Howmet Aerospace Inc SEC Filings

Howmet Aerospace Inc. (HWM) plans to redeem all of its $3.75 Cumulative Preferred Stock on December 17, 2025. The company will pay a redemption price of $100 per share plus accrued dividends that have not been paid or declared, which are stated as $0.8125 per share as of the redemption date. As of the close of business on November 14, 2025, there were 546,024 preferred shares outstanding. The company notes that this report itself is not the formal notice of redemption; the actual redemption will be carried out under a separate notice sent to preferred holders that will detail the specific terms and procedures.

Howmet Aerospace closed an underwritten public offering of $500 million 4.550% Notes due 2032. The notes mature on November 15, 2032 and pay interest semi‑annually on May 15 and November 15, beginning May 15, 2026.

The company expects to redeem the remaining $625,000,000 of its 5.90% Notes due 2027 on December 3, 2025, using net proceeds from the 2032 notes and cash on hand. The aggregate redemption price is about $652 million, including approximately $12 million of accrued interest. As a result, Howmet expects an annual interest expense reduction of approximately $14 million. The new notes include standard optional redemption provisions and customary events of default under the Indenture.

Howmet Aerospace Inc. is issuing $500,000,000 aggregate principal amount of senior unsecured 4.550% Notes due November 15, 2032. Interest accrues from November 12, 2025 and is payable semi‑annually on May 15 and November 15, beginning May 15, 2026. The notes rank equally with the company’s other unsecured, unsubordinated debt and may be redeemed at the company’s option as described, with a 101% repurchase offer required upon a change of control repurchase event.

The notes priced at 99.958% with a 0.625% underwriting discount, yielding proceeds to Howmet of 99.333% ($496,665,000) before expenses; estimated net proceeds are approximately $495 million, plus accrued interest, if any. Howmet intends to use the net proceeds, together with cash on hand, to redeem approximately $625 million of its 5.90% Notes due 2027; the expected aggregate redemption price is approximately $652 million, and the company anticipates annualized interest expense savings of approximately $14 million. As of September 30, 2025, total outstanding indebtedness was about $3.2 billion, excluding this issuance, and the company had capacity to incur additional debt, including up to $1.0 billion under its revolving credit agreement.

Howmet Aerospace (HWM) announced the pricing of $500 million aggregate principal amount of 4.550% Notes due 2032.

The company also issued a notice of redemption to redeem on December 3, 2025, all outstanding principal of approximately $625 million of its 5.90% Notes due 2027. The redemption will be made solely pursuant to the delivered notice under the indenture governing those notes.

Taken together, this reflects a planned refinancing that extends maturity to 2032 while addressing the 2027 notes, as disclosed.

Howmet Aerospace Inc. launched a preliminary prospectus supplement for a primary offering of senior unsecured notes. The Notes will rank equally with the company’s other unsecured, unsubordinated debt, pay semi-annual interest, and may be redeemed at Howmet’s option as described, with a holder right to require repurchase at 101% upon a change of control repurchase event.

Howmet intends to use the proceeds, together with cash on hand, to redeem approximately $625 million of its 5.90% Notes due 2027. The company expects the aggregate redemption price to be approximately $652 million. As of September 30, 2025, total outstanding indebtedness was about $3.2 billion, and the company had capacity of up to $1.0 billion under its five-year revolving credit agreement. The Notes will be issued in book-entry form through DTC; no exchange listing is planned, and any market making by underwriters is not assured. Certain underwriters or affiliates may own a portion of the 2027 Notes, so the transaction will be conducted in accordance with FINRA Rule 5121.

Howmet Aerospace announced a proposed offering of senior notes, with pricing and terms subject to market conditions and other factors. The company intends to use the net proceeds, together with cash on hand, to redeem all of the outstanding principal amount of approximately $625 million of its 5.90% Notes due 2027.

Howmet plans to issue a notice of redemption for a December 3, 2025 redemption in accordance with the Indenture. The redemption price will be the greater of 100% of principal plus accrued interest or a make‑whole amount based on the Treasury Rate plus 15 basis points, plus accrued interest. The company expects the aggregate redemption price to be approximately $652 million, including accrued interest. The new notes will be offered under an effective shelf registration with a prospectus supplement.

Howmet Aerospace reported stronger quarterly results. Q3 sales were $2,089 million, up from $1,835 million a year ago, as aerospace demand remained robust. Operating income rose to $542 million from $421 million. Net income was $385 million versus $332 million, and diluted EPS increased to $0.95 from $0.81. For the first nine months, sales reached $6,084 million and net income was $1,136 million.

Margins benefited from lower interest expense and stable corporate costs, while Segment Adjusted EBITDA grew to $637 million in Q3 from $511 million, led by Engine Products. Cash from operations was $1,230 million year‑to‑date, funding $329 million of capital expenditures and $500 million of share repurchases. Cash stood at $659 million and long‑term debt declined to $3,188 million from $3,309 million at year‑end.

Aerospace markets supplied 69% of nine‑month revenue, with commercial volumes supported by OEM production increases. Common shares outstanding were 403 million as of September 30, 2025; as of October 27, 2025, 402,062,262 shares were outstanding.

Howmet Aerospace Inc. furnished an update on its business by announcing that it issued a press release with its financial results for the third quarter of 2025. The company provided the release as Exhibit 99.1 to a Form 8-K under Item 2.02.

The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act.

Howmet Aerospace Inc. announced a planned CFO transition. Ken Giacobbe, Executive Vice President and Chief Financial Officer, will retire on December 31, 2025 after 21 years. From December 1 to December 31, 2025, he will serve as special advisor to Executive Chairman and CEO John Plant.

Effective December 1, 2025, Patrick Winterlich will join as Executive Vice President and CFO. He previously served as EVP and CFO at Hexcel. His compensation includes annual base salary of $700,000, target variable cash incentive equal to 100% of base salary, and an annual equity award targeted at $2,000,000 in time‑vested and performance‑based grants. He will receive a sign‑on cash bonus of $800,000 and relocation assistance.

If involuntarily terminated without cause within five years of hire, any outstanding unvested annual equity awards will continue to vest on the original schedule. Winterlich will participate in executive benefit and severance plans and has agreed to confidentiality, non‑competition, and non‑solicitation covenants.