American Axle (AXL) prices $2.1B in secured and unsecured notes

Rhea-AI Filing Summary

American Axle & Manufacturing Holdings, Inc. reported that its wholly owned subsidiary has priced a private debt offering consisting of $850 million of 6.375% senior secured notes due 2032 and $1.25 billion of 7.750% senior unsecured notes due 2033. The secured tranche was slightly upsized from $843 million, while the unsecured tranche was significantly increased from $600 million, indicating a larger-than-originally-planned financing. The offering is expected to close on October 3, 2025, subject to customary closing conditions, and is described in more detail in an accompanying press release incorporated by reference.

Insights

Capital structure and credit analyst

American Axle prices a larger, $2.1B notes package at fixed coupons.

American Axle is raising substantial long-term debt through two tranches: $850 million of 6.375% senior secured notes due 2032 and $1.25 billion of 7.750% senior unsecured notes due 2033. Both offerings were upsized from earlier amounts, suggesting stronger demand or a reassessment of financing needs.

The secured notes sit higher in the capital structure than the unsecured notes, which helps explain their lower coupon. The unsecured 7.750% coupon implies a higher required return for creditors. Overall leverage and interest expense will depend on how these proceeds relate to existing obligations, which is not detailed here.

The expected closing date of October 3, 2025, subject to customary conditions, marks when the new debt would be funded and begin accruing interest at the stated rates. Subsequent filings may clarify how these notes interact with existing debt and any related strategic combination mentioned in the forward-looking statements.

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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): September 19, 2025

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 September 19, 2025, American Axle & Manufacturing Holdings, Inc. (NYSE: AXL) (“AAM”) announced that its wholly-owned subsidiary, American Axle & Manufacturing, Inc., has priced its previously announced private offering of $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 offering of the Secured Notes was upsized from the previously announced $843 million in aggregate principal amount and the offering of the Unsecured Notes was upsized from the previously announced $600 million in aggregate principal amount. The offering is expected to close on October 3, 2025, subject to customary closing conditions.

A copy of the press release of AAM is filed as Exhibit 99.1 hereto. The press release is incorporated herein by reference in its entirety.

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 offering of the Notes, our intention to issue the Notes at the closing, 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 statements are based on information available at the time those statements are made and/or 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 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated September 19, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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 19, 2025	By:	/s/ Matthew K. Paroly
			Matthew K. Paroly
			Vice President, General Counsel & Secretary

FAQ

What debt offering did American Axle (AXL) announce in this 8-K?

American Axle announced pricing of a private notes offering by a wholly owned subsidiary. It consists of $850 million of 6.375% senior secured notes due 2032 and $1.25 billion of 7.750% senior unsecured notes due 2033, together forming a large long-term financing package.

How much is American Axle (AXL) raising through the new notes and at what interest rates?

The company’s subsidiary priced $850 million of senior secured notes with a 6.375% coupon, due 2032, and $1.25 billion of senior unsecured notes with a 7.750% coupon, due 2033. These fixed interest rates will apply for the life of each note series once issued.

How were the American Axle (AXL) note offerings changed from earlier announcements?

The secured notes offering was modestly upsized to $850 million from $843 million. The unsecured notes were significantly increased to $1.25 billion from $600 million. These changes mean American Axle plans to raise more capital than initially indicated through its private notes financing.

When is the American Axle (AXL) notes offering expected to close?

The offering of the senior secured and senior unsecured notes is expected to close on October 3, 2025. This closing remains subject to customary closing conditions, meaning standard legal and transactional requirements must be satisfied before the notes are issued and funded.

What forward-looking information does American Axle (AXL) highlight regarding these notes?

The company states that comments about issuing the notes at closing, expected use of proceeds, and a referenced combination are forward-looking statements. These are based on management’s beliefs at the time and are subject to risks described in its most recent Form 10-K and Form 10-Q filings.