American Axle & Manufacturing Holdings, Inc. 8-K Filings

Dauch Corporation reported outcomes from its annual meeting and an executive compensation decision. Stockholders elected three directors to terms expiring in 2029, approved on an advisory basis the compensation of named executive officers, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Stockholders also approved the Amended and Restated 2018 Omnibus Incentive Plan. Separately, the board’s Compensation Committee approved a one-time $1,000,000 restricted stock unit award for Senior Vice President Terri M. Kemp, vesting in two equal installments on the first and second anniversaries of the May 4, 2026 grant date, with accelerated vesting on certain termination events.

Dauch Corporation reported results from its annual stockholder meeting and a new executive equity award. Stockholders approved the Amended and Restated 2018 Omnibus Incentive Plan and supported executive compensation on an advisory basis, while re-electing three directors and ratifying Deloitte & Touche LLP as auditor for 2026.

The board’s compensation committee approved a special one-time restricted stock unit award for Terri M. Kemp, Senior Vice President Chief of Staff, Human Resources & Sustainability. The award has a grant date value of $1,000,000, will be granted on May 4, 2026, and vests 50% on each of the first and second anniversaries of the grant date, with earlier payout in specified termination, retirement, death, or disability circumstances.

Dauch Corporation reported a leadership change in its Axle Systems business. On April 13, 2026, the Board of Directors approved terminating the employment of Tolga Oal, who serves as President – Axle Systems.

Management was authorized to notify Mr. Oal that his employment will end effective April 16, 2026. He will receive severance benefits under the Company’s Amended and Restated Executive Officer Severance Plan, which is referenced in a previously filed Form 10-K exhibit.

Dauch Corporation reported flat fourth quarter 2025 sales of $1.38 billion but a much larger net loss of $75.3 million, while Adjusted EBITDA improved to $169.0 million, or 12.2% of sales. For full year 2025, sales were $5.84 billion versus $6.12 billion in 2024, and results swung from net income of $35.0 million to a net loss of $19.7 million, even as Adjusted earnings per share inched up to $0.53 and Adjusted EBITDA margin rose to 12.7%.

Operating cash flow for 2025 was $411.6 million, down from $455.4 million, and Adjusted free cash flow declined to $213.0 million. Management highlighted the close of the transformational Dowlais acquisition and issued 2026 targets including sales of $10.3–$10.7 billion, Adjusted EBITDA of $1.3–$1.4 billion with more than $100 million synergy run-rate by the end of year one, and Adjusted free cash flow of $235–$325 million, alongside significant planned restructuring and integration spending.

Dauch Corporation expanded its leadership team and approved a sizeable equity incentive. The board appointed Fiona MacAulay and Simon Mackenzie Smith as independent directors, assigning them to key committees including Audit, Compensation, Technology and Nominating/Corporate Governance, with terms running to the 2027 and 2028 annual meetings.

The board also appointed Markus Bannert as Vice President, Metal Forming with an annual base salary of €800,000, a 75% target annual bonus and a 150% target long‑term incentive opportunity. As an employment inducement tied to the Dowlais business combination, he received performance stock units targeting 90,909 shares, with up to 272,727 shares earnable based on share‑price performance through March 31, 2029.

Dauch Corporation filed an 8-K describing the admission of its common stock to the equity shares (international commercial companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc.

The London listing is being made in connection with the previously disclosed acquisition of the entire issued and to be issued share capital of Dowlais Group plc, a public limited company incorporated in England and Wales. The company released an announcement through the Regulatory News Service in London, which is furnished as Exhibit 99.1.

Dauch Corporation completed its acquisition of Dowlais Group plc through a UK court-approved scheme of arrangement, buying all Dowlais shares for 43 pence in cash plus 0.0881 Dauch share per Dowlais share. As consideration, Dauch is issuing 116,971,634 new common shares.

The company expects these new shares to trade on the NYSE under “AXL” and on both the LSE and NYSE under “DCH” on specified February 2026 dates, expanding its trading venues. Dauch also granted performance-based “Breakout Awards” to senior executives that vest based on achieving 20-day average share price targets between $12.00 and $22.00 through March 31, 2029.

Dauch Corporation filed a Form 8-K describing several steps related to its planned acquisition of Dowlais Group plc. Stockholders had previously approved increasing authorized common shares from 150,000,000 to 375,000,000, and on January 30, 2026 the company filed a charter amendment to make this increase effective.

On the same date, Dauch published a U.K. prospectus for admitting its shares to the Official List of the U.K. Financial Conduct Authority and to trading on the London Stock Exchange in connection with the business combination. It also released a London Regulatory News Service announcement and a press release updating the transaction.

