Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-278551) OF ARCELORMITTAL AND THE PROSPECTUSES INCORPORATED THEREIN.
ArcelorMittal has executed the agreement dated as of May 12, 2026
attached hereto as Exhibit 99.1, hereby incorporated by reference into this report on Form 6-K.
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, thereunto duly authorized.
Exhibit 99.1
EXECUTION VERSION
Underwriting Agreement
May 12, 2026
J.P. Morgan Securities LLC
270 Park Avenue
New York, NY 10017
United States
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
United States
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
United States
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282-2198
United States
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, NY 10021
United States
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
United States
Standard Chartered Bank AG
TaunusTurm, Taunustor 1
60310 Frankfurt am Main
Germany
Ladies and Gentlemen:
ArcelorMittal, a Luxembourg
société anonyme (the “Company”), proposes to issue and sell to the several Underwriters listed
in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”),
$1,000,000,000 principal amount of its 5.375% Notes due 2036 having the terms set forth in Schedule 2 hereto (the “Securities”).
The Securities will be issued pursuant to the Indenture dated as of June 1, 2015, among the Company, Wilmington Trust, National Association
as trustee (the “Trustee”) and Citibank, N.A. as securities administrator (the “Securities Administrator”),
as supplemented by a supplemental indenture to be dated as of May 19, 2026 (the “Indenture”). The non-U.S. affiliates
of the Underwriters are set forth in Schedule 5 hereto.
The Company agrees to issue
and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase
from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at
a price equal to 98.712% for the Securities, both of the principal amount thereof, plus accrued interest, if any, from May 19, 2026
to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all
the Securities to be purchased as provided herein.
The Company understands that
the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment
of the Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information and the
Prospectus.
Schedule 3 hereto sets forth
information that together with the Preliminary Prospectus used most recently prior to the execution of this Underwriting Agreement, constitute
the Time of Sale Information made available at the Time of Sale. The “Time of Sale” with respect to the Securities
is defined as 3:30 P.M., New York City time, on May 12, 2026. The Company acknowledges and agrees that the Underwriters may offer
and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased
by it to or through any Underwriter.
Payment for and delivery of
the Securities shall be made at the offices of Allen Overy Shearman Sterling LLP at 10:00 A.M., New York City time, on May 19, 2026,
or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representative
and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing
Date.”
Payment for the Securities
shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against
delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing
the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the
Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M.,
New York City time, on the business day prior to the Closing Date.
The Company and the Underwriters
acknowledge and agree that the only information (the “Underwriter Information”) relating to any Underwriter which has
been furnished to the Company by any Underwriter expressly for use in the Registration Statement, including the Base Prospectus included
therein, the Preliminary Prospectus or any Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or
any Time of Sale Information consists of the following: the legal and marketing names of the Underwriters on the front and back cover
pages in the prospectus supplement included in the Preliminary Prospectus and in the prospectus supplement included in the Prospectus,
the information contained in the table and in the third paragraph, the fourth paragraph, the sixth paragraph (only with respect to any
Underwriter that is not a U.S.-registered broker-dealer), the second sentence of the eighth paragraph, the ninth paragraph, and the tenth
paragraph and in “Other Relationships” under the heading “Underwriting” in the prospectus supplement
included in the Preliminary Prospectus and the prospectus supplement included in the Final Prospectus, and the following information in
the final Pricing Term Sheets, each dated May 12, 2026: (i) the names of the Underwriters; (ii) the Spread to Benchmark
Treasury, (iii) Benchmark Treasury and (iv) the Benchmark Treasury Price and Yield.
Notices to the
Underwriters shall be given at: J.P. Morgan Securities LLC, 270 Park Avenue, New York, NY 10017, United States, Attention:
Investment Grade Syndicate Desk, Telephone: +1 (212) 834-4533; BofA Securities, Inc., 114 West 47th Street,
NY8-114-07-01, New York, NY 10036, United States, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax: +1
(212) 901-7881; Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, United States, Attention: General Counsel,
Fax: +1 (646) 291-1469; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, United States, Attention:
Registration Department; HSBC Securities (USA) Inc., 66 Hudson Boulevard, New York, NY 10001, United States, Attention: DCM Legal
Americas, Email: dcmlegalamericas@us.hsbc.com; Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, United
States, Attention: Debt Capital Markets, Email: DCMAmericas@santander.us; Standard Chartered Bank AG, TaunusTurm, Taunustor 1, 60310
Frankfurt am Main, Germany, Attention: Capital Markets, Telephone: +49 (0) 69 770 750 304 / + 33 1 53 75 83 00, Email:
SCBCapitalMarketsNotice@sc.com.
