Superior Industries International (SUP) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement on July 8, 2025, with affiliates of existing term loan lenders, converting significant debt to equity and extinguishing preferred stock.

• Common shareholders to receive $0.09 per share in cash; preferred shareholders to receive cash and 3.5% of new parent equity.

• Transaction reduces funded debt by nearly 90%, from $982 million to $125 million, and positions the company for long-term growth.

• The company will be delisted from NYSE and become privately held after closing, expected in Q3 2025, subject to regulatory and shareholder approvals.

• Forward-looking statements highlight risks including regulatory approvals, litigation, and business disruptions.

Voting matters and shareholder proposals

• Board and transaction committee unanimously approved the merger and recommend shareholders vote in favor.

• Voting and Support Agreements signed by shareholders representing ~40% of voting power, committing to support the merger.

• Proxy statement to be filed for a special shareholder meeting to approve the merger.

Board of directors and corporate governance

• Board retains right to change recommendation in response to superior proposals or intervening events.

• Directors and officers may be required to resign at closing as requested by the new parent.