SUPERIOR INDUSTRIES INTERNATIONAL INC

Item 1A. Risk Factors

There have been no changes to the risk factors as described in Part I, Item 1A, Risk Factors in our 2024 Form 10-K, except as follows:

The NYSE has delisted our common stock from trading on its exchange, which has and could limit investors ability to make transactions in our common stock and subject us to additional trading restrictions. 

On June 24, 2025, the New York Stock Exchange (the NYSE) notified us that it had determined to (A) immediately suspend trading in our common stock, due to a determination that we had fallen below the NYSEs continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000 pursuant to Section 802.01B of the NYSE Listed Company Manual, and (B) commence proceedings to delist our common stock.

On June 25, 2025, the NYSE filed a Form 25-NSE with the SEC in connection with the delisting of our common stock from the NYSE, which delisting became effective ten days after the Form 25 was filed. Our common stock began trading on the Pink Open Market operated by t and in our Q2 10-Q, except the OTC Markets Group, Inc. (commonly referred to as the pink sheets) under the ticker symbol SSUP on June 25, 2025. 

Delisting from the NYSE has made trading our common stock more difficult for investors, potentially leading to declines in the trading price of our securities and liquidity and other material adverse consequences including:

limited availability of market quotations for our securities;

a determination that our common stock is a penny stock which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

a limited amount of analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future; and

loss of confidence by shareholders, employees, and business partners.

We do not now, and are not expected to in tremoval of certain risk factors related to the foreseeable future, meet the listing standards of the NYSE or any other national securities exchange. We can provide no assurance that our common stock will continue to trade on the Pink Open Market, whether broker-dealers will continue to provide public quotes of our shares on the Pink Open Market, whether the trading volume of our common stock will be sufficient to provide for an efficient trading market or whether quoteProposed Merger and as for our common stock will continue on this market in the future, which could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock.

42

llows:

Our current cash and liquidity projections raise substantial doubt about our ability to continue as a going concern.

A limited number of customers represent a large percentage of our consolidated net sales. As discussed in Item 1. Note 2. Basis of Presentation and in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  Executive Overview  Recent Customer Resourcing Actions and  Financial Condition, Liquidity and Capital Resources, in April during the second quarter of 2025, certain of the Company's customers in North America notified us of their intentbegan to resource to other suppliers all substantially all outstanding purchase orders during the month of April 2025 with a minimal wind-down period and to noand not issue any additional purchase orders to us the Company thereafter. Prior to these notificaresourcing actions, we the Company estimated these customers to represent approximately 33% of ourits projected consolidated net sales for the 2025 fiscal year. These customers represent ed approximately 40% of ourthe Companys consolidated net sales for the year ended December 31, 2024, and approximately 36% of ourthe Companys consolidated net sales for the year ended December 31, 2023. Therefore, we have evaluated whether these events, considered in the aggregate, give rise to substantial doubt about our ability to continue as a going concern over the next twelve months. While we have obtained a waiver related to our financial covenants under our Credit Agreements for During the nine months ended September 30, 2025, the Company borrowed $42.5 million on its revolving credit facility, as the test period ending June 30, 2025, we do not expect that we will beactions described able to meet our financial covenove significants as early as September 30, 2025. In addition, based on our current estimates and forecasts, we do not expect that we will have the cash and cash equivalents or sufficient liquidiffected the Companys ability to fund our opgenerations and meet our obligations as they become due over the next twelve monthse cash from operating activities or from the issuance date sale of these unaudited condensed consolidated financial statements if we do not obtain arade receivables. In additional sources, as of funding, amend the applicable provisions in our credit agreements, or obtainSeptember 30, 2025, the Company waivers with respect thereto prior to that date. Furthermore, since the conditions to closing the proposed Merger are not solely within our control, there can be no assurance that the Merger will be consummated on the s in violation of its financial covenanticipated terms and timing, or at all. Therefore,s under these adverse conditions and events describ Senior Secured above raise substantial doubt about our abCredit Facility to continue as a going concern as of the issuance date.

ies. The perception that refore, we may not be able to continue as a going concern may cause customers, vendors, and ohave evaluated whether thers to review and alter their business relatise events, conships and terms with us, including choosing not to extend an existing relationship with us, and may affect our credit rating. If we seek additional financing to fund operations and there remains sidered in the aggregate, give rise to substantial doubt about our ability to continue as a going concern, financing sources may be unwilling to provide such funding to us on commercially reasonable terms, or at all. If we are unable to  over the next twelve months.

On December 8, 2025 the Company completed the proposed Merger we and certain of our subsidiaries are expecteviously announced to be required to file a voluntary petition for relief under chaptMerger with Parent, and Merger 11 of title 11 of the United States Code (the Bankruptcy Code) Sub pursuant to the terms of that certain Recapitalization Support Merger Agreement, dated July 8, 2025, by aand among the Company, its subsidiaries and the lenders party to the Term Loan Agreeentered into ament (the RSA). Additional information about the RSA is set forth in our Current Report on Form 8-K/A filed with the SEC on July 9, 2025, and our preliminary proxy statement filed with the SEC on July 30, 2025. 