All provisions contained in
the document entitled ArcelorMittal Underwriting Agreement Standard Provisions (the “Standard Provisions”), which was
filed as Exhibit 1.1 to the Registration Statement on Form F-3 dated April 8, 2024 (File No. 333-278551), are incorporated
by reference herein in their entirety and shall be deemed to be applicable and a part of this Underwriting Agreement to the same extent
as if such provisions had been set forth in full herein, except that:
| (i) | if any term defined in such Standard Provisions is otherwise defined herein, the definition set forth
herein shall control; |
| (ii) | Section 1 of the Standard Provisions is completed by the following file number of the Registration
Statement: File No. 333-278551; |
| (iii) | the phrase “, currently consisting of the so-called Donetsk People’s Republic and so-called
Luhansk People’s Republic and Crimea region of Ukraine, the Kherson or Zaporizhzhia regions of Ukraine (in each case to the extent
that such areas of Kherson or Zaporizhzhia are under control of Russia), Cuba, Iran and North Korea” shall be inserted
after the word “territory” in Section 3(dd)(a)(ii) of the Standard Provisions; |
| (iv) | the sentence “The representations given in this Section 3(dd) shall not be (i) made
to any Underwriter incorporated in or organized under the laws of the Federal Republic of Germany in so far as they would result in a
violation of, or conflict with, Section 7 of the Germany Foreign Trade Ordinance (Außenwirtschaftsverordnung), or any similar
applicable anti-boycott law or regulation, as amended from time to time and (ii) given to or sought by any of the Underwriters insofar
as this would result in a violation of, or conflict with Council Regulation (EC) 2271/96, as may be amended or supplemented from time
to time and/or any applicable national law or regulation relating thereto in any member state of the European Union ” shall
be inserted at the end of Section 3(dd) of the Standard Provisions; |
| (v) | the phrase “(x) on and as of the date hereof and the Closing Date, from an authorized representative
of the Company who has knowledge of the Company’s financial matters and is reasonably satisfactory to the Representative, a certificate
substantially in the form of Annex E hereto, and (y)” shall be inserted after the word “received” in Section 6(e) of
the Standard Provisions; |
| (vi) | the phrase “U.S. federal or New York State authorities” in clause (iii) of Section 8
of the Standard Provisions shall be deleted and replaced with the phrase “the authorities of any of the U.S. (federal or New
York State) or Luxembourg”; |
| (vii) | the following provisions do not apply: Sections 5(e), (f), (j) and (k), and Section 20(g). For
certainty, Sections 5(d) and (i), and Section 16, Section 17, Section 18 and Section 19 do apply; and |
| (viii) | Sections 5(i), (j) and (k) of the Standard Provisions are deleted and replaced with the following: |
“(i) If
applicable per the Underwriting Agreement, it has not offered, sold or otherwise made available and will not offer, sell or otherwise
make available any Securities to any retail investor in the UK. For the purposes of this provision:
| (i) | the expression “retail investor” means a person who is either one (or both) of the following: |
| (A) | not a professional client (as defined in point (8) of Article 2(1) of Regulation (EU)
No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”));
or |
| (B) | not a qualified investor (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission
to Trading Regulations 2024 (the “POATRS”)); and |
| (ii) | the expression “an offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to buy or subscribe for the
Securities. |
(j) If
applicable per the Underwriting Agreement, it has not made and will not make an offer of Securities which are the subject of the offering
contemplated by the Prospectus to the public in the UK, except that it may make an offer of such Securities to the public in the UK to
any legal entity which is a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRS.
The underwriters shall
require any person who acquires the Securities to represent and warrant that he is a qualified investor as defined in paragraph 15 of
Schedule 1 to the POATRS.
For the purposes of this
provision, the expression “an offer of Securities to the public” in relation to any Securities means the communication in
any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor
to decide to buy or subscribe for the Securities.
(k) If
applicable per the Underwriting Agreement, it has not made and will not make an offer of Securities which are the subject of the offering
contemplated by the Prospectus to the public in the UK, except that it may make an offer of such Securities to the public in the UK at
any time:
| (i) | to any legal entity which is a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRS
; |
| (ii) | to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1
to the POATRS) in the UK subject to obtaining the prior consent of the relevant underwriters or underwriter nominated by the Company for
any such offer; or |
| (iii) | in any other circumstances falling within Part 1 of Schedule 1 to the POATRS, |
For the purposes of this
provision, the expression “an offer of Securities to the public” in relation to any Securities means the communication in
any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor
to decide to buy or subscribe for the Securities.”
