8-KThe WireRoutine
Reg FD Disclosure
Filed Apr 16, 2025 · 1y ago · Accession 0001104659-25-035540
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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):
April 16, 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 7.01. Regulation FD Disclosure
On April 16, 2025, Howmet Aerospace Inc. (the “Company”)
is making available, on its website, the Company’s 2024 Annual Report (the “Annual Report”), which includes an annual
letter to shareholders dated April 9, 2025 (the “Annual Shareholders Letter”) from the Company’s Executive Chairman
and Chief Executive Officer. The Annual Shareholders Letter summarizes the Company’s achievements in 2024 and its market outlook
for 2025. The Annual Report and Annual Shareholders Letter can be found at https://www.howmet.com/annualreport/ and on the website maintained
by the United States Securities and Exchange Commission at https://www.sec.gov.
On April 16, 2025, the Company is also making available, on its website,
the Company’s 2024 Environmental, Social and Governance Report (the “2024 ESG Report”), which details the Company’s
environmental, social and governance commitment and performance. The 2024 ESG Report can be found at https://www.howmet.com/environmental-social-governance/.
In accordance with General Instruction B.2 of Form 8-K, the information
and the documents referenced in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking
Statements
This report and referenced documents contain
statements by the Company 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 the Company’s expectations, assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the
condition of markets; future financial results or operating performance; future strategic actions; the Company’s strategies,
outlook, and business and financial prospects; and any future dividends, debt issuances, debt reduction and repurchases of its
common stock. These statements reflect beliefs and assumptions that are based on the Company’s perception of historical
trends, current conditions and expected future developments, as well as other factors the Company 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 the Company, including due to escalating
tariff and other trade policies and the resulting impacts on the Company’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 the Company’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 the Company’s Form 10-K for the year ended
December 31, 2024 and other reports filed with the U.S. Securities and Exchange Commission. Market projections are subject to the
risks discussed above and other risks in the market. The statements contained herein and in the documents referenced herein are made
as of the date of this report and/or such document, respectively. The Company 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: April 16, 2025
By:
/s/ Lola F. Lin
Name:
Lola F. Lin
Title:
Executive Vice President, Chief Legal and
Compliance Officer and Secretary
Filing details
- Company
- Howmet Aerospace Inc.
- Ticker
- HWM
- CIK
- 4281
- Form type
- 8-K
- Filing date
- Apr 16, 2025
- Report date
- Apr 16, 2025
- Document
- tm2512489d1_8k.htm
- Size
- 251 KB