American Axle & Manufacturing Holdings, Inc. has changed its corporate name to Dauch Corporation by filing an amendment to its Certificate of Incorporation, effective January 26, 2026. The Board approved the change under Delaware law, and no stockholder vote was required.

The company’s common stock will stop trading on the NYSE under the name American Axle & Manufacturing Holdings, Inc. and ticker “AXL” and will begin trading under the name Dauch Corporation and new ticker “DCH” effective February 5, 2026. The CUSIP number will remain the same, existing stock certificates will stay valid, and the change does not affect voting or other rights of the common stock. The bylaws were amended only to reflect the new name.

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.

American Axle & Manufacturing Holdings, Inc. filed a current report to notify investors that it released its third quarter 2025 financial results. On November 7, 2025, the company issued a press release describing its results of operations and financial condition for this period.

The press release is included as Exhibit 99.1 to the report and is referenced both under the financial information section and the Regulation FD disclosure section, indicating it is the primary source for detailed quarterly figures and commentary.

American Axle & Manufacturing (AXL) filed an 8‑K announcing it issued a press release updating its recommended offer to acquire the entire issued and to be issued share capital of Dowlais Group plc. The proposed Business Combination remains subject to conditions and other customary approvals.

The company attached the press release as Exhibit 99.1 and included a cautionary statement noting uncertainties around timing, closing conditions, and potential effects on the businesses if the transaction does not proceed. This update signals continued progress on the proposed combination, while emphasizing that completion is not assured.

American Axle & Manufacturing Holdings, Inc. filed a Form 8-K reporting material contract activity dated October 3, 2025. The filing lists the execution and related documents for new indentures and note forms, specifically two indentures dated October 3, 2025 and accompanying forms of secured and unsecured notes as Exhibits 4.1–4.4. The 8-K flags actions including entry into and termination of material definitive agreements and the creation of a direct financial obligation or an off-balance sheet obligation. The exhibits provide the contractual terms (indentures and note forms) but the filing text does not disclose principal amounts, interest rates, maturity dates, or counterparty identities beyond the trustee named as U.S. Bank Trust Company, National Association.

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.

American Axle & Manufacturing Holdings, Inc. announced that its subsidiary, American Axle & Manufacturing, Inc., plans to issue $843 million of senior secured notes due 2032 and $600 million of senior unsecured notes due 2033 in a private offering exempt from SEC registration. The secured notes will have a first-priority lien on substantially all assets of the issuer and certain subsidiaries that guarantee its existing credit agreement, and the unsecured notes will be guaranteed on a senior unsecured basis by the same group.

The issuer expects to use the net proceeds, along with borrowings under its existing credit agreement and cash on hand, to fund the cash consideration and costs for its pending combination with Dowlais Group plc, to repay Dowlais’s existing credit facilities, to fund a change of control offer for certain Dowlais notes, and any remainder for general corporate purposes including debt repayment. If the Dowlais combination does not close at the same time as the notes offering, the gross proceeds and prefunded interest for each series will be held in segregated escrow accounts, with release conditioned on completion of the combination or a special mandatory redemption. The issuer may increase the unsecured notes by about $500 million to redeem its outstanding 6.50% senior notes due 2027.

On August 6, 2025 the Compensation Committee approved increases to several named executive officers' pay to recognize their "ongoing efforts and achievements." Effective August 16, 2025, David C. Dauch, Chairman & CEO, will have a base salary of $1,300,000, an annual target bonus of 160% of base and an annual target long-term incentive opportunity of 700% of base. Michael J. Lynch, President & COO, will have a base salary of $725,000 and a long-term incentive target of 300% of base with no change to his bonus percentage.

Christopher J. May, EVP & CFO, will have a base salary of $700,000 and a long-term incentive target of 275% of base with no change to his bonus percentage. The committee also approved a base salary increase to $600,000 for Terri Kemp, Senior Vice President and Chief of Staff.

American Axle & Manufacturing Holdings, Inc. elected David B. Walker to its Board as an independent director. He will serve as a Class II director and is scheduled to serve until the company’s 2028 annual general meeting, at which time he is expected to stand for re-election. Mr. Walker is eligible to participate in AAM’s non-employee director compensation arrangements as described in the company’s 2025 definitive proxy statement. The company furnished a press release announcing the election as Exhibit 99.1 to the report.

American Axle & Manufacturing Holdings, Inc. reported that it released its financial results for the second quarter of 2025. The company furnished a press release detailing these results as an exhibit to this report, making the information available to investors and the market. The same press release also serves as the basis for the company’s Regulation FD disclosure.