In addition, the Company represents
and warrants to each Underwriter that the Company’s condensed consolidated statements of financial position, condensed consolidated
statement of operations and condensed consolidated statements of cash flows, and the footnotes thereto, as of and for the three months
ended March 31, 2026 furnished on the Company’s Report of Foreign Private Issuer on Form 6-K dated May 12, 2026,
incorporated by reference in the Time of Sale Information, Preliminary Prospectus and the Prospectus present fairly the financial position
of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows
for the periods specified; such financial information has been prepared in accordance with IFRS as issued by the International Accounting
Standards Board applied on a consistent basis throughout the periods covered thereby.
This Agreement may be executed
in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same instrument. Any signature to this agreement may be delivered by electronic mail (including Adobe pdf) or any electronic
signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension
or renewal of this Agreement. Each of the Underwriters represents and warrants that it has the corporate capacity and authority to execute
this Agreement through electronic means and there are no restrictions for doing so in that Underwriter’s constitutive documents.
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
| |
Very truly yours, |
| |
|
| |
ARCELORMITTAL |
| |
|
| |
By: |
/s/ Maureen Baker |
| |
|
Name: |
Maureen Baker |
| |
|
Title: |
Group Head Funding |
| |
|
| |
By: |
/s/ Philippe Noury |
| |
|
Name: |
Philippe Noury |
| |
|
Title: |
Group Treasurer |
Accepted: May 12, 2026
J.P. MORGAN SECURITIES LLC
| By |
/s/ Som Bhattacharyya |
|
| Authorized Signatory |
|
BOFA SECURITIES, INC.
| By |
/s/ Cody M. Kiechle |
|
| Authorized Signatory |
|
CITIGROUP GLOBAL MARKETS INC.
| By |
/s/ Adam Bordner |
|
| Authorized Signatory |
|
GOLDMAN SACHS & CO. LLC
| By |
/s/ Joanna Sedlak |
|
| Authorized Signatory |
|
HSBC SECURITIES (USA) INC.
| By |
/s/ Patrice Altongy |
|
| Authorized Signatory |
|
SANTANDER US CAPITAL MARKETS LLC
| By |
/s/ Richard N. Zobkiw Jr. |
|
| Authorized Signatory |
|
STANDARD CHARTERED BANK AG
| By |
/s/ Christopher Mackel |
|
| Authorized Signatory |
|
| By |
/s/ Mickael Parakian |
|
| Authorized Signatory |
|
Schedule 1
| Underwriter | |
Principal Amount of
the Securities | |
| J.P. Morgan Securities LLC | |
$ | 142,858,000 | |
| BofA Securities, Inc. | |
$ | 142,857,000 | |
| Citigroup Global Markets Inc. | |
$ | 142,857,000 | |
| Goldman Sachs & Co. LLC | |
$ | 142,857,000 | |
| HSBC Securities (USA) Inc. | |
$ | 142,857,000 | |
| Santander US Capital Markets LLC | |
$ | 142,857,000 | |
| Standard Chartered Bank AG | |
$ | 142,857,000 | |
| Total | |
$ | 1,000,000,000 | |
Schedule 2
Debt Securities
Underwriters and Address for Notices:
Notices to the Underwriters shall be given at:
J.P. Morgan Securities LLC, 270 Park Avenue, New York, NY 10017, United
States, Attention: Investment Grade Syndicate Desk, Telephone: +1 (212) 834-4533.
BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01,
New York, NY 10036, United States, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax: +1 (212) 901-7881.
Citigroup Global Markets Inc., 388 Greenwich
Street, New York, NY 10013, United States, Attention: General Counsel, Fax: +1 (646) 291-1469.
Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198,
United States, Attention: Registration Department.
HSBC Securities (USA) Inc., 66 Hudson Boulevard, New York, NY 10001,
United States, Attention: DCM Legal Americas, Email: dcmlegalamericas@us.hsbc.com.
Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY
10022, United States, Attention: Debt Capital Markets, Email: DCMAmericas@santander.us.
Standard Chartered Bank AG, TaunusTurm, Taunustor 1, 60310 Frankfurt
am Main, Germany, Attention: Capital Markets, Telephone: +49 (0) 69 770 750 304 / + 33 1 53 75 83 00, Email: SCBCapitalMarketsNotice@sc.com.
Certain Terms of the Securities:
Title of Securities: 5.375% Notes due 2036
Aggregate Principal Amount of Securities: $1,000,000,000
Maturity Date: May 19, 2036, unless earlier
redeemed
Interest Rate: 5.375% per annum
Interest Payment Dates: May 19 and November 19,
commencing November 19, 2026
Record Dates: May 5 and November 5
Redemption Provisions: Make whole call at Treasury plus 20
basis points; Par Call Date of February 19, 2036; Tax redemption at 100%
Change of Control: 101%
Schedule 3
Time of Sale Information
1. Pricing
term sheet containing the terms of the Securities, substantially in the form of Schedule 4.