Risk dments to its Senior Secured Credit Factors related to the Proposed Merger

ilities. The proposed Merger is subject to approval of our stockholders as well as the satisfaction of other closing conditions, including governThird Ament consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

dment to the Completion of the Merger is subject to a number of closing conditions, including obtaining the approval of our stockholders and the receipt of requianys Senior Secured regulatory approvals, consents or clearances with respect to the Merger under applicable competition and/or foreign direct investment laws. We can provide no assurance that all requiCredit Facilities entered consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obinto on December 8, 2025, removed certained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to t financial covenants under the tTerms, conditions and timing of such consents Loan Facility and approvals or the timing of twaived the completion of the Merger. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if financial covenants under these conditions will be satisfied (or waived, if applicable). Any adverse consequence of the pending Merger could be exacerbated by any delays in comple Revolving Credit Facility through June 30, 2026. In addition of , the Merger or termination of the Merger Agreement.

Each partys obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiaRevolving Credit Facility qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement, including, with respect to us, covenants to conduct our business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. As a result, we cannot assure you that the Merger will be completed, even if our stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.

We may was amended to mature on June 30, 2026. The Senior Secured Credit Facilities now also contain a monthly minimum liquidity threshold of not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our less than $10.0 million as of the last business, financial results and operations.

The proposed Merger may not be  day of each month. 

While the Company has completed within the expected timeframe, or at all, as a result of varthe previous factors and conditions, some of which may be beyond our control. If the ly announced Merger is not completed for any reason, including as a result of our stockholders failing to adop, it does not expect the Merger Agreement, our stockholdersat it will not receihave any payment for their shares of our common stock in connection with the Merger. Instead, we athe cash and certain of our subsidiaries are expected to be reash equired to file a voluntary petition for relief under chapter 11 of title 11 of the Bankruptcy Code pursuant to the terms of the RSA. Additional information about the RSA is set 

43

forth ivalents or sufficien our Current Report on Form 8-K/A filed with the SEC on July 9, 2025, and our preliminary proxy statement filed with the SEC on July 30, 2025.

Moreover, our ongoing business may be materially adversely affected, and we would be subject to a number of risks, including the following:

we may experience negative reactiont liquidity to meet its from the financial markets, including negobligative impacts on our stock price, ons and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currentcomply trade;

we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, customers, partners, suppliers and others with whom we do business;

we may experience negative reactions from commercial and business partners; and

we will still be required to pay certain significant costs relating towith its minimum liquidity covenant over the next twelve months from the Merger, such as legal, accounting, finissuancial advisory, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in e date of these unaudited connection with the Merger.

If the Merger is not densed consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, finanolidated financial results and stock price, particularly to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.

The announcement and pendency of statements. To address the Merger may adversely affect our business, financial results and operatse conditions.

Whether or not the Merger is completed, its announc, management and pendency could cause disruptioplans to our business including:

while the Merger Agreement is in effect, we are subject to restrictions on our business activities, inclubtain additional sources of funding, among other things, restrictions on our ability to engage in certain kinds of material transactions, which could prevent us from pursuing strategic business opportunities, taking acti or amend the applicable provisions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developin its credit agreements, and may as a result materially ad. Howeversely affect our business, results of operatio, such plans and financial condition;

matters relating to the Merger require substantial commitments of time and resources by our management, which could resultre not solely in the distraction of management from ongoing business operationsCompanys control and pursuing other opportunities that could have been beneficial to us; and

we may commit significant time and resources to defending against litigation related to the Merger.

We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with customers and other third-party business partners.

Our efforts to complete the Merger could cause substantial disrupefore cannot be considered probable of occurring. Therefore, these adverse conditions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whetherevents described above raise substantial doubt about the Merger will be cCompleted may affect our aanys ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challengcontinue as a going while the Merger is pending because employees may experieconce uncertainty about their roles followingrn as of the Merger. As mentioned above, a substantial amount of our managements and employees attention is being directed toward the compleissuance date.

The perception of the Merger and thus is being diverted from our day-to-day operations. Uncertainty asthat we may not be able to our future could adversely affect our business and our relationship with customers and potential customers. For example, continue as a going concern may cause customers, suppliersvendors, and other third parties may defer decisions concerning working with us, or seek to change existings to review and alter their business relationships with us. Changes to or tand termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in the completion of the Merger or the termins with us, including choosing not to extend an existing relation of the Merger Agreement.

We have incurred, and will continue to incur, direct ship with us, and indirect costs as a resulmay affect of the Merger.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professionalur credit rating. If we services and other transactek addition costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyoal financing to fund operations and our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

44

Lthere remains substantial doubt about our abitigation challenging the Merger Agreement may prevent the Merger from being lity to consummated within the expected timeframe or at all.

Lawsuits may be filed against us, our Board of Directors or other parties to the Merger Agreement, challenging our acquisition by Parent making other claims in connection therewith. Such lawsuits may be brought by our purported stockholders and tinue as a going concern, financing sources may seek, among other things,be unwilling to enjoin consummation of the Merger. One of the coprovide such funditionsng to the consummation of the Merger is that no governmental entity will have enacted, issued, promulgated, enforced or entered into any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Mergerus on commercially reasonable terms, or at all. As such, if the plaintiffs in such potentidditional lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger information the agreed upon terms, then such injunction may prevent tabout the Merger from becoming effective, or from becoming effective within the expected timeframe.

The Merger Agreement contains provisions that could discourage or deter a potential competing offer to acquire our common stock.

We are not permitted to solicit proposals for certain alternative acquisitions and, subject to certain exceptions, we are not permitted to engage in discussions or negotiations regarding an alternative acquisition. Such restrictions could discourage or deter a third party, that may be willing to pay more than Parent for our outstanding common stock, from considering or proposing such an acquisition.is set forth in our Current Report on Form 8-K filed with the SEC on December 8, 2025.

42