction documents, including the closing conditions and termination rights in the Merger Agreement.

On June 24, 2025, the Company received a written notice from the NYSE that the NYSE determined to immediately suspend trading in the Common Shares 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 million. The notice also stated that NYSE would apply to the SEC to delist the Common Shares upon completion of all applicable procedures.

On June 25, 2025, the NYSE filed a Form 25-NSE with the SEC in connection with delisting the Common Shares from the NYSE, which delisting became effective 10 days later on July 5, 2025. The Common Shares began to trade publicly on the OTC Pink under the ticker symbol “SSUP” on June 25, 2025.

On July 6, 2025, the Board and Transaction Committee held a joint meeting attended by members of the Company’s management and representatives of each of Lazard, Weil and A&M, at which, among other things, representatives of Lazard provided an update on the Term Loan Lenders’ due diligence efforts and the status of the Bridge Loan facility funding. Representatives of A&M provided the Board and the Transaction Committee with an update regarding the Company’s commercial activity, including recent customer developments. Weil then reviewed and discussed the Board’s and Transaction Committee’s fiduciary duties under Delaware law and presented the Board and Transaction Committee with an overview of the key terms of each of the Merger

Agreement (including the consideration to be paid to holder of Common Shares), VSAs, Subscription Agreement and RSA. The Board and Transaction Committee then discussed the key terms of the transaction documents, the benefits of the potential transaction, the Company’s liquidity position, including the fact that, absent continued funding under the Bridge Facility, the Company would not have sufficient liquidity to continue to operate, and it being a requirement under such facility in order to access such funding that the RSA be executed, and the lack of any actionable alternative that would offer greater value to the Company’s equityholders, including the likelihood that there would be no value for the holders of Common Shares and no cash consideration for the holders of the Series A Preferred Shares in the event of a filing under chapter 11 of the Bankruptcy Code (see below under the section entitled “The Merger—Reasons for the Merger,” beginning on page 30).

Following the discussion, the Transaction Committee unanimously (i) approved and declared advisable, and recommended that the Board approve and declare advisable, the Merger Agreement, the execution, delivery and performance thereof and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger is in the best interests of the Company and its stockholders, (iii) recommended to the Board that the Merger Agreement be submitted to the Company’s stockholders for adoption; and (iv) recommended to the Board that the Board recommend that the stockholders of the Company vote to adopt the Merger Agreement. The Board then (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger is in the best interests of the Company and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption and (iv) resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement.

On July 8, 2025, Parent obtained the applicable approvals from its equityholders to enter into the Merger Agreement.

In the morning of July 8, 2025, the Company and Parent executed the Merger Agreement, the RSA and the Subscription Agreement. Concurrently, the Company executed the VSAs with each applicable counterparty and, prior to the opening of trading on the OTC Pink Open Market, the Company and Parent issued a joint press release announcing the Transactions and the execution of the Merger Agreement and related agreements.

At a meeting of the Transaction Committee on July 6, 2025, after careful consideration, including detailed discussions with the Company’s management, legal advisor and financial advisor, the Transaction Committee unanimously:

At a meeting of the Board on July 6, 2025, after careful consideration, including detailed discussions with the Company’s management, legal advisor and financial advisor, the Board:

Accordingly, the Board recommends that, at the special meeting, you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

After careful consideration, with the assistance of experienced independent financial and legal advisors, as well as the Company’s management team,

The Board recommends that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

In evaluating the Merger, the Transaction Committee and the Board each consulted with the Company’s financial and legal advisors, as well as the Company’s management team, and considered a number of factors that supported their respective decisions to approve the Merger Agreement (not necessarily in order of relative importance) and the Merger, including the following:

In the course of its deliberations, the Transaction Committee and the Board also considered certain risks and other potentially negative factors concerning the Transactions, including:

The Transaction Committee and the Board each concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

In addition to considering the factors described above, the Transaction Committee and the Board also considered that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Transaction Committee and the Board were aware of these interests and considered them at the time they approved the Merger Agreement and, in the case of the Board made its recommendation to the Company’s stockholders. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 34.

The foregoing discussion of the information and factors considered by the Transaction Committee and the Board is not intended to be exhaustive, but includes the material positive and negative factors considered by the

Transaction Committee and the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreement and the Transactions, including the Merger, and the complexity of these matters, neither the Transaction Committee nor the Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the specific factors considered in reaching their respective determinations and recommendations. In addition, individual directors applied his or her own personal business judgment to the process and may have given different weights, ranks or values to different factors. Neither the Transaction Committee nor the Board undertook to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Transaction Committee and the Board based their recommendations on the totality of the information presented, including the factors described above. This explanation of the reasoning of the Transaction Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information,” beginning on page 73.

In considering the recommendation of the Board that you vote “FOR” the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests that may be different from, or in addition to, the interests of Superior stockholders generally. The Transaction Committee and the Board were aware of these interests and considered them, among other matters, at the time they approved the Merger Agreement, and the Transactions contemplated by it, including the Merger, and, in the case of the Board, recommended that Superior’s stockholders adopt the Merger Agreement.

Superior’s non-employee directors for purposes of the discussion below are Timothy C. McQuay, Michael R. Bruynesteyn, Richard J. Giromini, Michael Guo, Paul Humphries, Deven Petito, Keshav Lall and Ellen B. Richstone.

Superior’s executive officers for purposes of the discussion below are Majdi B. Abulaban (Director, President and Chief Executive Officer), Timothy Trenary (Former Executive Vice President and Chief Financial Officer – retired, effective September 30, 2024), Michael Dorah (Executive Vice President and Chief Operating Officer), Parveen Kakar (Senior Vice President, Sales, Engineering, Marketing and Product Development), Daniel Lee (Former Senior Vice President and Chief Financial Officer – resigned, effective July 25, 2025), Shane Giebel (Interim Chief Financial Officer – appointed effective July 16, 2025), David Sherbin (Senior Vice President, General Counsel, Chief Compliance Officer and Secretary), Kevin Burke (Former Senior Vice President, Chief Human Resources and Sustainability Officer – resigned effective April 4, 2025), Courtney Gilliam (Vice President, Deputy General Counsel and Assistant Corporate Secretary, and appointed Interim Chief Human Resources Officer effective April 1, 2025) and Stacie R. Schulz (Vice President, Chief Accounting Officer – notified the Company of her resignation, effective August 29, 2025).

For information regarding beneficial ownership of Shares by each of the Company’s current directors and named executive officers and all directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners,” beginning on page 89.

Each of our executive officers except Mr. Giebel, Ms. Gilliam and Ms. Schulz hold Company Restricted Stock Units and Company Performance Stock Units that will be cancelled and converted into a right to receive a lump sum cash payment as detailed in the Merger Agreement. None of our non-employee directors hold Company Restricted Stock Units. For a more detailed discussion regarding the treatment of equity awards in connection with the Merger, see the section of this proxy statement entitled “The Merger Agreement -Treatment of Company Equity Awards,” beginning on page 46. As of August 14, 2025 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming that (i) all Company Restricted Stock Units and Company Performance Stock Units are valued based on the merger consideration of $0.09 per Common Share, (ii) all Company Performance Stock Units became fully vested as if the applicable level of performance was achieved at target and (iii) the Merger had closed on September 30, 2025, which is the assumed closing date only for purposes of this compensation-related disclosure, the estimated value of the Company Restricted Stock Units and the Company Performance Stock Units held by each executive officer and non-employee director is as follows.

On July 29, 2025, the Company and Mr. Abulaban entered into an amendment to his Executive Employment Agreement, dated March 28, 2019 (as amended, the “Abulaban Employment Agreement”).

Under the terms of this amendment, Mr. Abulaban will resign from his role as CEO of the Company immediately prior to the Effective Time and such resignation will be treated as a resignation for Good Reason.

Additionally, (i) the amendment replaces “the eighteen (18) month anniversary of the termination date” as set forth on Section 4.2.3.4 of the Abulaban Employment Agreement with “the date Executive becomes eligible for Medicare (i.e., age 65)”, (ii) the amendment further provides that Mr. Abulaban’s payment of eighteen (18) months’ base salary shall be payable in a lump sum, rather than installments (to the maximum extent permittable under Section 409A of the Code) and (iii) the amendment further provides that Mr. Abulaban’s outstanding equity awards (including Company Restricted Stock Units and Company Performance Stock Units) shall remain outstanding following his resignation and be treated as any other Company Restricted Stock Units and Company Performance Stock Units in accordance with the terms of the Merger Agreement. Upon Mr. Abulaban’s resignation, Mr. Abulaban will receive severance compensation of eighteen (18) months’ base salary payable in a lump sum (to the maximum extent permittable under Section 409A of the Code); a prorated amount of his current year annual bonus based on actual performance; and health care continuation ending on the earlier of (i) the date Mr. Abulaban becomes eligible for Medicare (i.e., age 65) and (ii) the date as of which Mr. Abulaban becomes eligible to receive comparable benefits from a subsequent employer. Following his resignation, and upon the consummation of the Merger, Mr. Abulaban will receive consideration in respect of his outstanding equity awards, including Company Restricted Stock Units and Company Performance Stock Units, in accordance with the terms of the Merger Agreement.

On July 29, 2025, the Company and Mr. Abulaban entered into a consulting agreement. Under the terms of the consulting agreement, Mr. Abulaban will be a consultant starting at the Effective Time, through December 31, 2025, and will be paid a monthly fee of $75,000.

Mr. Kakar, Mr. Dorah, Mr. Sherbin, Ms. Gilliam, Ms. Schulz and Mr. Giebel participate in the Executive Change in Control Severance Plan. Under the plan, if the employment of a participant is terminated by the Company without “Cause” (other than by reason of the Participant’s death or “Disability”) or the participant resigns for “Good Reason,” in either case within two years following a change in control, the participant will receive a one-time multiple (other than Mr. Kakar, Mr. Dorah and Mr. Sherbin, who each receive a two-times multiple) of the sum of both the participant’s annual base salary and the participant’s target annual bonus, paid in a lump sum within 60 days after termination.

Mr. Kakar, Mr. Dorah, Ms. Gilliam, Ms. Schulz and Mr. Giebel also participate in the Executive Severance Plan, absent a Change in Control. Upon termination by the executive for “Good Reason” or by the Company other than for “Cause”, the plan provides for the terminated executive to receive six months base salary (other than Mr. Kakar and Mr. Dorah who each receive twelve months base salary); a prorated amount of the executive’s current year annual bonus based on actual performance; a prorated number of Company Restricted Stock Units that have been outstanding at least six months, becoming 100% vested as of the date of employment termination; a prorated number of Company Performance Stock Units that have been outstanding at least six months, continuing after the executive’s employment termination, based on actual performance.

For an estimate of the value of the severance amounts described above that would be payable to each of the named executive officers, see “Summary of Potential Transaction Payments to Named Executive Officers – Named Executive Officer Merger-Related Compensation,” beginning on page 37. For information regarding the effects of the Merger on the Company’s outstanding equity awards, see the section entitled “The Merger Agreement - Treatment of Outstanding Equity Awards,” beginning on page 46.

Pursuant to the terms of the Merger Agreement, each current or former director or officer of Superior will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification and insurance, please see the section entitled “The Merger Agreement - Director and Officer Indemnification and Insurance,” beginning on page 59.

As of the date of this proxy statement, other than as described above, none of the Company’s executive officers have entered into any new agreement, arrangement or understanding with Parent or any of its affiliates regarding the terms and conditions of compensation, incentive pay or employment with the Company after the Merger. Although no agreements have been entered into at this time with any of the Company’s executive officers, prior to or following the completion of the Merger, it is possible that new agreements and/or

amendments to existing employment or compensation arrangements may be entered with Parent or one of its affiliates regarding their employment with the Company after the Merger.

