Dauch Corporation filings document the public-company record of the former American Axle & Manufacturing Holdings Inc., including operating results, capital structure, governance and material events for a global automotive supplier. Form 8-K disclosures cover financial results, Regulation FD materials, the completed corporate name and ticker change, exchange-listing matters and the effects of the Dowlais acquisition on the company’s reporting profile.
Proxy and governance filings address board matters, shareholder votes, executive compensation, incentive-plan approvals and director or officer changes. Annual and quarterly reporting referenced in the filing record covers the company’s Driveline and Metal Forming businesses, risk factors, liquidity, cash flow, non-GAAP measures and other disclosures tied to its automotive supplier operations.
Dauch Corporation (formerly American Axle) filed its annual report describing a major transformation of the business. The company completed a ~$1.7 billion acquisition of Dowlais Group plc, issuing about 117 million new shares and increasing authorized shares from 150 million to 375 million.
Dauch is now a global driveline and metal forming supplier serving internal combustion, hybrid and electric vehicles across 24 countries and more than 175 locations. The business remains highly concentrated, with sales to one key customer representing 44% of 2025 net sales, Ford 15% and Stellantis 13%.
To finance growth, the combined company carries about $5.4 billion of debt, alongside significant pension obligations, and highlights risks from leverage, supply chain disruptions, labor relations and the industry shift toward electrified vehicles. Dauch also emphasizes sustainability, targeting net-zero carbon emissions by 2040 and 100% renewable energy globally by 2035.
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 Corp reported a new equity award for executive Markus Bannert, President - Metal Forming. On 02/05/2026 he received 90,909 shares of common stock for $0, representing a grant of performance-based restricted stock units (PSUs) at target level performance.
The actual number of PSUs earned will depend on the highest average share price over any 20-day trading period during a performance period ending March 31, 2029, and cannot exceed 300% of target. The PSUs are scheduled to vest 50% at the end of the performance period and 50% one year later. The company notes that Bannert’s total beneficial ownership will be finalized and reported in an amended filing.
Millennium Management LLC and related entities have filed an amended Schedule 13G reporting a small passive stake in Dauch Corporation. They report beneficial ownership of 1,561,814 shares of common stock, representing 0.7% of the outstanding class as of the event date.
The shares are reported as having shared voting and dispositive power among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander. ICS Opportunities, Ltd. now reports beneficial ownership of 0 shares. The filers certify the securities are not held to change or influence control of Dauch Corporation.
FMR LLC and Abigail P. Johnson report beneficial ownership of 6,334,933.60 shares of American Axle & Mfg Holdings Inc common stock, representing 5.3% of the class as of 12/31/2025. FMR LLC has sole voting power over 6,310,252.00 shares and sole dispositive power over 6,334,933.60 shares. Abigail P. Johnson reports sole dispositive power over 6,334,933.60 shares but no voting power. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Dauch Corp reported that its EVP & CFO, Christopher John May, received an award of 287,879 shares of common stock on a performance-based basis. These shares represent performance-based restricted stock units (PSUs) at target level.
The actual PSUs earned will depend on the highest average price of Dauch Corp’s stock over any 20-day trading period during a measurement period ending March 31, 2029, and cannot exceed 300% of target. The PSUs generally vest 50% at the end of this performance period and 50% one year later. Following this grant, May beneficially owns 1,014,968 shares of Dauch Corp common stock directly.
Dauch Corp reported that President Driveline Michael Joseph Lynch received an award of 287,879 shares of common stock on February 2, 2026, at no purchase price, in the form of performance-based restricted stock units (PSUs) at target level performance.
The number of PSUs ultimately earned will depend on the highest average price of Dauch Corp's common stock over any 20‑day trading period during a performance period ending March 31, 2029, and cannot exceed 300% of target. The PSUs generally vest 50% at the end of this performance period and 50% one year later.
After this grant, Lynch beneficially owns 818,889 shares of common stock directly and an additional 1,000 shares indirectly through a spouse's trust.
Dauch Corp Chairman and CEO David C. Dauch received an award of 575,758 shares of common stock on a performance-based basis. These represent restricted stock units (PSUs) granted at target performance, with the actual number earned tied to the company’s share price performance through March 31, 2029.
The PSUs can pay out up to 300% of the target amount if maximum performance is reached. They generally vest 50% at the end of the performance period and 50% one year later. After this award, Dauch beneficially owns 2,266,146 common shares directly and 1,913,326 common shares indirectly through family and UGMA trusts.
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.