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

This Current Report on Form 8-K is being filed by Superior Industries International, Inc., a Delaware corporation (the “Company” or “Superior”) in connection with the consummation, on December 8, 2025 (the “Closing Date”), of the previously announced Merger (as defined below) contemplated by that certain Agreement and Plan of Merger, dated as of July 8, 2025 (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 wholly owned subsidiary of Parent (“Merger Sub”).

At the effective time of the Merger on the Closing Date (the “Effective Time”), in accordance with the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent.  Immediately prior to the Effective Time, Parent held Common Shares that represented approximately 17.6% of the total voting power of the Company.

At the Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, each Common Share and each share of preferred stock, par value $0.01 per share designated as Series A Preferred Shares (the “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 Shares owned by (i) Parent or Merger Sub or any of their respective Subsidiaries, (ii) the Company as treasury stock and (iii) holders of Common Shares who have not voted in favor of the Merger or consented thereto and have properly exercised and perfected and not withdrawn, waived or lost a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law) was converted into the right to receive:

On December 8, 2025, the Company entered into that certain Third Amendment to Amended and Restated Credit Agreement (the “Term Loan Third Amendment”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto (the “Term Lenders”), and Oaktree Fund Administration, LLC, as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of August 14, 2024 (as in effect prior to the effectiveness of the Term Loan Third Amendment, the “Existing Term Loan Credit Agreement” and, as amended by the Term Loan Third Amendment, the “Term Loan Credit Agreement”), by and among inter alios, the Company, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent. Pursuant to the Term Loan Third Amendment and the Term Loan Credit Agreement, among other things, (i) an additional $27,500,000 of aggregate principal amount of term loans were made to the Company by the Term Lenders, (ii) $172,500,000 of aggregate principal amount of term loans (which amount was increased from the amount provided in the Recapitalization Support Agreement, dated as of July 8, 2025, by mutual agreement of the Company, the Term Loan Lenders, and TPG Growth III Sidewall, L.P. (“TPG”)) were deemed made to the Company by (a) the Term Lenders in exchange for an equivalent amount of obligations owed to the Term Lenders under the Existing Term Loan Credit Agreement and (b) TPG in consideration for its agreement with respect to the increased aggregate principal amount of term loans and (iii) the Term Lenders agreed to waive defaults and events of default outstanding under the Existing Term Loan Credit Agreement.

On December 8, 2025, the Company entered into that certain Third Amendment to Credit Agreement (the “RCF Third Amendment”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto (the “Revolving Lenders”), and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which amends that certain Credit Agreement, dated as of December 15, 2022 (as in effect prior to the effectiveness of the RCF Third Amendment, the “Existing Revolving Credit Agreement” and, as amended by the RCF Third Amendment, the “Revolving Credit Agreement”), by and among inter alios, the Company, the other borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Pursuant to the RCF Third Amendment and the Revolving Credit Agreement, among other things, (i) the Revolving Lenders agreed to waive certain defaults and events of default outstanding under the Existing Revolving Credit Agreement and compliance with the financial covenants under the Revolving Credit Agreement through (and including) June 30, 2026 and (ii) the maturity of the revolving credit facility thereunder was amended to June 30, 2026.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

As a result of the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in the Introductory Note of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the applicable Merger Consideration. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive the applicable Merger Consideration.

 

Effective as of the Effective Time, Michael Dorah and Shane Giebel became directors of the Company, with Mr. Dorah also being appointed as President and Chief Executive Officer and Mr. Giebel being appointed as Chief Financial Officer and Senior Vice President, FP & A/CFO North America.

 

The biographies of Mr. Dorah and Mr. Giebel are disclosed in the Company’s Form 10-K filed with the SEC on March 6, 2025 and Form 8-K filed with the SEC on July 22, 2025, respectively.

 

The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

 

In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation in effect immediately prior to the Effective Time was amended and restated in its entirety. In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws in effect immediately prior to the Effective Time were amended and restated in their entirety.

On December 8, 2025, the Company issued a press release announcing, among other things, the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.