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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 3, 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. ¨
On
November 3, 2025, Howmet Aerospace Inc. (the “Company” or “Howmet Aerospace”) announced a
proposed offering of senior notes (the “New Notes”). The pricing and terms of the New Notes are subject to market conditions
and other factors. The Company intends to use the net proceeds from the offering, together with cash on hand, for the redemption of all
of the outstanding principal amount of approximately $625 million of its 5.90% Notes due 2027 (CUSIP No. 013817AJ0) (the “2027
Notes”).
The
Company intends to issue a notice of redemption to redeem the 2027 Notes on December 3, 2025 (the “Redemption Date”)
in accordance with the terms of the 2027 Notes and the Indenture dated as of September 30, 1993, as supplemented, between Howmet Aerospace
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).
The redemption price
(the “Redemption Price”) for the 2027 Notes shall be equal to the greater of (i) 100% of the principal amount of the
2027 Notes, plus accrued interest, if any, to the Redemption Date or (ii) the sum of the present values of the Remaining Scheduled Payments,
discounted on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points,
plus accrued interest to the Redemption Date that has not been paid. The Company expects that the aggregate Redemption Price for the 2027
Notes will be approximately $652 million, including accrued interest.
Capitalized terms used
in this Item 8.01 and not otherwise defined herein shall have the same meaning as given in the Indenture or the 2027 Notes, as the case
may be.
This Current Report on
Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the New 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 New 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. This Current Report on Form 8-K does not constitute a notice of redemption of the
2027 Notes. The redemption of the 2027 Notes will be made solely pursuant to a notice of redemption delivered pursuant to the Indenture.
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, relating to the pricing and terms
of the offering of the New Notes and the use of the net proceeds therefrom, including expectations relating to the planned redemption
of the 2027 Notes. 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 3, 2025 |
By: |
/s/ David Crawford |
| |
Name: |
David Crawford |
| |
Title: |
Vice President and Treasurer |
