KALU completes $500M 5.875% notes offering; maturity 2034

Rhea-AI Filing Summary

Kaiser Aluminum Corporation issued $500,000,000 aggregate principal of 5.875% Senior Notes due 2034. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and are guaranteed by certain subsidiaries.

The notes mature on March 1, 2034. Interest accrues from November 5, 2025 and is payable semiannually on March 1 and September 1, beginning March 1, 2026. The company may redeem the notes on or after March 1, 2029 at established prices; before that date, it may redeem up to 40% with equity offering proceeds at 105.875%, or redeem otherwise at 100% plus accrued interest and a make‑whole premium.

Certain asset sales or a specified change of control with a ratings decline require an offer to purchase the notes. The indenture includes customary covenants and events of default, allowing the trustee or holders of at least 25% of principal to accelerate. The company noted customary relationships with initial purchasers and issued a press release announcing completion.

Insights

Capital Markets Analyst

$500M fixed-rate notes due 2034; standard terms; neutral.

Kaiser Aluminum completed a private offering of $500,000,000 senior notes at a 5.875% coupon, maturing on March 1, 2034. Interest is paid semiannually starting March 1, 2026. Subsidiary guarantees and customary covenants align with typical high-yield/144A structures.

Optional redemption begins on March 1, 2029 at set prices, with an equity clawback of up to 40% at 105.875% before that date. A make‑whole call is available prior to 2029. A change of control with a ratings decline triggers a purchase offer, providing investor protection consistent with market practice.

Proceeds add fixed-rate debt; actual leverage and use of funds are not detailed in the excerpt. Activity by holders will depend on market conditions and the company’s future disclosures. Overall, this is an administrative capital-raising step without thesis-changing information.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/05/2025 - 04:50 PM Learn about SEC filing dates

KAISER ALUMINUM CORP false 0000811596 0000811596 2025-11-05 2025-11-05

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 AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 5, 2025

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-09447		94-3030279
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1550 West McEwen Drive
Suite 500
Franklin, Tennessee				37067
(Address of Principal Executive Office)				(Zip Code)

(629) 252-7040

(Registrant’s telephone number, including area code)

Not Applicable

(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 $0.01 per share		KALU		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2025, Kaiser Aluminum Corporation (the “Company”) issued $500,000,000 aggregate principal amount of its 5.875% Senior Notes due 2034 (the “Notes”) pursuant to an indenture, dated November 5, 2025 (the “Indenture”), among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) or to non-U.S. persons outside the United States under Regulation S of the Securities Act.

The Notes mature on March 1, 2034. Interest accrues on the Notes at a rate of 5.875% per annum from November 5, 2025, and interest is payable semiannually on March 1 and September 1 of each year. The first interest payment date is March 1, 2026. The Company may redeem all or part of the Notes at any time on or after March 1, 2029 at established redemption prices. At any time prior to March 1, 2029, the Company may also redeem up to 40.0% of the Notes using the proceeds from certain equity offerings at a redemption price equal to 105.875% of the principal amount. At any time prior to March 1, 2029, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole premium.” If the Company sells certain assets or experiences specific kinds of changes in control in connection with a ratings decline, the Company will be required to make an offer to purchase the Notes.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or certain holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, to be immediately due and payable.

The Company has various relationships with the initial purchasers. Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the initial purchasers and/or their affiliates are lenders and/or agents under our existing revolving credit facility. These agents and lenders, or their respective affiliates, have received, and may in the future receive, customary fees and expenses for those services.

The preceding description of the Indenture and the Notes is a summary and is qualified in its entirety by the Indenture and form of the Notes, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated by reference herein. On November 5, 2025, the Company also issued a press release announcing the completion of the offering. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Exhibit
4.1		Indenture, dated November 5, 2025, among Kaiser Aluminum Corporation, each of the guarantors named therein and Computershare Trust Company, N.A., as Trustee.
4.2		Form of 5.875% Senior Note due 2034 (included in Exhibit 4.1).
99.1		Press release dated November 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

						KAISER ALUMINUM CORPORATION
Date: November 5, 2025				By:		/s/ John M. Donnan
						John M. Donnan
						Executive Vice President, Chief Administrative Officer and General Counsel

- 3 -

FAQ

What did Kaiser Aluminum (KALU) issue?

The company issued $500,000,000 aggregate principal of 5.875% Senior Notes due 2034.

When do the new KALU notes mature and pay interest?

They mature on March 1, 2034 and pay interest semiannually on March 1 and September 1, starting March 1, 2026.

What are the redemption terms for KALU’s 2034 notes?

Redeemable on or after March 1, 2029 at established prices; before that, up to 40% can be redeemed with equity proceeds at 105.875%, or at 100% plus accrued interest and a make‑whole premium.

What investor protections are included?

If certain asset sales occur or a specified change of control with a ratings decline happens, the company must make an offer to purchase the notes.

How were the notes offered?

They were sold to QIBs under Rule 144A and to non‑U.S. persons under Regulation S, with guarantees from certain subsidiaries.

Who can accelerate the notes upon default?

The trustee or holders of at least 25% in aggregate principal amount of the notes can declare them due and payable after certain events of default.