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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): January 16, 2026
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-14303 | |
38-3161171 |
| (Commission File Number) | |
(IRS Employer Identification No.) |
| | |
|
| One Dauch Drive, Detroit, Michigan | |
48211-1198 |
| (Address of Principal Executive Offices) | |
(Zip Code) |
| (313) 758-2000 |
| (Registrant's Telephone Number, Including Area Code) |
| |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | |
AXL | |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On January 16, 2026,
Dowlais Group plc, a public limited company incorporated in England and Wales (“Dowlais”), released, via the Regulatory News
Service in London, an announcement (the “RNS Announcement”) providing an update regarding American Axle & Manufacturing
Holdings, Inc.’s (the “Company”) recommended offer to acquire the entire issued and to be issued share capital of Dowlais
(the “Business Combination”). Also on January 16, 2026, the Company issued a press release (the “Press Release”)
providing an update regarding the Business Combination.
A copy of the RNS Announcement
is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
A copy of the Press Release is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
RNS Announcement, dated January 16, 2026. |
| 99.2 |
|
Press Release, dated January 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL) |
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report, and the documents incorporated
by reference into this Current Report, contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals,
strategies, and future events or performance, including, but not limited to, certain statements related to (i) the ability of the Company
and Dowlais to consummate the Business Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the
consummation of the Business Combination; (iii) adverse effects on the market price of the Company’s or Dowlais’s operating
results, including because of a failure to complete the Business Combination; (iv) the effect of the announcement or pendency of the Business
Combination on the Company’s or Dowlais’s business relationships, operating results and business generally; (v) future capital
expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future
prospects; (vi) business and management strategies and the expansion and growth of the operations of the Company or the Dowlais; and (vii)
the effects of government regulation on the business of the Company or Dowlais. 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 the Company’s
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 statements are based
on information available at the time those statements are made and/or the Company’s management’s good faith belief as of 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 the Company include factors detailed in the reports the Company 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 the Company makes 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. |
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|
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|
| Date: |
January 16, 2026 |
By: |
/s/ Christopher J. May |
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|
Christopher J. May |
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|
Executive Vice President & Chief Financial Officer |
