[8-K] Howmet Aerospace Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Howmet is retiring an entire preferred stock class via full redemption.

Howmet Aerospace plans to redeem all outstanding shares of its $3.75 Cumulative Preferred Stock on December 17, 2025. Each share will be redeemed at $100 plus accrued but unpaid or undeclared dividends of $0.8125 per share as of the redemption date. As of November 14, 2025, there were 546,024 preferred shares outstanding.

This action simplifies the company’s capital structure by removing a class of cumulative preferred equity with a fixed $3.75 dividend feature. The filing does not discuss funding sources or strategic rationale, so assessment is limited to the disclosed mechanics of the redemption itself.

Preferred shareholders are directed to a separate notice of redemption, which will specify the detailed procedures and conditions for the transaction. Subsequent company reports may provide more context on the financial impact of this redemption within Howmet Aerospace’s broader capital allocation plans.

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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): November 17, 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
$3.75 Cumulative Preferred Stock, par value $100 per share	HWM PR	NYSE American

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 8.01 Other Events

On November 17, 2025, Howmet Aerospace Inc. (the “Company” or “Howmet Aerospace”) announced that it will redeem all of the outstanding shares of $3.75 Cumulative Preferred Stock of the Company (the “Preferred Stock”) on December 17, 2025 (the “Redemption Date”) at a redemption price of $100 per share plus dividends which have accrued and have not been paid or declared. The amount of accrued dividends per share of Preferred Stock that have not been paid or declared as of the Redemption Date is $0.8125. As of the close of business on November 14, 2025, there were 546,024 shares of Preferred Stock outstanding.

This Current Report on Form 8-K does not constitute a notice of redemption of the Preferred Stock. The redemption of the Preferred Stock will be made solely pursuant to a separate notice of redemption provided to the holders of the Preferred Stock, which specifies the terms, conditions and procedures for the redemption.

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,” “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, expectations relating to the planned redemption of the Preferred Stock. 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; and (n) 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 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: November 17, 2025	By:	/s/ David Crawford
	Name:	David Crawford
	Title:	Vice President and Treasurer

FAQ

What did Howmet Aerospace (HWM) announce in this Form 8-K?

Howmet Aerospace announced that it will redeem all outstanding shares of its $3.75 Cumulative Preferred Stock on December 17, 2025, paying a fixed redemption price plus accrued dividends.

What is the redemption price for Howmet Aerospace's $3.75 Cumulative Preferred Stock?

Each share of Howmet Aerospace's $3.75 Cumulative Preferred Stock will be redeemed at $100 per share plus $0.8125 per share in accrued dividends that have not been paid or declared as of the redemption date.

How many preferred shares of Howmet Aerospace are subject to redemption?

As of the close of business on November 14, 2025, there were 546,024 shares of Howmet Aerospace's $3.75 Cumulative Preferred Stock outstanding that are subject to redemption.

Does this Form 8-K serve as the official notice of redemption for Howmet Aerospace preferred stock?

No. The company states that this report does not constitute a notice of redemption. The actual redemption will be carried out under a separate notice of redemption sent to preferred holders that will specify the terms, conditions, and procedures.

What risks does Howmet Aerospace highlight in connection with the preferred stock redemption and its business generally?

Howmet Aerospace refers to various risks, including global economic and market conditions, cybersecurity and data breaches, loss of significant customers, supply chain disruptions, labor and workforce issues, geopolitical and regulatory risks, and other factors summarized in its Annual Report on Form 10-K for the year ended December 31, 2024.

What type of securities of Howmet Aerospace are listed on exchanges and under which symbols?

Howmet Aerospace lists its Common Stock, par value $1.00 per share, on the New York Stock Exchange under the symbol HWM, and its $3.75 Cumulative Preferred Stock, par value $100 per share, on NYSE American under the symbol HWM PR.