American Axle Files 8-K: Regulation FD, Other Events

TL;DR

AXL filed an 8-K today covering Reg FD and other events. Details to follow.

AI Summary

On September 15, 2025, American Axle & Manufacturing Holdings, Inc. filed an 8-K report. The filing indicates a Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. No specific financial figures or new material events were detailed in the provided excerpt.

Why It Matters

This 8-K filing signals that American Axle & Manufacturing Holdings, Inc. is disclosing information under Regulation FD and reporting on other events, which could include material updates for investors.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report with no immediate indication of significant negative events or financial distress.

Key Players & Entities

• AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 38-3161171 (identifier) — IRS Employer Identification No.
• One Dauch Drive, Detroit, Michigan 48211-1198 (address) — Address of Principal Executive Offices
• 313-758-2000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AXL The New York Stock Exch
• $843 million — subject to market and other conditions, $843 million of senior secured notes due 2032 (the "
• $600 million — otes due 2032 (the "Secured Notes") and $600 million of senior unsecured notes due 2033 (the
• $600 million — rom time to time to prefund interest on $600 million aggregate principal amount of Unsecured
• $500 million — of the Unsecured Notes by approximately $500 million to $1.1 billion. If more than $600 mill
• $1.1 billion — Notes by approximately $500 million to $1.1 billion. If more than $600 million aggregate pr

Filing Documents

• tm2525923d1_8k.htm (8-K) — 37KB
• tm2525923d1_ex99-1.htm (EX-99.1) — 555KB
• tm2525923d1_ex99-2.htm (EX-99.2) — 950KB
• tm2525923d1_ex99-3.htm (EX-99.3) — 1469KB
• tm2525923d1_ex99-4.htm (EX-99.4) — 626KB
• tm2525923d1_ex99-5.htm (EX-99.5) — 18KB
• tm2525921d2_ex99-5img001.jpg (GRAPHIC) — 49KB
• tm2525923d1_ex99-3img001.jpg (GRAPHIC) — 3KB
• tm2525923d1_ex99-1sp01img001.jpg (GRAPHIC) — 24KB
• tm2525923d1_ex99-1sp01img002.jpg (GRAPHIC) — 2KB
• tm2525923d1_ex99-1sp01img003.jpg (GRAPHIC) — 1KB
• 0001104659-25-089759.txt ( ) — 4230KB
• axl-20250915.xsd (EX-101.SCH) — 3KB
• axl-20250915_lab.xml (EX-101.LAB) — 33KB
• axl-20250915_pre.xml (EX-101.PRE) — 22KB
• tm2525923d1_8k_htm.xml (XML) — 3KB

01

Item 7.01. Regulation FD Disclosure In connection with the proposed senior notes offering described in Item 8.01 below, American Axle & Manufacturing Holdings, Inc. ("AAM") is providing potential investors with a preliminary offering memorandum, dated September 15, 2025 (the "Preliminary Offering Memorandum"). The Preliminary Offering Memorandum contains (i) certain information not previously disclosed by AAM; (ii) unaudited pro forma condensed combined financial information giving effect to AAM's pending combination (the "Combination") with Dowlais Group plc ("Dowlais") as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 and the related notes thereto; (iii) the audited financial statements of Dowlais as of December 31, 2024 and 2023 and for the years then ended and the related notes thereto and (iv) the unaudited financial statements of Dowlais as of June 30, 2025 and for the six-month periods ended June 30, 2025 and 2024 and the related notes thereto. This information is included in Exhibits 99.1, 99.2, 99.3 and 99.4 attached to this Current Report on Form 8-K (the "Form 8-K"), respectively, and incorporated herein by reference. The information in this Item 7.01 and the exhibits attached to this Form 8-K as Exhibits 99.1, 99.2, 99.3 and 99.4 are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.

01

Item 8.01. Other Events On September 15, 2025, AAM announced that its wholly-owned subsidiary, American Axle & Manufacturing, Inc. (the "Issuer"), intends to offer, subject to market and other conditions, $843 million of senior secured notes due 2032 (the "Secured Notes") and $600 million of senior unsecured notes due 2033 (the "Unsecured Notes," and together with the Secured Notes, the "Notes") in an offering that is exempt from the registration requirements of the Securities Act. The Secured Notes will be secured by a first priority security interest in substantially all of the assets of the Issuer, AAM and AAM's subsidiaries (other than the Issuer) that guarantee its existing credit agreement, subject to certain thresholds, exceptions and permitted liens. Such assets will also continue to secure borrowings under the Issuer's existing credit agreement on a pari passu basis. The Secured Notes will be unconditionally guaranteed on a senior secured basis and the Unsecured Notes will be unconditionally guaranteed on a senior unsecured basis by AAM and its subsidiaries (other than the Issuer) that guarantee its existing credit agreement. The Issuer intends to use the net proceeds from this offering, together with borrowings under its existing credit agreement and cash on hand, (i) to pay the cash consideration payable in connection with the Combination with Dowlais and related fees and expenses, (ii) to repay in full all outstanding borrowings under the existing credit facilities of Dowlais and to pay related fees, expenses and premiums, after which the existing credit facilities of Dowlais will be terminated, (iii) to fund a change of control offer for certain outstanding notes of Dowlais and (iv) the remainder, if any, for general corporate purposes, which may include, among other things, repayment of debt. Unless the Combination is consummated concurrently with the closing of the offering of the Notes, the Issuer will deposit into segregated escrow accounts fo

Forward-Looking Statements

Forward-Looking Statements This report may contain statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the proposed offering of the Notes, our intention to issue the Notes, the expected use of proceeds and the Combination. Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results , and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to AAM include factors detailed in the reports AAM files with the Securities and Exchange Commission, including those described under "Risk Factors" in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Excerpts from Preliminary Offering Memorandum. 99.2 Unaudited Pro Forma Condensed Combined Financial Information, together with the notes thereto, from the Preliminary Offering Memorandum, dated September 15, 2025. 99.3 Audited financial statements of Dowlais as of December 31, 2024 and 2023 and for the years then ended and related notes thereto. 99.4 Unaudited financial statements of Dowlais as of June 30, 2025 and for the six-month periods ended June 30, 2025 and 2024 and the related notes thereto. 99.5 Press release dated September 15, 2025. 104 Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. Date: September 15, 2025 By: /s/ Matthew K. Paroly Matthew K. Paroly Vice President, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR