On October 27, 2025, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing its intention to offer $500.0 million in aggregate principal amount of senior notes due 2034 (the “New Notes”), in a private transaction that is exempt from the registration requirements of the Securities Act of 1933. The consummation of the offering of New Notes is subject to market conditions and there can be no assurance that the offering of New Notes will be consummated.
The Company intends to use the net proceeds from the offering, together with borrowings under the revolving credit facility and/or cash on hand, to redeem all outstanding amounts of the Company’s 4.625% senior notes due 2028 (the “2028 Notes”). A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
The information contained in this report does not constitute an offer to sell, or a solicitation of an offer to purchase, any New Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful, nor does it constitute a notice of redemption with respect to the 2028 Notes.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Number |
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Exhibit |
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| 99.1 |
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Press release dated October 27, 2025. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains statements based on management’s current expectations, estimates and projections that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 involving known and unknown risks and uncertainties that may cause actual results, performance or achievements of the Company to be materially different from those expressed or implied. These factors include: (a) the effectiveness of management’s strategies and decisions, including strategic investments, capital spending strategies, cost reduction initiatives, sourcing strategies, process and countermeasures implemented to address operational and supply chain challenges, and the execution of those strategies; (b) the execution and timing of strategic investments; (c) general economic and business conditions, including the impact of geopolitical factors and governmental and other actions taken in response, tariffs, cyclicality, reshoring, labor challenges, supply interruptions, scrap availability and pricing, customer operation disruptions, customer inventory imbalances and supply chain issues and other conditions that impact demand drivers in the aerospace/high strength, packaging, general engineering, automotive extrusions and other end markets the Company serves; (d) the Company’s ability to participate in mature and anticipated new automotive programs expected to launch in the future and successfully launch new automotive programs; (e) changes or shifts in defense spending due to competing national priorities; (f) pricing, market conditions and the Company’s ability to effectively execute its commercial and labor strategies, pass through cost increases, including the institution of surcharges, and flex costs in response to inflation, volatile commodity costs and changing economic conditions; (g) developments in technology; (h) the impact of the Company’s future earnings, cash flows, financial condition, capital requirements and other factors on its financial strength and flexibility; (i) new or modified statutory or regulatory requirements; (j) the successful integration of the acquired operations and technologies; (k) stakeholder, including regulator and customer, views regarding the Company’s sustainability goals and initiatives and the impact of factors outside of the Company’s control on such goals and initiatives; and (l) other risk factors summarized in the Company’s reports filed with the Securities and Exchange Commission including the Company’s Form 10-K for the year ended December 31, 2024. All information in this report is as of the date of this report. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