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that Superior’s named executive officers could receive in connection with the Merger, as described more fully in the section entitled “The Merger - Interests of Directors and Executive Officers in the Merger,” beginning on page 34 . Holders of Shares as of the Record Date are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on any of Superior, the Board or Parent. Accordingly, if the Merger Agreement Proposal is approved by Superior stockholders and the Merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above in the section entitled “The Merger - Interests of Directors and Executive Officers in the Merger,” beginning on page 34.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the Merger had been consummated on September 30, 2025, (ii) all Company Restricted Stock Units and Company Performance Stock Units are valued based on the merger consideration of $0.09 per Common Share, (iii) all Company Performance Stock Units being fully vested as if applicable level of performance was achieved at target, (iv) the named executive officers’ base salaries as in effect as of the date of this proxy statement and (v) an assumption that each named executive officer experiences a qualifying termination of employment in connection with the consummation of the Merger under circumstances that entitle such named executive officer to receive change-in-control severance payments as described in the section entitled “The Merger - Interests of Directors and Executive Officers in the Merger - Employment Agreements,” beginning on page 35. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the Merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Following the Merger, all of the Company’s equity interests will be legally and beneficially owned by Parent, and none of the current holders of Common Shares will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Surviving Corporation or Parent after the completion of the Merger. As a result, the current holders of Common Shares will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Common Shares. Following the Merger, Parent, the holder of the Series A Preferred Shares who will receive, in the aggregate, 3.5% of Parent’s common equity, without taking into account dilution from equity or equity equivalents issued under a management incentive plan, in connection with the Merger, and the other equity holders of Parent will benefit from any increase in the Company’s enterprise value and also will bear the risk of any decrease in the Company’s enterprise value.

For information regarding the effects of the Merger on the Company’s outstanding equity awards, see the sections entitled “The Merger - Interests of Directors and Executive Officers in the Merger,” beginning on page 34, and “The Merger Agreement - Treatment of Outstanding Equity Awards,” beginning on page 46.

The Common Shares are currently registered under the Exchange Act and trade on the OTC Pink Market under the symbol “SSUP.” Following the completion of the Merger, the Common Shares will no longer be traded on the OTC Pink Market or any other public market. In addition, the registration of the Common Shares under the Exchange Act will be terminated, and the Company will no longer be required to file periodic and other reports with the SEC with respect to such Shares. Termination of registration of the Common Shares under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s stockholders and the SEC, and would make certain provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company to the extent that they apply solely as a result of the registration of the Common Shares under the Exchange Act.

If the Merger Agreement Proposal is not approved by the Company’s stockholders, if the Merger Agreement is terminated or if the Merger is not completed for any other reason, you will not receive any consideration for your Shares and there can be no assurance that any other transaction acceptable to us will be offered, other than the Chapter 11 Structure, or that our business, prospects or results of operations will not be adversely impacted.

If the Merger Agreement is terminated or the Company fails to satisfy the Out-of-Court Milestones during the Support Period, it is expected the Company and certain of its subsidiaries will be required to commence voluntary petitions for relief under chapter 11 of the Bankruptcy Code in accordance with the RSA. Pursuant to the Term Sheet, if the Recapitalization Transaction is implemented through a Chapter 11 Structure:

If the Merger Agreement is terminated for the reasons set forth in the RSA, the RSA may also be terminated by the Consenting Parties, which may result in the Company and its subsidiaries commencing proceedings under chapter 7 or chapter 11 of the Bankruptcy Code without the support of the Consenting Parties. Such proceedings may result in recoveries for creditors or stockholders that are less than the distributions contemplated under the Recapitalization Transaction or resulting in no recovery for certain creditors and stockholders.

You should also read and consider carefully the other information in this proxy statement, the Annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K and other SEC filings. See the section entitled “Where You Can Find More Information,” beginning on page 94.

The following discussion is a summary of certain material U.S. federal income tax consequences of the disposition of Shares by stockholders of the Company. This summary is for general information purposes only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to U.S. Holders. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not sought, and does not intend to seek, any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS.

This summary is limited to stockholders of the Company who hold their Shares as “capital assets” within the meaning of Section 1221 of the United States Code (generally, property held for investment). This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax, the Medicare net investment income surtax, or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith)). In addition, it does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

If a partnership, or another entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Shares, the U.S. federal income tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Merger.

This discussion does not address the tax consequences of acquisitions or dispositions of Shares outside the Merger, or transactions pertaining to options or other equity awards of the Company in connection with the Merger.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS AND NON-U.S. HOLDERS. U.S. HOLDERS AND NON-U.S. HOLDERS AND OTHER BENEFICIAL OWNERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER APPLICABLE U.S. TAX TREATIES AND STATE, LOCAL OR NON-U.S. TAX LAWS, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

This section applies to U.S. Holders. For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is or is treated as any of the following:

The exchange of Shares for cash pursuant to the Merger will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for Shares pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares surrendered for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) surrendered for cash pursuant to the Merger. Such gain or loss would be long-term capital gain or loss, provided that the holding period for such block(s) of Shares are more than one year at the time of consummation of the Merger. Long-term capital gains

recognized by certain non-corporate U.S. Holders are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses by a U.S. Holder is subject to certain limitations.

This section applies to “Non-U.S. Holders.” For purposes of this summary, a “Non-U.S. Holder” means a beneficial owner of Shares that is not a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. Non-U.S. Holders are urged to consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, although the Company has not made a definitive determination, the Company believes that it is not currently, and has not been during the preceding five years ending on the date of the Merger, a USRPHC. Because the determination of whether Company is a USRPHC depends on the fair market value of Company’s USRPIs relative to the fair market value of Company’s non-USRPIs and other business assets, there can be no assurance that Company is not, and has not been during the preceding five years ending on the date of the Merger, a USRPHC. Even if the Company is a USRPHC, gain arising from the sale or other taxable disposition of Shares by a Non-U.S. Holder will not be subject to U.S. federal income tax if the Shares are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of the Share of the Company throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. Non-U.S. Holders are urged to consult their tax advisors about the consequences that could result if Company is or were to become a USRPHC.

Information reporting and backup withholding may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to a holder that furnishes a correct taxpayer identification number and certifies under penalty of perjury that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form). A Non-U.S. Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8 (or a substitute or successor form). Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the Required Information is timely furnished to the IRS.

The tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Merger, including the applicability and effect of U.S. federal, state, local, non-U.S. and other tax laws and treaties.

Under the Merger Agreement, completion of the Merger is conditioned on the receipt and/or clearances of merger control approvals and/or clearances in Mexico and the European Union.

On July 31, 2025, the Company and Parent collectively filed their notification and report forms with the applicable merger control authorities in Mexico, and on August 6, 2025, the Company and Parent collectively initiated the pre-notification process with the European Commission.

At any time before or after the Merger is completed, the FTC, the DOJ, U.S. state attorneys general as well as non-U.S. regulatory bodies could take action under antitrust laws and/or foreign investment laws in opposition to the Merger, including seeking to enjoin completion of the Merger, condition adoption of the Merger Agreement upon the divestiture of assets of Parent, the Company or their respective subsidiaries or impose restrictions on Parent’s post-Merger operations or other conditions. Private parties also may seek to take legal action under the U.S. federal or state antitrust laws under some circumstances.

For a description of the Company’s and Parent’s respective obligations under the Merger Agreement with respect to regulatory approvals, see the section entitled “The Merger Agreement - Efforts to Complete the Merger,” beginning on page 57.

Prior to the Effective Time, Parent will designate, with the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed), the Paying Agent to exchange the Common Shares for the Common Stock Merger Consideration. Immediately following the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, the Exchange Fund.

Promptly after the Effective Time (and in any event within two (2) business days after the Effective Time), Parent will cause the Paying Agent to (i) mail to each registered holder of uncertificated Common Shares (other than in respect of Excluded Shares and Common Shares owned by Dissenting Stockholders) materials advising such holder of the effectiveness of the Merger and the conversion of its Common Shares into the right to receive the Common Stock Merger Consideration and (ii) deliver the cash that such holder is entitled to receive in respect of its Common Shares (after giving effect to any required tax withholdings), without interest thereon.

Promptly after the Effective Time (and in any event within two (2) business days after the Effective Time), Parent will cause the Paying Agent to mail to each holder of record of certificates representing any of the Common Shares outstanding as of the Effective Time (other than Excluded Shares and Common Shares owned by Dissenting Stockholders): (i) a letter of transmittal in customary form advising such holder of the effectiveness of the Merger and the conversion of its Common Shares into the right to receive the Common Stock Merger Consideration, and specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates (or affidavits of loss in lieu of the certificates) and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates) in exchange for payment of the Common Stock Merger Consideration. Upon the surrender of a certificate (or affidavit of loss in lieu of the certificate) to the Paying Agent in accordance with the terms of such transmittal materials, the holder of such certificate will be entitled to receive in exchange for such certificate an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required tax withholding) equal to the cash amount that such holder is entitled to receive pursuant to the Merger Agreement, and the certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable to holders of certificates. In the event of a transfer of ownership of Common Shares represented by a certificate that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the certificate may be issued or paid to such a transferee if the certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable

In the event any certificate is lost, stolen or destroyed, upon the making of an affidavit (in form and substance satisfactory to the Surviving Corporation) of that fact by the person claiming such certificate to be lost,

stolen or destroyed to the Paying Agent or the Surviving Corporation, the Paying Agent will pay in exchange for such lost, stolen or destroyed certificate the cash that would have been payable (after giving effect to any required tax withholdings) had such lost, stolen or destroyed certificate been surrendered. No bond or other surety is otherwise required to be paid, posted or delivered in connection with the foregoing.

On the Closing Date, Parent will (i) pay or cause to be paid the cash portion of the Preferred Stock Merger Consideration to each holder of Series A Preferred Shares by wire transfer of immediately available funds pursuant to wire instructions provided by such holders to the Company no later than three (3) business days prior to the Closing Date (other than in respect of Excluded Shares), after giving effect to any required tax withholdings, without interest thereon and (ii) issue the equity portion of the Preferred Stock Merger Consideration set forth in the Merger Agreement to each holder of Series A Preferred Shares in accordance with the limited liability company agreement of Parent or applicable law.

After the completion of the Merger, holders of Shares will cease to have any rights as a stockholder of the Company other than the right to receive the applicable Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.

The Paying Agent will return to Parent or the Surviving Corporation, as designated by Parent, all funds in its possession that remain unclaimed by the holders of Common Shares at the one-year anniversary of the Effective Time. After that time, if a Company stockholder has not received payment of the Common Stock Merger Consideration, such former stockholders may look only to the Surviving Corporation for payment of the Common Stock Merger Consideration, subject to applicable abandoned property, escheat and other similar laws.

The consummation of the Merger is not conditioned upon receipt or availability of any funds or financing by Parent. Parent has represented in the Merger Agreement that Parent will have as of immediately prior to the Effective Time, sufficient cash on hand for the satisfaction of all of Parent’s and Merger Sub’s obligations under the Merger Agreement, including the payment of the aggregate Merger Consideration and all other amounts payable pursuant to the Merger Agreement and to pay all related fees and expenses

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully in its entirety. Capitalized terms used in this section but not defined in this proxy statement have the meanings ascribed to them in the Merger Agreement.

The Merger Agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company, Parent or Merger Sub or their respective businesses. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” beginning on page 94.

The representations, warranties and covenants made in the Merger Agreement by the Company, Parent and Merger Sub are qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by the Company and Parent, which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of the DGCL, at the Effective Time, Merger Sub will be merged with and into Superior and the separate corporate existence of Merger Sub will thereupon cease. Superior will be the Surviving Corporation and become a wholly owned subsidiary of Parent, and the separate corporate existence of Superior with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger, except as set forth in the section entitled “The Merger Agreement - Organizational Documents; Directors and Officers,” beginning on page 45. The Merger will have the effects specified in the DGCL, the Merger Agreement and the Certificate of Merger (as defined below).

