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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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):
February 17, 2026
HOWMET AEROSPACE INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
1-3610 |
25-0317820 |
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 201 Isabella Street, Suite 200 |
|
| Pittsburgh, Pennsylvania |
15212-5872 |
| (Address of Principal
Executive Offices) |
(Zip Code) |
Office of Investor
Relations (412) 553-1950
Office of the
Secretary (412) 553-1940
(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:
¨ 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 $1.00 per share |
HWM |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ¨
On February 17, 2026,
Howmet Aerospace Inc. (the “Company” or “Howmet
Aerospace”) announced a proposed offering of senior notes (the “Notes”).
The pricing and terms of the Notes are subject to market conditions and other factors. The Company intends to use the net proceeds from
the offering, together with $600 million of borrowings under its commercial paper program or debt facilities and cash on hand, to finance
the approximately $1.8 billion purchase price for the proposed acquisition of Consolidated Aerospace Manufacturing, LLC (the “Proposed
CAM Acquisition”).
This Current Report on
Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would
be unlawful. The offering of the Notes is being made pursuant to an effective shelf registration statement previously filed with the Securities
and Exchange Commission (the “SEC”), and a prospectus supplement and accompanying prospectus filed with the SEC as
part of the shelf registration statement.
Forward-Looking Statements
This Current Report on
Form 8-K contains statements that relate to future events and expectations and as such constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,”
“believes,” “could,” “envisions,” “estimates,” “expects,” “forecasts,”
“goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “poised,”
“projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,”
or other words of similar meaning. All statements that reflect Howmet Aerospace’s expectations, assumptions or projections about
the future, other than statements of historical fact, are forward-looking statements, including, without limitation, relating to the pricing
and terms of the offering of the Notes and the use of the net proceeds therefrom, including statements regarding the Proposed CAM Acquisition
and the expected financing, benefits and timing of such planned acquisition. These statements reflect beliefs and assumptions that are
based on Howmet Aerospace’s perception of historical trends, current conditions and expected future developments, as well as other
factors Howmet Aerospace believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results
to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) deterioration
in global economic and financial market conditions generally, or unfavorable changes in the markets served by Howmet Aerospace, including
due to escalating tariff and other trade policies and the resulting impacts on Howmet Aerospace’s supply and distribution chains,
as well as on market volatility and global trade generally; (b) the impact of potential cyber attacks and information technology or data
security breaches; (c) the loss of significant customers or adverse changes in customers’ business or financial conditions; (d)
manufacturing difficulties or other issues that impact product performance, quality or safety; (e) inability of suppliers to meet obligations
due to supply chain disruptions or otherwise; (f) failure to attract and retain a qualified workforce and key personnel, labor disputes
or other employee relations issues; (g) the inability to achieve improvement in or strengthening of financial performance, operations
or competitiveness anticipated or targeted; (h) inability to meet increased demand, production targets or commitments; (i) competition
from new product offerings, disruptive technologies or other developments; (j) geopolitical, economic, and regulatory risks relating to
Howmet Aerospace’s global operations, including geopolitical and diplomatic tensions, instabilities, conflicts and wars, as well
as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (k) the outcome of contingencies,
including legal proceedings, government or regulatory investigations, and environmental remediation; (l) failure to comply with government
contracting regulations; (m) adverse changes in discount rates or investment returns on pension assets; (n) the ability to consummate
and realize expected benefits of acquisitions, including the Proposed CAM Acquisition, on the anticipated time frame or at all; (o) the
occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement for the Proposed
CAM Acquisition; (p) the impact of a delay in completing the Proposed CAM Acquisition or in integrating the Consolidated Aerospace Manufacturing,
LLC business, which may be more difficult, time consuming or costly than expected; (q) potential unforeseen issues and legal liabilities
relating to the Proposed CAM Acquisition; (r) operating costs, customer loss and business disruption (including, without limitation, difficulties
in retaining or maintaining relationships with employees, customers or suppliers) that may be greater than expected following the Proposed
CAM Acquisition or the public announcement of the Proposed CAM Acquisition; and (s) the other risk factors summarized in Howmet Aerospace’s
Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the SEC. The statements in this report are
made as of the day of the filing of this report. Howmet Aerospace disclaims any intention or obligation to update publicly any forward-looking
statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
SIGNATURE
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.
| |
HOWMET AEROSPACE INC. |
| |
|
|
| Dated: February
17, 2026 |
By: |
/s/ David Crawford |
| |
Name: |
David Crawford |
| |
Title: |
Vice President and Treasurer |
