American Axle Files 8-K on Agreements and Obligations

TL;DR

AXL filed an 8-K on Oct 3, 2025, covering new and terminated deals + financial obligations. Watch for details.

AI Summary

On October 3, 2025, American Axle & Manufacturing Holdings, Inc. filed an 8-K report detailing the entry into and termination of material definitive agreements. The company also reported the creation of direct financial obligations or obligations under off-balance sheet arrangements. Specific details regarding the nature of these agreements and obligations were not provided in this summary.

Why It Matters

This filing indicates significant changes in the company's contractual and financial commitments, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry risk and require further investigation into their specifics.

Key Players & Entities

• AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• One Dauch Drive, Detroit, Michigan 48211-1198 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AXL The New York Stock Exch
• $850 million — Inc. (NYSE: AXL) (the "Company") issued $850 million in aggregate principal amount of 6.375%
• $1.25 billion — otes due 2032 (the "Secured Notes") and $1.25 billion in aggregate principal amount of 7.750%
• $500 million — Issuer's 6.50% Notes due 2027, of which $500 million aggregate principal amount was outstand
• $150 million — e hereof, and the partial redemption of $150 million principal amount of the Issuer 6.875% S
• $400 million — 6.875% Senior Notes due 2028, of which $400 million aggregate principal amount was outstand
• $600 million — nsecured Notes, the gross proceeds from $600 million aggregate principal amount of Unsecured
• $843 million — ers agreed to provide the Issuer with a $843 million interim loan facility (the "Amended & R

Filing Documents

• tm2527933d1_8k.htm (8-K) — 38KB
• tm2527933d1_ex4-1.htm (EX-4.1) — 1013KB
• tm2527933d1_ex4-2.htm (EX-4.2) — 619KB
• tm2527933d1_ex4-3.htm (EX-4.3) — 63KB
• tm2527933d1_ex4-4.htm (EX-4.4) — 58KB
• 0001104659-25-096647.txt ( ) — 2292KB
• axl-20251003.xsd (EX-101.SCH) — 3KB
• axl-20251003_lab.xml (EX-101.LAB) — 33KB
• axl-20251003_pre.xml (EX-101.PRE) — 22KB
• tm2527933d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 3, 2025, American Axle & Manufacturing, Inc. (the "Issuer"), a Delaware corporation and wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc. (NYSE: AXL) (the "Company") issued $850 million in aggregate principal amount of 6.375% senior secured notes due 2032 (the "Secured Notes") and $1.25 billion in aggregate principal amount of 7.750% senior unsecured notes due 2033 (the "Unsecured Notes," and together with the Secured Notes, the "Notes"). The Secured Notes are secured by a first priority security interest in substantially all of the assets of the Issuer, the Company and the Company'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 the Company and its subsidiaries (other than the Issuer) that guarantee its existing credit agreement. The Secured Notes are governed by an indenture, dated as of October 3, 2025 (the "Secured Notes Indenture") among the Company, the Issuer, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The Unsecured Notes are governed by an indenture, dated as of October 3, 2025 (the "Unsecured Notes Indenture," and together with the Secured Indenture, the "Indentures") among the Company, the Issuer, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. The Secured Notes Indenture contains covenants that, among other things, restrict, with certain exceptions, the Issuer's ability to: incur additional debt, make restricted payment, incur debt secured by liens, dispose of asse

02

Item 1.02. Termination of a Material Definitive Agreement As previously disclosed, in connection with the Combination, on February 24, 2025, the Company and the Issuer entered into (i) an Amended and Restated First Lien Bridge Credit Agreement with the lenders party thereto (collectively, the "First Lien Bridge Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the First Lien Bridge Lenders agreed to provide the Issuer with a $843 million interim loan facility (the "Amended & Restated First Lien Bridge Credit Agreement"); and (ii) an Amended & Restated Second Lien Bridge Credit Agreement with the lenders party thereto (collectively, the "Second Lien Bridge Lenders" and together with the First Lien Bridge Lenders, the "Bridge Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Second Lien Bridge Lenders agreed to provide the Issuer with a $500 million interim loan facility (the "Amened & Restated Second Lien Bridge Credit Agreement" and together with the Amended & Restated First Lien Bridge Credit Agreement, the "Amended & Restated Bridge Credit Agreements"), the Bridge Lenders agreed to provide certain borrowings to finance the Combination and expenses payable in connection therewith. Following the Company and the Issuer's entry into the Indentures, on October 3, 2025, the Company and the Issuer delivered bridge termination letters effective as of such date (the "Bridge Termination Letter Agreements"), pursuant to which the Amended and Restated Bridge Credit Agreements were terminated.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Indenture, dated October 3, 2025, among the Company, the Issuer, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. 4.2 Indenture, dated October 3, 2025, among the Company, the Issuer, certain subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of Secured Notes. 4.4 Form of Unsecured Notes.

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: October 3, 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