Unless the Merger Agreement has been terminated in accordance with its terms, the Closing will take place as soon as reasonably practicable, and in no event later than three (3) business days, following the day on which the last to be satisfied or waived of each of the conditions set forth in the Merger Agreement is satisfied or waived (other than those conditions that, by their nature or terms, are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions). The date on which the Closing occurs is referred to as the “Closing Date.”

As soon as practicable after, or concurrently with the Closing, the Company and Parent will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the DGCL and will make all other filings, recordings or publications required under the DGCL in connection with the Merger. The Effective Time of the Merger will be on the date and time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later date or time as otherwise agreed to by the Company and Parent in writing and set forth in the Certificate of Merger in accordance with the DGCL (the “Effective Time”).

At the Effective Time, the certificate of incorporation of the Company will be amended and restated to read substantially identically to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except (a) that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation and (b) for such changes as are agreed by the parties and necessary to comply with the terms of the Merger Agreement.

Additionally, the parties will take all actions necessary so that from and after the Effective Time, the bylaws of the Company will be amended and restated to read as substantially identically to the bylaws of Merger Sub in effect immediately prior to the Effective Time, except (a) that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation and (b) for such changes as are agreed by the parties and necessary to comply with the terms of the Merger Agreement.

The Merger Agreement provides that the parties will take all action necessary so that the directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation to hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation, retirement, disqualification or removal in accordance with the DGCL, the Company’s certificate of incorporation and bylaws.

At the Effective Time, each Share, issued and outstanding immediately prior to the Effective Time (other than in respect of Excluded Shares and Dissenting Shares) will be converted into the right to receive the applicable Merger Consideration.

At the Effective Time, each Share owned by (a) Parent or Merger Sub or any of their respective subsidiaries and (b) the Company as treasury stock, will be cancelled without payment of any consideration therefor.

All Common Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Dissenting Stockholders will be cancelled without payment of any consideration therefor. Instead, at the Effective Time, the Common Shares held by such Dissenting Shareholders will thereafter represent only those rights provided by Section 262 of the DGCL. Any Common Shares held by such Dissenting Stockholders who fail to properly perfect or who have effectively withdrawn, waived or lost the right to appraisal and payment under Section 262 of the DGCL or who a court of competent jurisdiction has finally determined is not entitled to relief provided by Section 262 of the DGCL with respect to any Common Shares, such Common Shares will thereupon be treated as though such Common Shares had been converted, as of the Effective Time, into the right to receive the Common Stock Merger Consideration, net of any applicable withholding taxes and without interest.

The Company is required to provide Parent with written notice, and copies of any written demands, as promptly as practicable of any written demands for appraisal, actual, attempted or purported withdrawals of such demands and any other instruments served pursuant (or purportedly pursuant) to applicable law and received by the Company relating to stockholders’ rights of appraisal. Absent the prior written consent of Parent, the Company is prohibited from voluntarily making any payment with respect to any demands for appraisal, from settling or offering to settle any such demands or from approving any withdrawal of any such demands. Parent will have the right to participate in and direct and control all negotiations and proceedings with respect to any such demands, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Common Shares under Section 262(h) of the DGCL prior to the entry of judgment in the proceedings regarding appraisal; provided, that prior to Closing, Parent will regularly update the Company regarding such negotiations and proceedings. Any amounts required to be paid to a Dissenting Stockholder will be paid by the Surviving Corporation.

At the Effective Time, each share of common stock, par value $0.01, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01, of the Surviving Corporation.

The Merger Agreement provides that each outstanding equity award will be treated as follows:

At the Effective Time, each Company Restricted Stock Unit that was granted under the Company Stock Plan that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will become fully vested and will terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment of an amount equal to the product of (i) the number of Common Shares underlying such Company Restricted Stock Unit, multiplied by, (ii) the Common Stock Merger Consideration. Following the Effective Time, no such Company Restricted Stock Unit that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Company Restricted Stock Unit will cease to have any rights with respect thereto, except for the right to receive the consideration set forth above. Parent will pay, or cause to be paid, the consideration payable to each former holder of a Company Restricted Stock Unit that was outstanding immediately prior to the Effective Time through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) business days thereafter), net of any taxes withheld.

At the Effective Time, each Company Performance Stock Unit that was granted under the Company Stock Plan that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will become fully vested as if the applicable level of performance was achieved at target and will terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment of an amount equal to the product of (i) the number of Common Shares subject to such Company Performance Stock Unit that would vest based on the applicable target level of achievement of the performance metrics, multiplied by (ii) the Common Stock Merger Consideration. Following the Effective Time, no Company Performance Stock Unit that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Company Performance Stock Unit will cease to have any rights with respect thereto, except for the right to receive the consideration set forth above. Parent will pay, or cause to be paid, the consideration payable to each former holder of a Company Performance Stock Unit that was outstanding immediately prior to the Effective Time through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) business days thereafter), net of any taxes withheld.

Immediately following the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Common Shares, the Exchange Fund. No later than five (5) business days prior to the Closing Date, Parent is required to enter into an agreement with the Paying Agent, in form and substance reasonably satisfactory to the Company (which confirmation of satisfaction will not be unreasonably withheld, conditioned or delayed), to effect the applicable terms of the Merger Agreement.

Promptly after the Effective Time (and in any event within two (2) business days after the Effective Time), Parent will cause the Paying Agent to (i) mail to each person who was at the Effective Time a holder of uncertificated Common Shares (other than in respect of Excluded Shares and Common Shares owned by Dissenting Stockholders) materials advising such person of the effectiveness of the Merger and the conversion of its Common Shares into the right to receive the Common Stock Merger Consideration and (ii) deliver the cash that such person is entitled to receive in respect of its Common Shares pursuant to the Merger Agreement (after giving effect to any required tax withholdings), without interest thereon.

Promptly after the Effective Time (and in any event within two (2) business days after the Effective Time), Parent will cause the Paying Agent to mail to each person who as of the Effective Time is a holder of record of a certificate representing Common Shares (other than Excluded Shares and Common Shares owned by Dissenting

Stockholders): (i) a letter of transmittal in customary form advising such person of the effectiveness of the Merger and the conversion of its Common Shares into the right to receive the Common Stock Merger Consideration, and specifying that delivery will be effected, and risk of loss and title to such certificate will pass, only upon delivery of the certificate (or affidavits of loss in lieu of such certificate) and (ii) instructions for use in effecting the surrender of such certificate to the Paying Agent (or affidavits of loss in lieu of such certificate) in exchange for payment of the Common Stock Merger Consideration. Upon the surrender of a certificate (or affidavit of loss in lieu of such certificate) to the Paying Agent in accordance with the terms of such transmittal materials, the holder of such certificate will be entitled to receive in exchange for such certificate an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required tax withholding) equal to the cash amount that such holder is entitled to receive pursuant to the Merger Agreement, and the certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable to holders of certificates. In the event of a transfer of ownership of Common Shares represented by a certificate that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of such certificate may be issued or paid to such a transferee if such certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

You should not send in your certificate(s) with your proxy card. A letter of transmittal with instructions for the surrender of certificates will be mailed to Company stockholders if the Merger is completed.

In the event that any certificate is lost, stolen or destroyed, upon the making of an affidavit (in form and substance satisfactory to the Surviving Corporation) of that fact by the person claiming such certificate to be lost, stolen or destroyed to the Paying Agent or the Surviving Corporation, the Paying Agent will pay in exchange for such lost, stolen or destroyed certificate the cash that would have been payable pursuant to the Merger Agreement (after giving effect to any required tax withholdings) had such lost, stolen or destroyed certificate been surrendered. No bond or other surety is otherwise required to be paid, posted or delivered in connection with the foregoing.

On the Closing Date, Parent will (i) pay or cause to be paid the cash portion of the Preferred Stock Merger Consideration to each holder of Series A Preferred Shares by wire transfer of immediately available funds pursuant to wire instructions provided by such holders to the Company no later than three (3) business days prior to the Closing Date (other than in respect of Excluded Shares), after giving effect to any required tax withholdings, without interest thereon and (ii) issue the equity portion of the Preferred Stock Merger Consideration set forth in the Merger Agreement to each holder of Series A Preferred Shares in accordance with the limited liability company agreement of Parent or applicable law.

The Paying Agent will return to Parent or the Surviving Corporation, as designated by Parent, all funds in its possession that remain unclaimed by holders of Common Shares at the one-year anniversary of the Effective Time. After that time, if a Company stockholder has not received payment of the Common Stock Merger Consideration, such former stockholders may look only to the Surviving Corporation for payment of the Common Stock Merger Consideration, subject to applicable abandoned property, escheat and other similar laws.

The Company, on the one hand, and Parent and Merger Sub, on the other hand, have each made representations and warranties to each other in the Merger Agreement.

The representations and warranties referenced below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures filed with or furnished to the SEC and confidential disclosures made by the parties to

each other, including in the disclosure letter delivered by the Company in connection with the Merger Agreement (the “Company Disclosure Letter”). The representations and warranties contained in the Merger Agreement should not be relied upon as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub, or any of their respective subsidiaries, affiliates or businesses. The representations and warranties of each of the parties to the Merger Agreement will expire at the Effective Time.

The Company has made customary representations and warranties to Parent and Merger Sub in the Merger Agreement regarding aspects of the Company’s business and various other matters pertinent to the Merger. The topics covered by its representations and warranties include the following:

Some of the Company’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the Merger Agreement, a “Company Material Adverse Effect” on the Company means any change, event, development, circumstance or effect that individually or taken together with any other change, event development, circumstance or effect has, or would reasonably be expected to have a material adverse effect on the business, assets, financial condition, operations or results of operations of the Company and its subsidiaries, taken as a whole; provided, that none of the following will be deemed, either alone or in combination, to constitute, and there will not be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect, any change, event, development, circumstance or effect to the extent arising from or attributable or relating to:

However, notwithstanding the foregoing, the changes, effects, circumstances or developments set forth in bullets one, two, three, four, seven, eight, and fifteen will be taken into account in determining whether a “Company Material Adverse Effect” has occurred only to the extent such changes, effects, circumstances or developments have a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other participants in the industries in the same regions in which the Company and its subsidiaries operate, but, in such event, only the incremental disproportionate impact of such changes, effects, circumstances or developments will be taken into account in determining whether a “Company Material Adverse Effect” has occurred.

Parent and Merger Sub made customary representations and warranties to the Company in the Merger Agreement, including representations and warranties relating to the following:

Under the Merger Agreement, the Company agreed as to itself and its subsidiaries that, from and after the execution of the Merger Agreement and prior to the earlier of (a) the Effective Time or (b) the valid termination of the Merger Agreement, except (i) as required by applicable law, (ii) as Parent otherwise approves in writing (such approval not to be unreasonably withheld, conditioned or delayed; provided that for clauses (ii) (solely with respect to purchase orders, work orders or statements of work, in each case, under key customer contracts and key supplier contracts existing as of the date of the Merger Agreement), (iii) and (iv) of the thirteenth bullet below or the eighteenth bullet below, such approval will be deemed to have been given if Parent has not approved or denied a request from the Company within forty-eight (48) hours of receipt of such request), (iii) for commercially reasonable actions as required to comply with Lockdown Measures, (iv) as expressly set forth in the Company Disclosure Letter, or (iv) as expressly provided for in the Merger Agreement, the Company will

use its commercially reasonable efforts to (x) conduct its business and the business of its subsidiaries in the ordinary course of business consistent with past practice (provided that such past practice shall not include any actions that would be prohibited by the below bullets), including complying with the terms of all material contracts and preserving and maintaining the value of the business and assets of the Company, (y) preserve the goodwill and current relationships of the Company and each of its subsidiaries with customers, suppliers, and other persons with which the Company or any of its subsidiaries has business relations, and (z) provide prompt written notice (in any event, within forty-eight (48) hours) to Parent if any customer, supplier or any other person with which the Company or any of its subsidiaries has business relations, terminates or communicates to either an officer of the Company or a person who has the principal business relationship with such customer, supplier or other person the intention or threat to terminate, its relationship with the Company or any of its subsidiaries, or the intention to reduce substantially the quantity of products or services it purchases from or supplies to the Company or any of its subsidiaries or provides to the Company a formal complaint, in writing, expressing dissatisfaction with the products or services sold by the Company or any of its subsidiaries, and, in addition, the Company will not and will not permit any of its subsidiaries to:

Subject to certain exceptions described below, until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with the terms of the Merger Agreement, the Company will not, and will cause its subsidiaries, any controlled affiliates and its and their respective directors, officers and employees to and direct its and their and other respective representatives not to, directly or indirectly:

The Company will, and will cause its subsidiaries and controlled affiliates to and will direct its and their respective and other representatives to immediately cease and cause to be terminated any discussions and negotiations with any person (other than Parent, Merger Sub and their respective representatives) conducted prior to the date of the Merger Agreement with respect to any acquisition proposal, provided that nothing in the Merger Agreement will restrict the Company from permitting a person to request the amendment or waiver of a “standstill” or similar obligation or from effecting such amendment or granting such waiver, in each case, to the extent necessary to comply with the fiduciary duties of the members of the Board under applicable law. The Company agrees that any violations of the restrictions set forth in the above bullets by any directors, officers, employees or any representative retained by and acting at the direction of the Company will be deemed a breach of the Merger Agreement by the Company.

Notwithstanding anything to the contrary in the “no solicitation” provisions of the Merger Agreement described above, until the adoption of the Merger Agreement by the Company’s stockholders, the Company may, in response to a bona fide acquisition proposal that did not result from a material breach of the “no solicitation” provisions of the Merger Agreement (i) contact and engage in discussions with the person who made such acquisition proposal and such person’s representatives and potential sources of financing to clarify the terms and conditions thereof or to request that any acquisition proposal made orally be made in writing or to notify such person and such person’s potential sources of financing of the “no solicitation” provisions of the Merger Agreement, (ii) provide access to non-public information regarding the Company or any of its subsidiaries to such person who made such acquisition proposal and such person’s representatives and potential sources of financing; provided that such information has previously been made available to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the time such information is so made available to such person or such person’s representatives or potential sources of financing and that, prior to furnishing any such information, the Company receives from such person an acceptable confidentiality agreement and (iii) engage or participate in any discussions or negotiations with any such person and such person’s representatives and potential source of financing regarding such acquisition proposal if, and only if, prior to taking any action described in clause (ii) or (iii) above, the Board determines in good faith, after consultation with outside legal counsel that (A) after consultation with its financial advisors, such acquisition proposal either constitutes a superior proposal or could reasonably be expected to lead to a superior proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the members of the Board under applicable law. The parties acknowledge and agree that any contacts, disclosures, discussions or negotiations permitted under this exception to the “no solicitation” provisions of the Merger Agreement, including any public announcements that the Company or the Board has made any determination to take or engage in any such actions, will not constitute a Change in Recommendation.

Following the date of the Merger Agreement and until the adoption of the Merger Agreement by the Company’s stockholders, the Company will promptly (and, in any event, within twenty-four (24) hours) notify

Parent if (x) any written or other bona fide inquiries, proposals or offers with respect to an acquisition proposal are received by the Company or its subsidiaries, its and their respective directors, officers, employees or representatives, (y) any non-public information is requested in connection with any acquisition proposal from the Company or (z) any discussions or negotiations with respect to an acquisition proposal are sought to be initiated or continued with the Company, indicating, in connection with such notice, the material terms and conditions of any such acquisition proposal (including the identity of the potential counterparty) and thereafter will keep Parent reasonably informed of material changes to the status of terms of any such acquisition proposals. The Company will (i) keep Parent reasonably informed of the status and material details (including material amendments or proposed material amendments) of the matters identified in the prior sentence on a reasonably current basis and (ii) provide to Parent as soon as reasonably practicable after receipt or delivery (but in no event later than twenty-four hours after receipt or delivery) thereof, copies of all material written correspondence and other material written materials exchanged between or on behalf of the Company or its subsidiaries or any of their representatives, on the one hand, and any potential counterparty or any of its representatives, on the other hand.

The Merger Agreement provides that, except as described below, the Board will not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the recommendation of the Board to the Company’s stockholders to adopt the Merger Agreement or approve, recommend or otherwise declare advisable any acquisition proposal, (ii) fail to include the recommendation of the Board to the Company’s stockholders to adopt the Merger Agreement in this proxy statement, (iii) after receipt of any acquisition proposal (other than a tender or exchange offer) that is not a superior proposal and is not reasonably expected to become a superior proposal, fail to reaffirm the recommendation of the Board within ten (10) days of receipt of a written request from Parent to do so (and if the special meeting of the Company stockholders to vote on the Merger Agreement Proposal is scheduled to be held less than ten (10) days from the receipt of such written request, then within two (2) business days of receipt of such written request, promptly after receipt of such written request, if such written request is received within two (2) business days of the scheduled date of the special meeting of the Company stockholders to vote on the Merger Agreement Proposal) or (A) in the case of an acquisition proposal that is not publicly made or announced, fail to privately recommend against such acquisition proposal or (B) in the case of an acquisition proposal that is publicly made or announced, fail to publicly recommend against such acquisition proposal, (iv) fail to recommend against any acquisition proposal that is not a superior proposal and is not reasonably expected to become a superior proposal that is structured as a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (each of the foregoing clauses (i) - (iv), a “Change in Recommendation”), (v) cause or permit the Company or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement or other agreement (other than an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”) relating to any acquisition proposal or (vi) approve, recommend, or publicly propose to enter into an Alternative Acquisition Agreement.

At any time after the date of the Merger Agreement and prior to the adoption of the Merger Agreement by the Company’s stockholders, in response to a written acquisition proposal received by the Company, the Board may make a Change in Recommendation or terminate the Merger Agreement in accordance with its termination provisions in order to enter into the Alternative Acquisition Agreement with respect to such acquisition proposal, or authorize, resolve, agree or propose publicly to take any such actions, if all of the following conditions are met:

Upon the occurrence of any intervening event, the Board may, at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, make a Change in Recommendation if all of the following conditions are met:

As promptly as reasonably practicable following the date of the Merger Agreement (and in any event within fifteen (15) business days) the Company was required to prepare and file this preliminary proxy statement. The Company and Parent are also each required to use their reasonable best efforts to promptly provide responses to the SEC with respect to any comments received on the proxy statement by the SEC. The Company is required to cause the mailing of the definitive proxy statement to the stockholders of the Company to be commenced as promptly as reasonably practicable (and in any event within five (5) business days) after the date the staff of the SEC advises that it has no further comments thereon or that the Company may commence mailing the proxy statement.

The Company is required, as promptly as reasonably practicable after the date of the Merger Agreement, in accordance with applicable law and the Company’s certificate of incorporation and bylaws, to conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act and establish a record date for (such record date to

be at least two (2) business days after the date that the Company has issued the Subscription Shares to Parent pursuant to and in accordance with the Subscription Agreement), duly call and give notice of, and use its reasonable best efforts to convene a meeting of the stockholders of the Company to consider and vote upon the adoption of the Merger Agreement.

The Company and Parent will, subject to the “no solicitation” provisions of the Merger Agreement described above, cooperate with each other and use, and will cause their respective subsidiaries and controlled affiliates to use, their respective reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement as expeditiously as possible, and in no event later than Termination Date (as defined below). The Company and Parent will use their respective reasonable best efforts to, (i) as promptly as practicable, prepare and file all documentation to effect all necessary notices, reports, and other filings and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the Merger or any of the other transactions contemplated by the Merger Agreement, (ii) satisfy the conditions to consummating the Merger, (iii) obtain (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger; provided, that, notwithstanding anything to the contrary in the Merger Agreement, neither Parent, the Company nor any of their respective subsidiaries, will be required to pay any consent or similar fee to obtain any third party or governmental consents; provided further, that, neither the Company nor any of its subsidiaries will incur any consent or similar fees in connection with obtaining any non-governmental third party consents without the prior written consent of Parent, and (iv) execute and deliver any reasonable additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Merger Agreement.

From the date of the Merger Agreement until the Effective Time, Parent will not, directly or indirectly (but subject in all respects to the immediately preceding sentence) acquire or agree to acquire by merger or consolidation with, or by purchasing the assets of or equity in, any person, if the entering into of a definitive agreement relating to or the consummation of such a transaction would reasonably be expected to prevent or delay past the Termination Date the satisfaction of the governmental consent condition to the Closing; provided, further, for the avoidance of doubt, the first sentence of this paragraph will only apply to Parent and its subsidiaries and will not apply to any other affiliates of Parent. Neither the Company nor Parent, without each other party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), will (i) withdraw or refile any filing made under any antitrust laws or laws relating to foreign investment, (ii) enter into any timing, settlement or similar agreement, or otherwise agree or commit to any arrangement, that would have the effect of extending, suspending, lengthening or otherwise tolling the expiration or termination of the waiting period applicable to the contemplated Transactions under any antitrust laws or laws relating to foreign investment or (iii) enter into any timing or similar agreement, or otherwise agree or commit to any arrangement, that would bind or commit the parties not to consummate the contemplated Transactions (or that would otherwise prevent, delay or prohibit the parties from consummating the contemplated Transactions).

Parent and the Company will cooperate with respect to the antitrust laws and laws relating to foreign investment. No party to the Merger Agreement or its counsel will independently participate in any pre-arranged substantive call or meeting relating to the antitrust laws or laws relating to foreign investment with any governmental entity in respect of such filings, investigation, or other inquiry without first giving the other party or its counsel prior notice of such call or meeting and, to the extent permitted by such governmental entity, the opportunity to attend and participate. In furtherance of the foregoing and to the extent permitted by applicable law:

In exercising the foregoing cooperation rights, the Company and Parent each will act reasonably and as promptly as reasonably practicable. Nothing in the Merger Agreement will require Parent or any of its affiliates to agree to or otherwise be required to take any action, make any undertaking, or agree to any remedy or condition, with respect to itself or any of its affiliates to resolve objections, if any, as may be asserted by any governmental entity in connection with any antitrust laws or laws relating to foreign investment with respect to the Transactions, or to enter or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding.

