--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-25-044874" form_type: "8-K" ticker: null cik: "0000095552" company_name: "SUPERIOR INDUSTRIES INTERNATIONAL INC" filed_at: "2025-12-08T23:59:59+00:00" generated_at: "2026-05-16T14:10:20.427142+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Superior Industries closes acquisition by term loan investors; common shareholders receive $0.09/share ## Summary - Merger closed Dec 8, 2025; each common share cancelled for $0.09 cash. - Preferred shareholders get $39.49 cash + 0.23 units of Parent LLC per share. - CEO Majdi Abulaban resigns; Michael Dorah (ex-COO) appointed CEO; Shane Giebel named CFO. - Company will file Form 15 to terminate SEC reporting, becoming privately held. - Term loan amendment adds $27.5M new loans, waives defaults; RCF maturity extended to June 2026. ## SEC filing metadata - accession: 0001140361-25-044874 - form_type: 8-K - cik: 0000095552 - company_name: SUPERIOR INDUSTRIES INTERNATIONAL INC - filed_at: 2025-12-08T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/ef20056560_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-044874 - JSON: https://secwatch.observer/filing/0001140361-25-044874.json - Plain text: https://secwatch.observer/filing/0001140361-25-044874.txt ## Source-grounded claims - claim_id: 2db1778e01ffd205fa0c6247c963d108a30b9271 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan. evidence_excerpt: immediately following the consummation of the Merger, each Term Lender (a) exchanged with the Company all of its rights, title, and interest in, to, and under its Exchanged Term Loan Claims and Bridge Loan Claims evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: 93a9c0d625d9785e19c32da5172038524130d667 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC amended revolving credit with Revolving Lenders, JPMorgan Chase Bank, N.A. maturing June 30, 2026. evidence_excerpt: the maturity of the revolving credit facility thereunder was amended to June 30, 2026 evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: be82a034310910d8622030d8edaacd9389296ec1 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan of $172,500,000 of aggregate principal amount of term loans with Term Lenders, TPG Growth III Sidewall, L.P.. evidence_excerpt: $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 evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: d05b5805bcee0ea831a8889e42e99d37260dee85 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan of an additional $27,500,000 of aggregate principal amount of term loans with Term Lenders, Oaktree Fund Administration, LLC. evidence_excerpt: an additional $27,500,000 of aggregate principal amount of term loans were made to the Company by the Term Lenders evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: a21121fb7607ab257addffe846e5a922fd229754 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC: Bylaws amended and restated in their entirety pursuant to merger agreement. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: d2106c657065a8f700dea11ed6f8ff32254b02b6 claim: SUPERIOR INDUSTRIES INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety pursuant to merger agreement. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm - claim_id: 2032579848bbcaf5a9fc37a33a089c7727815d6c claim: SUPERIOR INDUSTRIES INTERNATIONAL INC underwent a change of control involving SUP Parent Holdings, LLC for $0.09 per Common Share in cash; $39.49 per Series A Preferred Share in cash and 0.23 units of limited liability company interests of Parent per Series A Preferr (closed 2025-12-08). evidence_excerpt: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/95552/000114036125044874/0001140361-25-044874-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.