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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 6, 2025

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-14303			38-3161171

(Commission File Number)			(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan			48211-1198

(Address of Principal Executive Offices)			(Zip Code)


(313)			758-2000
(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 $0.01 per share	AXL	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 6, 2025, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”), elected David B. Walker as an independent director of the Board. Mr. Walker will serve as a Class II director and will serve until AAM's 2028 annual general meeting of shareholders when he is expected to stand for re-election by a vote of AAM's shareholders.

Mr. Walker is eligible to participate in AAM's compensation arrangements for non-employees directors, as described in AAM's definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on March 20, 2025.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On August 8, 2025, AAM issued a press release announcing the election of a new board member. A copy of this press release is furnished as Exhibit 99.1

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description

99.1						Press release dated August 8, 2025

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.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Date:

August 11, 2025

By:

/s/ Matthew K. Paroly

Matthew K. Paroly

Vice President, General Counsel & Secretary

EX-99.1 2 a08_08x25aamnamesdavidwa.htm EX-99.1 a08_08x25aamnamesdavidwa

AAM Names David B. Walker to Board of Directors DETROIT, August 8, 2025 - American Axle & Manufacturing (NYSE: AXL) has named David B. Walker to its Board of Directors. Mr. Walker is a retired Vice Chairman of Investment Banking at J.P. Morgan. “I am pleased to welcome David to the AAM Board of Directors,” said David C. Dauch, AAM’s Chairman and CEO. “Throughout his career, he has advised and assisted global companies in strengthening their business profiles. His deep knowledge of financing, strategy, acquisitions and investment opportunities further complements and enhances the skillset and experience of our Board.” With 35 years of business experience advising companies across a range of industries worldwide, Walker is a valued business strategist having recently served as Vice Chairman of Investment Banking at J.P. Morgan until he retired in June 2025. While at J.P. Morgan, he also served in various leadership roles including Head of J.P. Morgan’s Automotive Group and Global Co-Head of J.P. Morgan’s Diversified Industries Group. Walker currently serves on the board of The Arc of Westchester Foundation. Full director bios are available at aam.com. About AAM: As a leading global Tier 1 Automotive and Mobility Supplier, AAM designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with over 75 facilities in 16 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. ### For more information: Investor Contact David H. Lim Head of Investor Relations (313) 758-2006 david.lim@aam.com Media Contact Christopher M. Son Vice President, Marketing & Communications (313) 758-4814 chris.son@aam.com IMMEDIATE RELEASE

David Walker Director since 2025 Mr. Walker retired from J.P. Morgan in June 2025. In 1990, Mr. Walker joined J.P. Morgan in the Equity Capital Markets group where he was responsible for the origination and execution of equity offerings including IPOs, rights offerings, secondary offerings and convertible financings. From 1996 through 1998, he ran the firm’s Equity Syndicate Group in London. In 2008, he was named Head of J.P. Morgan’s Automotive Group and in 2012 he was named Global Co-Head of J.P. Morgan’s Diversified Industries Group. He was named Vice Chairman of Investment Banking in February 2018. Mr. Walker graduated cum laude from Amherst College in 1985 and received his MBA in finance from the Wharton School at the University of Pennsylvania in 1990. Mr. Walker currently serves on the Board of Directors for The Arc of Westchester Foundation.