From and after the date of the Merger Agreement and until the earlier of the Effective Time and the termination of the Merger Agreement, upon reasonable advance notice (and in any event not less than twenty-four hours’ notice), and except as may otherwise be required by applicable law, (i) the Company will, and will cause its subsidiaries to, afford Parent and its representatives reasonable access, during normal business hours, to the Company’s and its subsidiaries’ properties, assets, books and records and (ii) during such period, the Company will, and will cause its subsidiaries to, furnish promptly to Parent all information concerning its or any of its subsidiaries’ capital stock, business and personnel as may reasonably be requested by Parent, in each case solely in connection with consummating the Merger, provided, that the Company will not be required to provide any access to information that the Company determines in its reasonable judgment relates to the negotiation and execution of the Merger Agreement or in connection with a similar transaction negotiated with a third party, or, except as provided in the “no solicitation” provisions of the Merger Agreement, to any acquisition proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from third parties relating to any competing or alternative transactions or relating to any deliberation of the Board or any duly authorized committee thereof regarding any acquisition proposal or Change in Recommendation; provided, further, that no investigation will affect or be deemed to modify any representation or warranty made by the Company; and provided further, that the foregoing will not require the Company to disclose any information, to the extent that (a) in the reasonable good faith judgment of the Company, any applicable law requires the Company or its subsidiaries to restrict or prohibit access to any such information or disclosure thereof would expose the Company to an unreasonable risk of liability for disclosure of sensitive or personal information, (b) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or its disclosure would violate the terms of any confidentiality agreement or other contract that is binding on the Company or any of its subsidiaries, or (c) disclosure of any such information or document would result in the waiver or loss of attorney-client privilege, work product doctrine or any other legal privilege; provided further, that with respect to the foregoing clauses (a) through (c), the Company will use its commercially reasonable efforts to (1) obtain the required consent of any such third party to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and (3) in the case of clauses (a) and (c), implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege, provided, further that no sampling, inspection or analysis of soil, groundwater, surface water, building materials or other environmental media, or sampling or analysis generally referred to as Phase II environmental investigation, shall be permitted. Any investigation pursuant to the forgoing right of access will be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company. All requests for information made pursuant to the foregoing right of access will be directed to an executive officer of the Company or such person as may be designated by any such executive officer.

Parent acknowledges and agrees that the consummation of the Merger will constitute a “change of control” of the Company for purposes of each Company Plan and each program, policy, arrangement, practice and

agreement covering any current or former employee of the Company or any of its subsidiaries and, accordingly, agrees to, and agrees to cause the Surviving Corporation to, honor all provisions under such Company Plans, programs, policies, arrangements, practices and agreements relating to a change in control.

Parent further agrees that that each employee of the Company or any of its subsidiaries who continues to remain employed with the Company or any of its subsidiaries following the Closing (a “Continuing Employee”) will, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, be provided with a base salary or base wage, annual cash bonus opportunities, certain severance payments and benefits, and other employee benefits (other than nonqualified deferred compensation programs) that are substantially comparable in the aggregate to those provided by the Company and its subsidiaries to each Continuing Employee as of immediately prior to the Effective Time. Parent will or will cause the Surviving Corporation to honor all Company Plans in accordance with their terms as in effect immediately prior to the Effective Time and each agreement that relates to any current or former employee of the Company or any of its Subsidiaries or the terms of any such employee’s employment or termination of employment.

Parent will or will cause the Surviving Corporation to provide that no pre-existing conditions, exclusions or waiting periods shall apply to Continuing Employees under the benefit plans provided for those employees except to the extent such condition, exclusion or waiting period was applicable to an individual Continuing Employee prior to the Effective Time. With respect to the plan year during which the Effective Time occurs, Parent will provide each Continuing Employee with credit for deductibles and out-of-pocket requirements paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any Parent plan in which such Continuing Employee is eligible to participate following the Closing Date.

From and after the Closing Date, Parent will or will cause the Surviving Corporation to, provide credit to Continuing Employees for their service recognized by the Company and its subsidiaries as of the Effective Time for all purposes to the same extent and for the same purposes as such service was credited under the Company Plans, provided that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits.

The foregoing paragraphs relating to employee benefits are solely for the benefit of the parties to the Merger Agreement, and neither any current or former employee, nor any other individual associated therewith, is or will be regarded for any purpose as a third party beneficiary to the Merger Agreement. Notwithstanding anything to the contrary in the Merger Agreement, no provision of the Merger Agreement is intended to, or does, (i) constitute the establishment of, or an amendment to, any Company Plan or any employee benefit plan of Parent, the Surviving Corporation or any of their affiliates, (ii) alter or limit the ability of Parent to amend, modify or terminate any Company Plan or any other benefit plan, program, agreement or arrangement, (iii) give any third party any right to enforce the employee benefits provisions of the Merger Agreement, (iv) prevent Parent, the Surviving Corporation or any of their affiliates, after the Effective Time, from terminating the employment of any Continuing Employee or (v) be deemed to confer upon any such individual or legal representative any rights under or with respect to any plan, program or arrangement described in or contemplated by the Merger Agreement, and each such individual or legal representative shall be entitled to look only to the express terms of any such plan, program or arrangement for his or her rights thereunder.

The Merger Agreement provides that from and after the Effective Time, Parent agrees that it will cause the Surviving Corporation to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each present and former director or officer of the Company or any of its subsidiaries, determined as of the Effective Time (the “Indemnified Parties”) against any and all costs (including settlement costs) or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including the Merger Agreement and the Transactions)), arising out of or based on, in whole or in part, the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another person prior to the Effective Time, in each case, whether threatened, pending or completed and whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted to indemnify such person under applicable law, any applicable indemnification agreement to which such person is a party, the Company’s

certificate of incorporation or bylaws in effect on the date of the Merger Agreement (and Parent and the Surviving Corporation will also advance expenses as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced will provide an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification). Parent will, and will cause the Surviving Corporation to, ensure that the organizational documents of the Surviving Corporation and its subsidiaries, will, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable in the aggregate with respect to indemnification, advancement of expenses and exculpation of the Indemnified Parties than are set forth in the Company’s certificate of incorporation and bylaws (or equivalent organizational and governing documents of any subsidiary), in each case, as in effect as of immediately prior to the Effective Time. The right of indemnification of an Indemnified Party pursuant to the Merger Agreement will not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party.

Prior to the Effective Time, the Company will and, if the Company is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable in the aggregate as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions); provided, however that in no event will the Company be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date of the Merger Agreement with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of the Merger Agreement, or the Surviving Corporation will, and Parent will cause the Surviving Corporation to, purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of the Merger Agreement; provided, however that in no event will the Company expend, or Parent or the Surviving Corporation be required to expend for such policies, an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; and, provided further, that if the premium for such insurance coverage exceeds such amount, the Surviving Corporation will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

The Company agrees to, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless Parent and Merger Sub, and each of their respective affiliates and subsidiaries and its and their respective direct and indirect equity holders, officers, directors, managers or employees of each of the foregoing (collectively, the “Parent Indemnified Parties”), against any and all costs (including settlement costs) or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, penalties or liabilities incurred by any Parent Indemnified Party as a direct result of or to the extent arising out of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, related to this Agreement, the Merger or any of the Transactions (including, for the avoidance of doubt, any transaction litigation), and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law to any Parent Indemnified Party entitled to the indemnification provided for under the Merger Agreement; provided that the Parent Indemnified Party to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined by final adjudication that such Parent Indemnified Party is not entitled to indemnification; provided, further that, notwithstanding the foregoing, the Company shall not be required to make any payments under the Merger Agreement, including to advance any expenses, in the event that doing so will result in the Company being unable to pay its other obligations as they come due.

The Company and Parent have made certain other covenants to and agreements with each other regarding various other matters including:

The respective obligations of the parties to the Merger Agreement to effect the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver at or prior to the Closing of each of the following conditions:

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or, to the extent permitted by law, waiver by Parent at or prior to the Closing of the following additional conditions:

The Company’s obligations to effect the Merger are also subject to the satisfaction or, to the extent permitted by applicable law, waiver by the Company at or prior to the Closing of the following additional conditions:

To the extent permitted by applicable law, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, may waive the conditions to the performance of its respective obligations under the Merger Agreement and effect the Merger even though one or more of these conditions has not been met. The Company cannot give any assurance that all of the conditions of the Merger will be either satisfied or waived or that the Merger will occur.

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by the Company’s stockholders, by the mutual written consent of Parent and the Company.

In addition, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company by written notice to the other party if:

The right to terminate the Merger Agreement pursuant to the above circumstances will not be available to any party if that has breached its obligations under the Merger Agreement in any manner that has materially contributed to, or resulted in, the failure of the Merger to be consummated.

The Company may also terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time by written notice to Parent if:

Parent may also terminate by written notice the Merger Agreement and abandon the Merger at any time prior to the Effective Time if:

If the Merger Agreement is terminated and the Merger is abandoned pursuant to the terms of the Merger Agreement, the Merger Agreement, (other than as set forth below) will become void and of no effect with no liability on the part of any party to the Merger Agreement (or any of its respective directors, officers or affiliates); provided that no termination will relieve any party to the Merger Agreement from any liability for damages resulting from the willful breach of the Merger Agreement prior to such termination by any party to the Merger Agreement or from fraud (which liability the parties thereto acknowledge and agree will not include damages based on loss of economic benefit of the transactions contemplated by the Merger Agreement to the parties thereto and the stockholders of the Company).

The parties to the Merger Agreement have acknowledged and agreed that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the obligations, undertakings, covenants or agreements of the parties to the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement by the other, and to enforce specifically the terms and provisions of the Merger Agreement by a decree of specific performance without the necessity of proving actual harm or damages or posting a bond or other security therefor, this being in addition to any other remedy to which such party is entitled at law or in equity, and each party has agreed that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance or other equitable remedy is not an appropriate remedy for any reason at law or in equity. Without limitation of the foregoing, the parties have further acknowledged and agreed that prior to the Closing, Parent, Merger Sub or the Company will be entitled to seek specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of the covenants required to be performed by Parent, Merger Sub or the Company, as applicable, under the Merger Agreement in addition to any other remedy to which any party to the Merger Agreement is entitled at law or in equity, including the right to terminate the Merger Agreement and seek money damages. Each party to the Merger Agreement has further agreed that it will not take any position in any legal proceeding concerning the Merger Agreement that is contrary to the terms of the specific performance provisions of the Merger Agreement. Parent and the Company has agreed to cause their respective subsidiaries and affiliates to perform their respective obligations under the Merger Agreement.

For the avoidance of doubt, in no event shall the exercise of a party’s right pursuant to the Merger Agreement to seek specific performance reduce, restrict or otherwise limit such party’s right to terminate the Merger Agreement.

Subject to the provisions of applicable law, at any time prior to the Effective Time, the Merger Agreement (including any schedule thereto) may be amended, modified or supplemented in writing by the parties to the Merger Agreement, by action of the board of directors of the respective parties.

Subject to applicable law, any provision of the Merger Agreement may be waived prior to the Effective Time if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege under the Merger Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise provided in the Merger Agreement, the rights and remedies provided in the Merger Agreement are cumulative and not exclusive of any rights or remedies provided by law.

The Merger Agreement is governed by Delaware law, without giving effect to principles of conflicts or choice of law thereof. Each of the parties to the Merger Agreement has (i) consented to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if the Court of Chancery lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, in the event any dispute arises out of or is related to the Merger Agreement or any of the Transactions, (ii) agreed that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agreed that it will not bring any action, suit, arbitration or proceeding by or before any governmental entity (each, an “Action”) relating to the Merger Agreement or any of the Transactions in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waived any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same, and (v) consented to service being made through the notice procedures set forth in the Merger Agreement. Each of the Company, Parent and Merger Sub agreed that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in the Merger Agreement will be effective service of process for any Action in connection with the Merger Agreement or the Transactions.

Each of Parent, Merger Sub and the Company waived any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Merger Agreement or the Transactions. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company (on behalf of itself and its subsidiaries), Parent and Merger Sub waived any right to trial by jury with respect to any action related to any of its subsidiaries in connection with the Merger or the performance thereof or the Transactions.

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement and the Transactions contemplated by the Merger Agreement will be paid by the party incurring such expense, except that (i) the filing fee for this proxy statement and expenses incurred in connection with the printing and mailing of this proxy statement will be shared equally by Parent and the Company and (ii) Parent will be responsible for, and pay, one hundred percent (100%) of the filing fees, costs and expenses incurred in connection with the filings required under any filings required or advisable to be made with any governmental entity.

