American Axle (NYSE: AXL) updates Dowlais Group acquisition bid details

Rhea-AI Filing Summary

American Axle & Manufacturing Holdings, Inc. filed a current report describing an update on its recommended offer to acquire the entire issued and to be issued share capital of Dowlais Group plc. Dowlais released an announcement in London via the Regulatory News Service, and American Axle issued a press release, both providing new information on the planned business combination.

The announcement and press release are included as exhibits to the report and are incorporated by reference. The company also includes extensive forward‑looking statements language, highlighting risks and uncertainties around completing the business combination, potential effects on each company’s results and relationships, future spending and growth plans, and the impact of government regulation, and directs readers to its risk factor disclosures in recent annual and quarterly reports.

Insights

M&A and corporate strategy analyst

American Axle reports further updates on its planned Dowlais acquisition.

American Axle is pursuing a recommended offer to acquire all issued and to be issued shares of Dowlais Group plc, positioning the deal as a full business combination rather than a minority investment. The current report notes that Dowlais issued a Regulatory News Service announcement in London and American Axle issued its own press release, both updating the market on this transaction.

The language emphasizes that completion of the combination depends on conditions being satisfied or waived, and lists potential effects on market prices, operating results, business relationships, capital spending, and growth. It also references existing risk factor sections in recent annual and quarterly reports, underscoring that outcomes may differ materially from management’s expectations.

From an investor perspective, the filing mainly confirms that communications about the transaction are ongoing and formally incorporates the external announcements as exhibits. The actual financial terms, timing, and expected synergies are not detailed here, so the strategic significance is signaled by the structure of a full share capital acquisition, while the precise impact will depend on information contained in the attached announcements and future disclosures.

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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. ¨

Item 8.01. Other Events

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.

		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Date:	January 16, 2026	By:	/s/ Christopher J. May
			Christopher J. May
			Executive Vice President & Chief Financial Officer

FAQ

What major transaction does American Axle (AXL) describe in this filing?

The filing discusses American Axle & Manufacturing Holdings, Inc.’s recommended offer to acquire the entire issued and to be issued share capital of Dowlais Group plc in a business combination.

What new communications about the Dowlais business combination does AXL reference?

The company notes that on January 16, 2026, Dowlais released an announcement via the Regulatory News Service in London and American Axle issued a press release, both providing an update on the business combination.

Which exhibits are attached related to American Axle’s proposed Dowlais acquisition?

Exhibit 99.1 is the RNS Announcement dated January 16, 2026, and Exhibit 99.2 is the Press Release dated January 16, 2026, both relating to the Dowlais business combination.

Does this American Axle filing describe risks around the Dowlais business combination?

Yes. It includes a forward‑looking statements section that highlights risks such as the ability to consummate the business combination, conditions to closing, possible effects on share prices and operating results, and broader impacts on the businesses of American Axle and Dowlais.

Where does American Axle direct investors for more detail on risk factors?

The company points investors to the Risk Factors sections in its most recent Annual Report on Form 10‑K and Quarterly Reports on Form 10‑Q filed with the SEC.

Who signed this American Axle report related to the Dowlais transaction?

The report was signed on behalf of American Axle & Manufacturing Holdings, Inc. by Christopher J. May, Executive Vice President & Chief Financial Officer.