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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 12, 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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
Please refer to the discussion
under Item 8.01 below, which is incorporated by reference into this Item 2.03.
On
November 12, 2025, Howmet Aerospace Inc. (the “Company” or “Howmet Aerospace”) closed its previously announced
underwritten public offering of $500 million aggregate principal amount of 4.550% Notes due 2032 (the
“2032 Notes”).
The
2032 Notes were issued under the Indenture dated as of September 30, 1993 between Alcoa Inc. (“Alcoa”), a Pennsylvania
corporation, and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan
Trust Company, N.A. (formerly known as Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association),
as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of January 25, 2007 between Alcoa
and the Trustee, the Second Supplemental Indenture dated as of July 15, 2008 between Alcoa and
the Trustee, the Fourth Supplemental Indenture dated as of December 31, 2017 among Arconic Inc., a Pennsylvania corporation, Arconic
Inc., a Delaware corporation, and the Trustee, the Fifth Supplemental Indenture dated as of April 16, 2020
between the Company and the Trustee and the Seventh Supplemental Indenture dated as of November 12, 2025 between the Company and the Trustee
(collectively, the “Indenture”). The 2032 Notes were sold pursuant to the Company’s shelf registration statement filed
with the Securities and Exchange Commission on Form S-3 (File No. 333-272154) and automatically declared effective on May 23, 2023. The
form of the 2032 Notes is attached hereto as Exhibit 4.7 and is incorporated herein by reference into this Item 8.01. A copy of the opinion
of counsel of the Company relating to the validity of the 2032 Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference
into this Item 8.01.
The 2032
Notes will mature on November 15, 2032 and bear interest at a rate of 4.550% per annum. Accrued and unpaid interest on the 2032 Notes
will be payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2026.
Prior
to September 15, 2032, the Company may redeem the 2032 Notes, in whole or in part, at its option, at any time or from time to time, at
a redemption price equal to the greater of (i) 100% of the principal amount of the 2032 Notes to be redeemed, and (ii) (a) the sum of
the present values of the remaining scheduled payments of principal and interest on the 2032 Notes to be redeemed, discounted to the redemption
date (assuming the notes matured on September 15, 2032) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months
at the Treasury Rate (as defined in the 2032 Notes), plus 10 basis points less (b) interest accrued to the date of redemption, plus, in
case of either (i) or (ii), accrued and unpaid interest thereon to the date of redemption. On or after September 15, 2032, the 2032 Notes
will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption price equal
to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to the redemption date. Any notice of
redemption of the 2032 Notes to be redeemed at the option of the Company may state that such redemption shall be conditional, in the Company’s
discretion, on one or more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it
determines that any or all such conditions will not be satisfied by the redemption date, and that in such event, such redemption notice
shall be of no further force or effect and the Company shall not be required to redeem the 2032 Notes on the redemption date or otherwise.
The Indenture
contains customary events of default. If an event of default under the Indenture occurs and is continuing, the Trustee or the holders
of at least 25% in aggregate principal amount of the outstanding 2032 Notes may declare the principal amount of all the 2032 Notes to
be immediately due and payable.
The foregoing
description of the Indenture and the 2032 Notes is qualified in its entirety by reference to the full text of such documents, which are
attached or incorporated by reference hereto as Exhibit 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 and incorporated by reference into this Item
8.01.
In
connection with the offering, the Company entered into an underwriting agreement, dated November 3, 2025 (the “Underwriting Agreement”),
with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
representatives of the several underwriters named in Schedule I thereto. For a complete description of the terms of the Underwriting Agreement,
please refer to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 8.01.
On December 3, 2025,
the Company expects to complete the redemption of all of the remaining outstanding principal amount of $625,000,000 of its 5.90% Notes
due 2027 (the “2027 Notes”). The redemption is being made pursuant to a previously issued notice of redemption dated November
3, 2025 as disclosed in the Company’s Current Report on Form 8-K dated November 3, 2025. The Company expects to redeem the
2027 Notes with the net proceeds from the 2032 Notes offering and
cash on hand at an aggregate redemption price of approximately $652 million, including accrued interest of approximately $12 million.
As a result of these actions,
the Company expects to achieve a reduction in annual interest expense of approximately $14 million.
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 2027 Notes and expected reduction in annual interest expense. 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
U.S. Securities and Exchange Commission. 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.
| Item 9.01 | Financial Statements
and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting
Agreement, dated November 3, 2025, between Howmet Aerospace Inc. and Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives
of the several underwriters named in Schedule I thereto. |
| | |
| 4.1 | Form of Indenture, dated as of September 30, 1993, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to
J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor trustee
to PNC Bank, National Association, as trustee (undated form of Indenture incorporated by reference to Exhibit 4(a) to Registration Statement
No. 33-49997 on Form S-3). |
| | |
| 4.2 | First Supplemental Indenture, dated as of January 25, 2007, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor
to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor trustee
to PNC Bank, National Association, as trustee, incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form
8-K (Commission file number 1-3610) dated January 25, 2007. |
| | |
| 4.3 | Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa Inc. and The Bank of New York Mellon Trust Company, N.A.,
as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association,
as successor to PNC Bank, National Association), as trustee, incorporated by reference to Exhibit 4(c) to the Company’s Current
Report on Form 8-K (Commission file number 1-3610) dated July 15, 2008. |
| | |
| 4.4 | Fourth Supplemental Indenture, dated as of December 31, 2017, among Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware
corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to the Company’s
Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018. |
| | |
| 4.5 | Fifth Supplemental Indenture, dated as of April 16, 2020, between Howmet Aerospace Inc., a Delaware corporation, and The Bank of New
York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4(e) to the Company’s Registration Statement on
Form S-3 (Registration Statement No. 333-237705) dated April 16, 2020. |
| | |
| 4.6 | Seventh
Supplemental Indenture dated as of November 12, 2025 between Howmet Aerospace Inc., a Delaware
corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| | |
| 4.7 | Form of 4.550% Notes due 2032. |
| | |
| 5.1 | Opinion of K&L Gates LLP, counsel for Howmet Aerospace Inc. |
| | |
| 23.1 | Consent of K&L Gates LLP, counsel for Howmet Aerospace Inc. (included in Exhibit 5.1). |
| | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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 12, 2025 |
By: |
/s/ David Crawford |
| |
Name: |
David Crawford |
| |
Title: |
Vice President and Treasurer |
