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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):
December 22, 2025
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. ¨
| Item 7.01. | Regulation FD Disclosure |
On
December 22, 2025, Howmet Aerospace Inc., a Delaware corporation (the “Company” or “Howmet Aerospace”),
issued a press release announcing it had entered into the Purchase Agreement (as defined below). A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On December 22, 2025,
Howmet Aerospace entered into a Purchase Agreement with Stanley Black & Decker, Inc., a Connecticut corporation
(“Stanley Black & Decker”), pursuant to which the Company has agreed to purchase Consolidated
Aerospace Manufacturing, LLC, a wholly owned subsidiary of Stanley Black & Decker, for a cash
purchase price of approximately $1.8 billion, subject to customary adjustments. The proposed acquisition is expected to close in the first
half of 2026, subject to customary closing conditions and regulatory approvals.
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,” “estimates,” “expects,” “forecasts,” “goal,”
“guidance,” “intends,” “may,” “outlook,” “plans,” “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, statements regarding the planned
acquisition of Consolidated Aerospace Manufacturing, LLC from Stanley Black & Decker, Inc. and the expected benefits and timing of
the transaction. 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: the ability to consummate the proposed acquisition on the expected terms
and within the anticipated closing time period or at all because required regulatory approval or other conditions to closing are not received
or satisfied on a timely basis or at all; the occurrence of any event, change or other circumstance that could give rise to the termination
of the transaction agreement entered into with respect to the proposed acquisition; the ability to realize the expected benefits of the
proposed acquisition, including the anticipated synergies and favorable tax treatment of the proposed transaction and the anticipated broader offering
of fastening solutions; the impact of a delay in completing the proposed
acquisition or in integrating the Consolidated Aerospace Manufacturing, LLC business, which may be more difficult, time consuming or costly
than expected; 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 acquisition or the public
announcement of the proposed acquisition; and the other risk factors summarized in Howmet Aerospace’s Annual Report on Form 10-K
for the year ended December 31, 2024 and other reports filed with the U.S. Securities and Exchange Commission. The statements in this
report are made as of the day of the filing of this report, even if subsequently made available by Howmet Aerospace on its website or
otherwise. 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.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Howmet Aerospace Inc. press release dated December 22, 2025 (furnished pursuant to Item 7.01 hereof). |
| 104 |
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: December 22, 2025 |
By: |
/s/ Neil Marchuk |
| |
Name: |
Neil Marchuk |
| |
Title: |
Executive Vice President and Chief Administrative Officer |