All transfer, documentary, sales, use, stamp, registration and other similar taxes and fees (including penalties and interest) incurred by the Company or any of its subsidiaries (and for the avoidance of doubt, not including any such taxes and fees incurred by any stockholder, which shall be borne by the applicable stockholder) in connection with the Merger will be paid by or on behalf of the Company when due and payable.

This section describes the material terms of the Preferred VSA. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Preferred VSA, a copy of which is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Preferred VSA. You are encouraged to read the Preferred VSA carefully and in its entirety.

Concurrently with the execution of the Merger Agreement on July 8, 2025, the Company and TPG entered into the Preferred VSA with respect to TPG’s Shares. As of the date of the execution of the Preferred VSA, TPG owned all 150,000 Series A Preferred Shares, which represented approximately 16.7% of the voting power of the Common Shares and the Series A Preferred Shares (on an as-converted basis) outstanding as of July 25, 2025.

Pursuant to the Preferred VSA, TPG has agreed to affirmatively vote or cause to be voted all of its Shares (a) in favor of (“for”) the Merger and the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement or necessary or desirable in furtherance of the Merger and the other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn the applicable meeting that the Board supports), and (b) against (i) any action or agreement that could reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of TPG contained in the Preferred VSA and (ii) any acquisition proposal (which, for the avoidance of doubt, is not a superior proposal or an acquisition proposal for which the Board has made (and not rescinded or withdrawn) a Change in Recommendation) or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

In the event the Board makes (and does not rescind or withdraw) a Change in Recommendation, TPG may vote its Shares with respect to the above matters in any manner it chooses.

TPG agreed that any Shares that it purchases, or otherwise acquires record or beneficial ownership of, after the execution date of the Preferred VSA, would be subject to the terms and conditions of the Preferred VSA to the same extent as the Shares owned by TPG on the date of the execution of the Preferred VSA.

In addition, TPG has agreed that the receipt of the aggregate amount of the Preferred Stock Merger Consideration pursuant to the terms of the Merger Agreement will constitute payment in full for all shares of Preferred Stock owned by TPG. TPG has agreed to waive (i) until the Effective Time or the termination of the Preferred VSA, any and all rights to dividends it is entitled to receive as a holder of Series A Preferred Stock and (ii) any and all rights and remedies in connection with or related to the Merger (and any other transactions entered into by the Company in connection therewith, including the transactions contemplated by the Subscription Agreement other than rights and remedies arising under the Merger Agreement or related documents or transactions themselves, and/or the incurrence of indebtedness under the Company’s existing credit agreements it may have.

TPG agreed not to take certain actions, including not (i) tendering any of its Shares into any tender or exchange offer, (ii) transferring any of its Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty of TPG contained in the Preferred VSA untrue or incorrect in any material respect or have the effect of delaying, preventing or disabling TPG from performing its obligations under the Preferred VSA in any material respect.

The Preferred VSA will terminate upon the earliest to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms (including, for example, termination of the Merger Agreement by the Company to accept a superior proposal, subject to specified exceptions and limitations) and (iii) the occurrence of (a) a decrease in the Preferred Stock Merger Consideration, (b) the termination of the RSA with respect to the Company or the Consenting Lenders or (c) one or more chapter 11 bankruptcy proceedings are commenced by the Company or its subsidiaries or other parties commence chapter 11 bankruptcy proceedings regarding the Company or its subsidiaries and are not dismissed within 30 days.

This section describes the material terms of the Common VSA. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Common VSA, a copy of which is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Common VSA. You are encouraged to read the Common VSA carefully and in its entirety.

Concurrently with the execution of the Merger Agreement on July 8, 2025, the Company entered into the Common VSA with each Common Supporting Stockholder with respect to such Common Supporting Stockholder’s Shares. As of the date of the execution of the Common VSA, the Common Supporting Stockholders owned 7,964,819 Common Shares which represented approximately 22.3% of the voting power of the Common Shares and the Series A Preferred Shares (on an as-converted basis) outstanding as of July 25, 2025.

Pursuant to the Common VSA, each Common Supporting Stockholder has agreed to affirmatively vote or cause to be voted all of their Shares (a) in favor of (“for”) the Merger and the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement or necessary or desirable in furtherance of the Merger and the other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn the applicable meeting that the Board supports), and (b) against (i) any action or agreement that could reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Common Supporting Stockholder contained in the Common VSA and (ii) any acquisition proposal (which, for the avoidance of doubt, is not a superior proposal or an acquisition proposal for which the Board has made (and not rescinded or withdrawn) a Change in Recommendation) or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

In the event the Board makes (and does not rescind or withdraw) a Change in Recommendation, each Common Supporting Stockholder may vote their Shares with respect to the above matters in any manner it chooses.

Each Common Supporting Stockholder agreed that any Shares that they purchase, or otherwise acquire record or beneficial ownership of, after the execution date of the Common VSA, would be subject to the terms and conditions of the Common VSA to the same extent as the Shares owned by such Common Supporting Stockholder on the date of the execution of the Common VSA.

In addition, each Common Supporting Stockholder agreed not to take certain actions, including not (i) tendering any of their Shares into any tender or exchange offer, (ii) transferring any of their Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty of such Common Supporting Stockholder contained in the Common VSA untrue or incorrect in any material respect or have the effect of delaying, preventing or disabling such Common Supporting Stockholder from performing its obligations under the Common VSA in any material respect.

The Common VSA will terminate upon the earliest to occur of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms (including, for example, termination of the Merger Agreement by the Company to accept a superior proposal, subject to specified exceptions and limitations).

This section describes the material terms of the RSA. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the RSA, a copy of which is attached as Annex D to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Recapitalization Support Agreement. You are encouraged to read the RSA carefully and in its entirety.

Concurrently with the execution of the Merger Agreement on July 8, 2025, the Company Group entered into the RSA with the Consenting Parties.

Pursuant to the RSA, the Consenting Parties have agreed to support the Recapitalization Transaction involving (i) the partial equitization of the term loans under the Existing Term Loan Credit Agreement and (ii) a recapitalization of the Company, subject to the terms and conditions of the RSA and the Term Sheet attached thereto as Exhibit A.

The RSA provides that the Recapitalization Transaction will be implemented through either (i) an Out-of-Court Structure through the Merger, without recourse to proceedings under chapter 11 of the Bankruptcy Code or (ii) the Chapter 11 Structure through prepackaged or prearranged cases for the Debtors, under chapter 11 of the Bankruptcy Code.

The Term Sheet contemplates, among other things:

Subject to the consent of the Requisite Consenting Term Loan Lenders, the Recapitalization Transaction will be implemented through a Chapter 11 Structure if reasonably necessary or desirable to effectuate and consummate the Recapitalization Transaction, in the event that (A) the Merger Agreement has been terminated or (B) the Out-of-Court Milestones have not been satisfied by the Company or otherwise extended or waived in writing (with email among counsel being sufficient) by the Requisite Consenting Term Loan Lenders.

If the Merger Agreement has been terminated or the Company fails to satisfy an Out-of-Court Milestone during the Support Period (as defined in the RSA) and such milestone has neither been extended nor waived in writing (with email among counsel being sufficient) by the Requisite Consenting Term Loan Lenders, each Debtor must file with the Bankruptcy Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code and any and all other documents necessary to commence the Chapter 11 Cases by no later than the date that is fifteen (15) Business Days following the termination of the Merger Agreement or the Company’s failure to satisfy such Out-of-Court Milestone, respectively (the “Commencement Deadline”).

The RSA also contemplates the following milestones (the “Chapter 11 Milestones”) with respect to a Recapitalization Transaction implemented through a Chapter 11 Structure:

The RSA may be terminated upon the occurrence of certain events, including, among others, breaches by the Company or the Consenting Parties of their respective obligations under the RSA, and, in the event of the Chapter 11 Structure, the Company’s failure to meet the Chapter 11 Milestones. The termination of the Merger Agreement is also a basis to terminate the RSA. If the RSA is terminated, the Company may commence proceedings under chapter 7 or chapter 11 of the Bankruptcy Code without the support of the Consenting Parties and may not be able to confirm a chapter 11 plan without the support of the Consenting Parties. In the event of a Chapter 11 Structure, termination of the RSA prior to confirmation or consummation of the Plan could result in the loss of support for the Plan by the Consenting Parties and could result in the loss of DIP Financing (if any) or consensual use of cash collateral by the Company under certain circumstances. Any such loss of support could adversely affect the Company’s ability to confirm or consummate the Plan.

The RSA contains certain covenants on the part of each of the Consenting Parties, including, among other things, (i) commitments to support, and to use commercially reasonable efforts and timely take all reasonable actions necessary to support, implement and consummate the Recapitalization Transaction and (ii) commitments to negotiate in good faith and use commercially reasonable efforts to execute and implement definitive documents that are consistent with the RSA.

Pursuant to the RSA, the Consenting Parties have agreed to implement the Recapitalization Transaction by no later than 120 calendar days after the Petition Date in the event of prepackaged Chapter 11 Cases or 150 calendar days after the Petition Date in the event of prearranged Chapter 11 Cases, in each case, if the Effective Time has not occurred, which deadlines may be extended or waived in writing by the Requisite Consenting Term Loan Lenders in their sole discretion.

This section describes the material terms of the Subscription Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Subscription Agreement, a copy of which is attached as Annex E to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Subscription Agreement. You are encouraged to read the Subscription Agreement carefully and in its entirety.

Concurrently with the execution of the Merger Agreement on July 8, 2025, the Company entered into the Subscription Agreement with Parent, pursuant to which Parent agreed to purchase, and the Company agreed to issue and sell to Parent, (i) the Subscription Shares or (ii) such other number of Common Shares as may be mutually agreed by the Company and Parent, in each case, for a purchase price of $0.09 per share. On August 13, 2025, Parent purchased from the Company, and the Company issued to Parent, the Subscription Shares for an aggregate purchase price of $684,000 pursuant to the terms of the Subscription Agreement.

The Subscription Agreement contains representations, warranties, covenants and conditions to closing that are customary for an agreement of this nature.

In addition, if the Company enters into an Alternative Acquisition Agreement that constitutes a superior proposal as permitted by the Merger Agreement, Parent has agreed to vote its Subscription Shares at any meeting of Company stockholders:

In the event the Company engages in an alternative acquisition that constitutes a superior proposal as permitted by the Merger Agreement, Parent will be entitled to receive at the closing of such alternative acquisition as consideration for the Subscription Shares to be paid in connection with such alternative acquisition, an amount that is equal to the purchase price that Parent paid to acquire the Subscription Shares.

The Subscription Shares being sold to Parent pursuant to the Subscription Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar expressions, or variations or negatives of these words, but not all forward-looking statements include such words.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Transactions, the RSA and related documents, including the expected time period to consummate the Transactions, and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company and Parent, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:

These disclosures are incorporated by reference in this proxy statement. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this communication. The Company does not intend to update these statements unless required by the securities or other applicable laws to do so, and the Company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this proxy statement.

Superior Industries International, Inc. was incorporated in Delaware in 1969. The principal office address of Superior is 26600 Telegraph Road, Suite 400, Southfield, MI 48033. The telephone number at the principal office is (248) 352-7300.

The principal business of the Company is the design and manufacture of aluminum wheels for sale to OEMs in North America and Europe, and to the after-market in Europe. Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team collaborates with customers to design, engineer, and manufacture a wide variety of innovative and high quality products utilizing the latest light weighting and finishing technologies. Superior serves the European aftermarket with the brands ATS®, RIAL®, ALUTEC®, and ANZIO®.

The Company’s website address is www.supind.com. The information provided on the Company’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to the Company’s website in this proxy statement.

Additional information about Superior is contained in the Company’s public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 94, for more information.

Parent was formed in Delaware on June 24, 2025, solely for the purpose of engaging in the Transactions, including the Merger. Parent is an affiliate of the lenders party to the Existing Term Loan Credit Agreement. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions, including the structuring and negotiation of the Transactions.

The principal office address of Parent is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 and its telephone number is (213) 830-6300.

Merger Sub was incorporated in Delaware on June 24, 2025, as a direct, wholly owned subsidiary of Parent, solely for the purpose of engaging in the Transactions, including the Merger. Merger Sub is an affiliate of the lenders party to the Existing Term Loan Credit Agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions, including the structuring and negotiation of the Transactions. In connection with the Merger, Merger Sub will merge with and into Superior and Merger Sub will cease to exist.

The principal office address of Merger Sub is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 and its telephone number is (213) 830-6300.

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Superior will hold the special meeting via live webcast on September 15, 2025, at 10:00 a.m. Eastern Time. To participate in the special meeting virtually through the internet, please visit www.virtualstockholdermeeting.com/SUP2025SM. We encourage you to allow ample time for online check-in, which will open at 9:45 a.m. Eastern Time. Please note that you will not be able to attend the special meeting in person.

At the special meeting, holders of Shares as of the Record Date will be asked to consider and vote on:

The Company’s stockholders must approve the Merger Agreement Proposal by the affirmative vote of a majority of the voting power of the outstanding Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote thereon, in order for the Merger to occur. If the Company’s stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement carefully in its entirety.

The vote on the Adjournment Proposal and the Merger-Related Compensation Proposal are separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote in favor of the Adjournment Proposal and/or the Merger-Related Compensation Proposal and vote not to approve the Merger Agreement Proposal.

The Transaction Committee evaluated the Merger in consultation with the Company’s management and legal and financial advisors and unanimously (i) approved and declared advisable, and recommended that the Board approve and declare advisable, the Merger Agreement, the execution, delivery and performance thereof and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) determined that the Merger is in the best interests of the Company and its stockholders; (iii) recommended to the Board that the Merger Agreement be submitted to the Company’s stockholders for adoption; and (iv) recommended to the Board that to the Board recommend that the stockholders of the Company vote to adopt the Merger Agreement.

The Board evaluated the Merger in consultation with the Company’s management and legal and financial advisors and (i) approved and declared advisable the Merger Agreement, the execution, delivery and performance thereof and the consummation of the Transactions, including the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) determined that the Merger is in the best interests of the Company and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption; and (iv) resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement.

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the Transaction Committee and the Board. The Board recommends that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Each holder of record of Shares as of the close of business on the Record Date, is entitled to receive notice of, and to vote at, the special meeting. Each such holder will be entitled to one vote for each Common Share that

it owned (or into which its Series A Preferred Shares is convertible) on the Record Date. As of August 14, 2025, there were 37,298,422 Common Shares issued and outstanding and 150,000 Series A Preferred Shares issued and outstanding that would be convertible into 5,951,678 Common Shares entitled to vote at the special meeting.

The presence at the special meeting in person or by proxy of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business.

If you are a holder of Shares as of the Record Date and you vote by mail, by telephone or through the internet or at the special meeting via the virtual meeting website, then your Shares will be counted as part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of the Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

A quorum is necessary to transact business at the special meeting. Once a Share entitled to vote at the special meeting is present via the virtual meeting website or represented by proxy at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting, even if the Share is not voted, including any Shares for which a stockholder directs to abstain from voting. If a quorum is not present at the special meeting, the special meeting may be adjourned by the vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares), the holders of which are either present in person or represented by proxy thereat, until a quorum will be present in person or represented by proxy.

Merger Agreement Proposal. The approval of the Merger Agreement Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the outstanding Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote thereon. Abstentions and failure to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

Merger-Related Compensation Proposal. The approval of the Merger-Related Compensation Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). Failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Adjournment Proposal. The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). Consequently, failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

In addition, if a quorum is not present in person or represented by proxy at the special meeting, the special meeting may be adjourned by the vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares), the holders of which are either present in person or represented by proxy thereat, until a quorum will be present in person or represented by proxy.

Concurrently with the execution of the Merger Agreement on July 8, 2025, the Company entered into the Preferred VSA with TPG and into Common VSAs with the Common Supporting Stockholders. As of the date of the execution of the VSAs, the Shares owned by the Supporting Stockholders collectively represented approximately 39% of the voting power of the Common Shares and the Series A Preferred Shares (on an as-converted basis) outstanding as of July 25, 2025.

Pursuant to the VSAs, each of the Supporting Stockholders agreed to vote or cause to be voted any Shares owned by them (a) in favor of (“for”) the Merger and the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement or necessary or desirable in furtherance of the Merger and the other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn the applicable meeting that the Board supports), and (b) against (i) any action or agreement that could reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Supporting Stockholder contained in the applicable VSA and (ii) any acquisition proposal (which, for the avoidance of doubt, is not a superior proposal or an acquisition proposal for which the Board has made (and not rescinded or withdrawn) a Change in Recommendation) or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

In the event the Board has made (and not rescinded or withdrawn) a Change in Recommendation, the Supporting Stockholders may each vote their Shares with respect to the above matters in any manner they choose.

In addition, each of the Supporting Stockholders agreed not to take certain actions, including not (i) tendering any of their Shares into any tender or exchange offer, (ii) transferring any of their Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty of such Supporting Stockholder contained in the VSA untrue or incorrect in any material respect or have the effect of delaying, preventing or disabling such Common Supporting Stockholder from performing its obligations under the VSA in any material respect. For additional information, see the section entitled “Voting and Support Agreements,” beginning on page 67.

As of August 14, 2025, the Record Date for the special meeting, our directors and executive officers directly owned, in the aggregate, 3,584,087 Shares entitled to vote at the special meeting, or collectively approximately 10% of all the outstanding Common Shares entitled to vote at the special meeting.

Merger Agreement Proposal. The approval of the Merger Agreement Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the outstanding Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote thereon. Abstentions and failure to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

Merger-Related Compensation Proposal. The approval of the Merger-Related Compensation Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). Failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Adjournment Proposal. The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). Consequently, failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters, but may not exercise discretion, and therefore will not vote on non-routine matters, if instructions are not given. Accordingly, if your Shares are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your Shares

(referred to as a “broker non-vote”), and your Shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares. If you are a “street name” holder of Shares and you provide voting instructions to your bank, broker, trust or other nominee with respect to at least one of the proposals, but give no instruction as to one or more of the other proposals, then your Shares will be deemed present at the special meeting for purposes of establishing a quorum at the special meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal.

Holders of Shares as of the Record Date have a choice of voting (i) by proxy by completing a proxy card and mailing it in the prepaid envelope provided, (ii) by calling a toll-free telephone number or (iii) through the internet or (iv) at the special meeting via the virtual meeting website. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for holders of Shares as of the Record Date will close at 11:59 p.m., Eastern Time on September 14, 2025.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares will be voted in “FOR” the Merger Agreement Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. If you indicate “ABSTAIN” on a proposal to be voted, assuming a quorum is present, it will have the same effect as a vote “AGAINST” that proposal. If you wish to vote by proxy and your Shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee for your Shares to be voted at the special meeting. Your bank, broker, trust or other nominee will NOT be able to vote your Shares on the proposals unless you have properly instructed your bank, broker, trust or other nominee on how to vote your Shares.

If you wish to vote by attending the special meeting via the virtual meeting website and your Shares are held in the name of a bank, broker, trust or other nominee, you must obtain a legal proxy, executed in your favor, from the bank, broker, trust or other nominee of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days.

If you do not submit a proxy or otherwise vote your Shares in any of the ways described above, it will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, but will have no effect on the approval of the Merger-Related Compensation Proposal or the Adjournment Proposal, assuming a quorum is present at the special meeting.

A letter of transmittal with instructions for the surrender of certificates will be mailed to Company stockholders if the Merger is completed.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, Okapi Partners LLC, toll-free at + 1 (844) 343-2643, or via email at info@okapipartners.com.

Any proxy given by a Superior stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to approve such proposal. Your Shares will be voted on the Adjournment Proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

If a quorum is not present at the special meeting, the special meeting may be adjourned by the vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares), the holders of which are either present in person or represented by proxy thereat, until a quorum will be present in person or represented by proxy. In addition, the Board may postpone the special meeting for the purpose of soliciting additional proxies or as otherwise permitted under the Merger Agreement.

The Company is soliciting the enclosed proxy card on behalf of the Board. In addition to solicitation by mail, the Company and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

The Company has retained Okapi Partners LLC to assist in the solicitation process. The Company will pay Okapi Partners LLC a fee of approximately $10,000, and will reimburse Okapi Partners LLC for reasonable out-of-pocket expenses.

The Company will ask banks, brokers, trusts and other nominees to forward the Company proxy solicitation materials to the beneficial owners of Shares held of record by such banks, brokers, trusts or other nominees. The Company will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor Okapi Partners LLC, toll-free at + 1 (844) 343-2643, or via email at info@okapipartners.com.

The Company is asking you to approve the Merger Agreement Proposal. You should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger. In particular, you should read in its entirety the Merger Agreement, which is attached as Annex A to this proxy statement. In addition, see the sections entitled “The Merger,” beginning on page 44, and “The Merger Agreement,” beginning on page 44.

The Shares owned by the Supporting Stockholders collectively represent approximately 32% of the voting power of the Common Shares and the Series A Preferred Shares (on an as-converted basis) outstanding as of August 14, 2025. Pursuant to the VSAs, each of the Supporting Stockholders agreed to vote or cause to be voted any Shares owned by them (a) in favor of (“for”) the Merger and the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement or necessary or desirable in furtherance of the Merger and the other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn the applicable meeting that the Board supports), and (b) against (i) any action or agreement that could reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Supporting Stockholder contained in the applicable VSA and (ii) any acquisition proposal (which, for the avoidance of doubt, is not a superior proposal or an acquisition proposal for which the Board has made (and not rescinded or withdrawn) a Change in Recommendation) or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement. In the event the Board has made (and not rescinded or withdrawn) a Change in Recommendation, the Supporting Stockholders may each vote their Shares with respect to the above matters in any manner they choose. For more information, see the section entitled “Voting and Support Agreements,” beginning on page 67.

The approval of the Merger Agreement Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the outstanding Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) entitled to vote thereon. Abstentions and failure to vote will have the same effect, assuming a quorum is present, as a vote “AGAINST” the Merger Agreement Proposal.

Your vote is very important. If you fail to return your proxy, vote by telephone or through the internet or virtually attend the special meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. If you, as a Superior stockholder, return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the Merger Agreement Proposal.

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the Transaction Committee and the Board. The Board recommends that you vote “FOR” the Merger Agreement Proposal.

As required by Item 402(t) of Regulation S-K under the Securities Act and Section 14A of the Exchange Act, we are providing our holders of Shares as of the Record Date the opportunity to cast a vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Superior’s named executive officers that is based on or otherwise relates to the Merger as disclosed in the section entitled “The Merger - Summary of Potential Transaction Payments to Named Executive Officers,” beginning on page 37, including the table in such section and accompanying footnotes.

As an advisory vote, this proposal is not binding upon Superior or the Board, and approval of this proposal is not a condition to completion of the Merger. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements between Superior and the named executive officers, such compensation may be paid or become payable, regardless of the outcome of this advisory vote, if the Merger Agreement is adopted (subject only to the contractual conditions in the Merger Agreement applicable thereto as well as any applicable contractual arrangements between Superior and the named executive officers). Accordingly, you are asked to vote on the following resolution:

“RESOLVED, that the stockholders of Superior Industries International, Inc. approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of Superior Industries International, Inc. that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger - Summary of Potential Transaction Payments to Named Executive Officers.”

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the Merger-Related Compensation Proposal.