Schedule 4
Final Pricing Term Sheet
ArcelorMittal
$1,000,000,000 5.375% Notes due May 19,
2036
This final term sheet dated May 12, 2026,
relates only to the securities described below and should be read together with the preliminary prospectus supplement dated May 12,
2026, and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying
prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities.
Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.
| Issuer: |
ArcelorMittal |
| Offering Format: |
SEC-Registered |
| Ranking: |
Senior, Unsecured |
| Security Description: |
5.375% Notes due May 19, 2036 |
| Size: |
$1,000,000,000 |
| Price: |
99.162% of face amount |
| Maturity Date: |
May 19, 2036, unless earlier redeemed |
| Coupon: |
5.375% per annum, Fixed, Semi-annual |
| Yield to Maturity: |
5.485% |
| Benchmark Treasury: |
UST 4.125% due February 15, 2036 |
| Benchmark Treasury Price and Yield: |
97-10+;
4.465% |
| Spread to Benchmark Treasury: |
102 bps |
| Interest Payment Dates: |
May 19 and November 19, commencing November 19, 2026 |
| Total Net Proceeds Before Expenses: |
The net proceeds of the Notes offering, after deduction of the underwriting discount of approximately $4,500,000, amount to approximately $987,120,000. |
| Use of Proceeds: |
ArcelorMittal intends to use the net proceeds of this offering for general corporate purposes. |
| Optional Redemption: |
(i) make-whole call, in whole or in part, at any time prior to the Par Call Date and (ii) on or after the Par Call Date, in whole or in part, at a redemption price equal to 100% of the principal amount, in each case plus accrued and unpaid interest thereon, if any, up to (but excluding) the redemption date. |
| Redemption for Taxation Reasons: |
ArcelorMittal may redeem all but not in part of the Notes for one or more certain taxation reasons (each as described in the Preliminary Prospectus Supplement), at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest (including any additional amounts) thereon, if any, up to (but excluding) the redemption date. |
| Change of Control: |
101% |
| Make-whole Spread: |
T+20 bps |
| Par Call Date: |
February 19, 2036 |
| Trade Date: |
May 12, 2026 |
| Settlement Date: |
T+5; May 19, 2026 |
| CUSIP: |
03938LBM5 |
| ISIN: |
US03938LBM54 |
| Denominations/Multiple: |
$2,000 x $1,000 |
| Expected Security Ratings*: |
Baa2 / BBB (Moody’s / S&P) |
| Underwriters: |
Joint Book-Running Managers
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Santander US Capital Markets LLC
Standard Chartered Bank AG |
| Listing: |
None |
| Governing Law: |
The indenture and the Notes will be governed by the laws of the State of New York. The provisions of articles 470-1 to 470-19 of the Luxembourg law of August 10, 1915, on commercial companies, as amended, do not apply to the Notes |
*Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting J.P.
Morgan Securities LLC by calling collect: 1-212-834-4533; BofA Securities, Inc. by calling toll-free: 1-800-294-1322; Citigroup
Global Markets Inc. by calling toll-free: 1-800-831-9146; Goldman Sachs & Co. LLC by calling toll-free:1-866-471-2526; HSBC
Securities (USA) Inc. by calling toll-free: 1-866-811-8049; Santander US Capital Markets LLC by calling toll-free: 1-855-403-3636; Standard
Chartered Bank AG by calling: +44 2078 855739.
MiFID II/UK MiFIR professionals/ECPs-only/No PRIIPs KID or CCI product
summary—Manufacturer Target Market (MiFID II Product Governance/UK MiFIR Product Governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs Key Information Document (KID) or CCI product summary has been prepared as not available
to retail in EEA or UK.
The underwriters expect to deliver the Notes
on or about May 19, 2026, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange
Act) following the date of pricing of the Notes (this settlement cycle is being referred to as “T+5”). Under Rule 15c6-1
of the U.S. Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business day
before delivery will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to make such trades should consult their own advisors.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Schedule 5
Non-U.S. Affiliates of Underwriters and Addresses
J.P. Morgan Markets Limited
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
J.P. Morgan Dublin plc
200 Capital Dock
79 Sir John Rogerson’s Quay
Dublin 2
Ireland
BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Banco Santander, S.A.
Ciudad Grupo Santander
Edificio Encinar
Avenida de Cantabria s/n
28660, Boadilla del Monte
Madrid, Spain
Annex E
Form of CFO Certificate
