Howmet Aerospace Inc. 8-K Filing

Key Financial Figures

• $1.00 — h registered Common Stock , par value $1.00 per share HWM New York Stock Exchange
• $3.75 — r share HWM New York Stock Exchange $3.75 Cumulative Preferred Stock , par value
• $100 — Cumulative Preferred Stock , par value $100 per share HWM PR NYSE American Indi
• $500 million — nounced underwritten public offering of $500 million aggregate principal amount of 4.550% No
• $625,000,000 — maining outstanding principal amount of $625,000,000 of its 5.90% Notes due 2027 (the "2027
• $652 m — egate redemption price of approximately $652 million, including accrued interest of ap
• $12 million — uding accrued interest of approximately $12 million. As a result of these actions, the Co
• $14 million — nnual interest expense of approximately $14 million. Forward-Looking Statements This Cur

Filing Documents

• tm2530095d3_8k.htm (8-K) — 47KB
• tm2530095d3_ex1-1.htm (EX-1.1) — 147KB
• tm2530095d3_ex4-6.htm (EX-4.6) — 12KB
• tm2530095d3_ex4-7.htm (EX-4.7) — 58KB
• tm2530095d3_ex5-1.htm (EX-5.1) — 19KB
• tm2530095d3_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-25-110371.txt ( ) — 562KB
• hwm-20251112.xsd (EX-101.SCH) — 3KB
• hwm-20251112_def.xml (EX-101.DEF) — 26KB
• hwm-20251112_lab.xml (EX-101.LAB) — 36KB
• hwm-20251112_pre.xml (EX-101.PRE) — 25KB
• tm2530095d3_8k_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events On November 12, 2025, Howmet Aerospace Inc. (the "Company" or "Howmet Aerospace") closed its previously announced underwritten public offering of $500 million aggregate principal amount of 4.550% Notes due 2032 (the "2032 Notes"). The 2032 Notes were issued under the Indenture dated as of September 30, 1993 between Alcoa Inc. ("Alcoa"), a Pennsylvania corporation, and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan Trust Company, N.A. (formerly known as Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of January 25, 2007 between Alcoa and the Trustee, the Second Supplemental Indenture dated as of July 15, 2008 between Alcoa and the Trustee, the Fourth Supplemental Indenture dated as of December 31, 2017 among Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation , and the Trustee, the Fifth Supplemental Indenture dated as of April 16, 2020 between the Company and the Trustee and the Seventh Supplemental Indenture dated as of November 12, 2025 between the Company and the Trustee (collectively, the "Indenture"). The 2032 Notes were sold pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-272154) and automatically declared effective on May 23, 2023. The form of the 2032 Notes is attached hereto as Exhibit 4.7 and is incorporated herein by reference into this Item 8.01. A copy of the opinion of counsel of the Company relating to the validity of the 2032 Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference into this Item 8.01. The 2032 Notes will mature on November 15, 2032 and bear interest at a rate of 4.550% per annum. Accrued and unpaid interest on the 2032 Notes will be payable semi-annually in arrears on May 15 and November 15

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as "anticipates," "believes," "could," "envisions," "estimates," "expects," "forecasts," "goal," "guidance," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," or other words of similar meaning. All statements that reflect Howmet Aerospace's expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, expectations relating to the planned redemption of the 2027 Notes and expected reduction in annual interest expense. These statements reflect beliefs and assumptions that are based on Howmet Aerospace's perception of historical trends, current conditions and expected future developments, as well as other factors Howmet Aerospace believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally, or unfavorable changes in the markets served by Howmet Aerospace, including due to escalating tariff and other trade policies and the resulting impacts on Howmet Aerospace's supply and distribution chains, as well as on market volatility and global trade generally; (b) the impact of potential cyber attacks and information technology or data security breaches; (c) the loss of significant customers or adverse changes in customers' busine

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated November 3, 2025, between Howmet Aerospace Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. 4.1 Form of Indenture, dated as of September 30, 1993, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor trustee to PNC Bank, National Association, as trustee (undated form of Indenture incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-49997 on Form S-3). 4.2 First Supplemental Indenture, dated as of January 25, 2007, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor trustee to PNC Bank, National Association, as trustee, incorporated by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K (Commission file number 1-3610) dated January 25, 2007. 4.3 Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa Inc. and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as trustee, incorporated by reference to Exhibit 4(c) to the Company's Current Report on Form 8-K (Commission file number 1-3610) dated July 15, 2008. 4.4 Fourth Supplemental Indenture, dated as of December 31, 2017, among Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (Com