The approval of the Merger-Related Compensation Proposal, assuming a quorum is present, requires the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). The vote is advisory only and, therefore, not binding on the Company or Parent or any of their respective subsidiaries, and, if the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be paid or become payable to our named executive officers even if this proposal is not approved. Failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the Transaction Committee and the Board. The Board recommends that you vote “FOR” the Merger-Related Compensation Proposal.

The Company is asking you to approve one or more proposals to adjourn the special meeting to a later date or time if necessary or appropriate to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the special meeting to approve such proposal. If the Company’s stockholders approve the Adjournment Proposal, the Company could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal (other than in respect of any proposal for which the vote has been taken and the polls have been closed at the special meeting). Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, the Company could adjourn the special meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those Shares to change their votes to votes in favor of any such proposal. Additionally, if a quorum is not present at the special meeting, then the Company may seek to adjourn the special meeting.

The approval of the Adjournment Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares) represented and voting at the special meeting (which Shares voting affirmatively also constitute at least a majority of the required quorum). In addition, if a quorum is not present in person or represented by proxy at the special meeting, the special meeting may be adjourned by the vote of a majority of the voting power of the Shares (including the Series A Preferred Shares voting on an as-converted basis and together with the Common Shares), the holders of which are either present in person or represented by proxy thereat, until a quorum will be present in person or represented by proxy. Failure to vote will have no effect on approval of the proposal, assuming a quorum is present; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate.

The Merger Agreement and the Transactions, including the Merger, have been approved and recommended by the Transaction Committee and the Board. The Board recommends that you vote “FOR” the Adjournment Proposal.

Record holders of Common Shares who comply with the procedures summarized below will be entitled to appraisal rights if the Merger is completed. Under Section 262 of the DGCL (which we refer to as “Section 262”), holders of Common Shares with respect to which appraisal rights are properly demanded and perfected and not withdrawn, waived or lost are entitled, in lieu of receiving the Merger Consideration, to have the “fair value” of their Common Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) at the Effective Time judicially determined and paid to them in cash by complying with the provisions of Section 262. Superior is required to send a notice to that effect to each stockholder not less than 20 days prior to the special meeting. This proxy statement constitutes that notice to the record holders of Common Shares.

The following is a brief summary of Section 262, which sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of the applicable requirements, and is qualified in its entirety by reference to Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of your appraisal rights under the DGCL. If you hold your Common Shares through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Stockholders of record who desire to exercise their appraisal rights must do ALL of the following: (i) not vote in favor of the adoption of the Merger Agreement, (ii) deliver in the manner set forth below a written demand for appraisal of the stockholder’s Common Shares to the Corporate Secretary of Superior before the vote on the adoption of the Merger Agreement at the special meeting, (iii) continuously hold Common Shares of record from the date of making the demand through completion of the Merger and (iv) otherwise comply with the requirements of Section 262.

Only a holder of record of Common Shares is entitled to demand an appraisal of the Common Shares registered in that holder’s name. A demand for appraisal must be executed by or for the stockholder of record. The demand should set forth, fully and correctly, the stockholder’s name as it appears on the certificates representing Common Shares. If Common Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If the Common Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent of two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose that, in exercising the demand, the agent is acting as agent for the record owner or owners.

A record owner, such as a broker, who holds the Common Shares as a nominee for others may exercise appraisal rights with respect to the Common Shares held for all or less than all beneficial owners of Common Shares as to which the holder is the record owner. In that case, the written demand must set forth the number of Common Shares covered by the demand. Where the number of Common Shares is not expressly stated, the demand will be presumed to cover all Common Shares outstanding in the name of the record owner.

Beneficial owners who are not record owners and who intend to exercise appraisal rights should consult with the record holder to determine the appropriate procedures for having the record holder make a demand for appraisal with respect to the beneficial owner’s Common Shares. Any holder of Common Shares held in “street name” who desires appraisal rights with respect to those Common Shares must take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record owner of the Common Shares. In addition, a beneficial owner may file a petition in such person’s own name provided that they have satisfied the applicable statutory requirements under Section 262.

Common Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depository, such as Cede & Co., The Depository Trust Company’s nominee. A demand for appraisal with respect to such Common Shares must be

made by or on behalf of the depository nominee and it must identify the depository nominee as the record owner. Any beneficial holder of Common Shares desiring appraisal rights with respect to such Common Shares which are held through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder.

As required by Section 262, a demand for appraisal must be in writing and must reasonably inform Superior of the identity of the record holder (which might be a nominee as described above) and of such holder’s intention to seek appraisal of the holder’s Common Shares.

Stockholders of record who elect to demand appraisal of their Common Shares must mail or deliver their written demand to:

The written demand for appraisal should specify the stockholder’s name and mailing address. The written demand must reasonably inform Superior that the stockholder intends thereby to demand an appraisal of his, her or its Common Shares. The written demand must be received by Superior prior to the vote on the adoption of the Merger Agreement at the special meeting. Neither voting (via the virtual meeting website or by proxy) against, abstaining from voting on or failing to vote on the adoption of the Merger Agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262. In addition, the stockholder must not vote its Common Shares in favor of adoption of the Merger Agreement. An executed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the Merger Agreement and will cause the stockholder’s right of appraisal to be lost. Therefore, a stockholder who desires to exercise appraisal rights should either (x) refrain from executing and submitting the enclosed proxy card or (y) vote by proxy against the adoption of the Merger Agreement or affirmatively register an abstention with respect thereto.

Within 120 days after completion of the Merger, but not thereafter, either the Surviving Corporation or any stockholder who has timely and properly demanded appraisal of such stockholder’s Common Shares and who has complied with the requirements of Section 262 and is otherwise entitled to appraisal rights, or any beneficial owner for which a demand for appraisal has been properly made by the record holder, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the Common Shares of all stockholders who have properly demanded appraisal. There is no present intent on the part of Superior as the Surviving Corporation to file an appraisal petition, and stockholders seeking to exercise appraisal rights should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of such Common Shares. Accordingly, stockholders who desire to have their Common Shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

Within 120 days after completion of the Merger, any stockholder or beneficial owner who has complied with the applicable provisions of Section 262 will be entitled, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the Surviving Corporation a statement setting forth the aggregate number of Common Shares not voting in favor of the Merger and with respect to which demands for appraisal were received by the Surviving Corporation and the number of holders of such Common Shares. Such statement must be mailed within ten (10) days after a written request therefor has been received by the Surviving Corporation or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for appraisal is duly filed by a Superior stockholder or beneficial owner and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their Common Shares and with whom agreements as to the value of their Common Shares have not been reached. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those

stockholders who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their Common Shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. The Delaware Court of Chancery must dismiss an appraisal proceeding as to all Superior stockholders who assert appraisal rights unless (i) the total number of Common Shares entitled to appraisal exceeds 1% of the outstanding Common Shares of the class or series eligible for appraisal, or (ii) the value of the consideration provided in the Merger for such total number of Common Shares seeking appraisal exceeds $1,000,000, or (iii) the Merger was approved pursuant to Section 253 or Section 267 of the DGCL. Where proceedings are not dismissed, the appraisal proceeding will be conducted, as to the Common Shares owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.

After a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Common Shares owned by those stockholders, determining the fair value of the Common Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as provided in subsection (h) of Section 262, interest from the date the Merger is completed through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the date the Merger is completed and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the combined company may pay to each former Superior stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in Section 262 only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the Common Shares as determined by the Delaware Court of Chancery, and (ii) interests theretofore accrued, unless paid at that time. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court may consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should bear in mind that the fair value of their Common Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration they are entitled to receive pursuant to the Merger Agreement if they do not seek appraisal of their Common Shares, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262. Superior reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a Share is less than the applicable Merger Consideration.

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. The Delaware Court of Chancery may order that all or a portion of

the expenses incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all Common Shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses.

From and after the date of completion of the Merger, any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after completion of the Merger, be entitled to vote for any purpose any Common Shares subject to such demand or to receive payment of dividends or other distributions on such Common Shares, except for dividends or distributions payable to stockholders of record at a date prior to completion of the Merger.

Within 10 days after the Effective Time, the Surviving Corporation must give notice of the date that the Merger became effective to each of Superior’s stockholders who have not voted in favor of the Merger or consented thereto and have properly exercised and perfected and not withdrawn, waived or lost a written demand for appraisal in accordance with Section 262. At any time within 60 days after completion of the Merger, any stockholder who has demanded appraisal and who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such stockholder’s demand for appraisal and to accept the cash to which the stockholder is entitled pursuant to the Merger. After this period, the stockholder may withdraw such stockholder’s demand for appraisal only with the written approval of the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after completion of the Merger, stockholders’ rights to appraisal will cease and all stockholders will be entitled only to receive the Merger Consideration as provided for in the Merger Agreement. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. However, the preceding sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after completion of the Merger.

The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Failure to comply strictly with all the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, if you wish to exercise your appraisal rights, you are strongly urged to consult a legal advisor before attempting to exercise your appraisal rights.

The Common Shares are traded on the OTC Pink Market under the symbol “SSUP.” The Company common stock was previously traded on the NYSE under the symbol “SUP”. On June 25, 2025, the NYSE filed a Form 25 with the SEC in connection with delisting the Common Shares, which delisting became effective ten days after the Form 25 was filed. On June 25, 2025, the Common Shares commenced trading on the OTC Pink Market or “pink sheets” under the symbol “SSUP.”

As of the close of business on August 14, 2025, the Record Date, there were 37,298,422 Common Shares issued and outstanding and 150,000 Series A Preferred Stock issued and outstanding that would be convertible into 5,951,678 Common Shares entitled to vote, held by approximately 264 holders of record of Common Shares. Because many of the Common Shares are held by banks, brokers, trusts and other institutions on behalf of Company stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

The closing price of the Common Shares on the OTC Pink Market on July 7, 2025, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $0.15 per Common Share. On August 14, 2025, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for the Common Shares on the OTC Pink Market was $0.083 per Common Share.

If the Merger is completed, the Common Shares will no longer trade on the OTC Pink Market, will be deregistered under the Exchange Act, will cease to be publicly traded and the Company will no longer file periodic reports with the SEC.

You are encouraged to obtain current market prices of the Common Shares in connection with voting your Common Shares. Following the Merger, there will be no further market for Common Shares, and Common Shares will be delisted from the OTC Pink Market, deregistered under the Exchange Act, and cease to be publicly traded.

The Company has historically paid dividends on its Series A Preferred Shares, however under the terms of the Merger Agreement, from and after the date of the Merger Agreement, prior to the Closing (or the earlier termination of the Merger Agreement), the Company is prohibited from declaring or paying any cash dividend or other distribution on the Shares without Parent’s prior written consent.

Unless otherwise noted, the following table sets forth information with respect to the beneficial ownership of Shares as of August 14, 2025 by (i) each person or group known by us to beneficially own (or have the right to acquire within 60 days) more than 5% of the outstanding Shares, (ii) each of our directors, (iii) each of our named executive officers (the “Named Executive Officers”) and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated, each of our directors and “Named Executive Officers” has (a) the same business address as Superior and (b) sole investment and voting power over all of the Shares that he or she beneficially owns. All Share numbers have been rounded to the nearest whole number.

The percentage ownership of common stock is based on 37,298,422 Common Shares outstanding as of August 14, 2025. The percentage of total voting power is based on 43,250,100 total votes represented by 37,298,422 Common Shares outstanding and 5,951,678 shares of common stock underlying 150,000 shares of Series A Shares as of August 14, 2025. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. For the purpose of computing the number of shares beneficially owned, percentage ownership of common stock and voting power, derivative securities that are convertible into common stock are deemed to be outstanding and beneficially owned by the person holding such derivative securities, but are not deemed to be outstanding for the purpose of computing beneficial ownership of any other person.