Every material Form 8-K Dauch has filed with the SEC since May 02, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Dauch reported third quarter 2026 results with sales of $2.91 billion, up from $1.51 billion a year earlier, mainly because of the Dowlais acquisition. The company swung to a net loss attributable to Dauch of $45.3 million, or $(0.19) per share, compared with net income of $9.2 million, or $0.07 per share, a year earlier. It raised its full-year sales outlook but lowered its full-year Adjusted EBITDA range, so the results and guidance point in different directions for shareholders.
Third quarter sales were $2.91 billion versus $1.51 billion in Q3 2025; the Dowlais acquisition was the primary driver of year-over-year changes.
Net loss attributable to Dauch was $45.3 million, or $(0.19) per share, versus net income of $9.2 million, or $0.07 per share, in Q3 2025.
Adjusted EBITDA was $358.5 million, or 12.3% of sales, versus $195.7 million, or 13.0% of sales, a year earlier.
Full-year 2026 Adjusted EBITDA outlook was lowered to $1.35–$1.375 billion from $1.36–$1.425 billion, while the sales outlook was raised to $10.8–$10.875 billion from $10.6–$10.8 billion.
Dauch Corporation preliminarily reported a third-quarter 2026 net loss attributable to Dauch of $42 million to $47 million and Adjusted EBITDA of $355 million to $360 million, ahead of full results due November 6, 2026. It lowered its full-year 2026 Adjusted EBITDA target to $1.350 billion to $1.375 billion from $1.360 billion to $1.425 billion, citing production volatility, rising inflation and higher energy costs, while raising its full-year sales target. The lower profit outlook matters to shareholders because it reduces expected earnings for the year.
Q3 2026 net loss attributable to Dauch expected at $42 million to $47 million; Adjusted EBITDA expected at $355 million to $360 million.
Full-year 2026 Adjusted EBITDA target cut to $1.350 billion to $1.375 billion from $1.360 billion to $1.425 billion.
Full-year 2026 sales target raised to $10.8 billion to $10.875 billion from $10.6 billion to $10.8 billion, including metal market pass-throughs.
Full third-quarter results and conference call scheduled for 10:00 a.m. ET on November 6, 2026.
Dauch Corporation said Nathan Iles will join as Senior Vice President of Finance on November 2, 2026, and will succeed Christopher May as Chief Financial Officer on December 1, 2026. May will move to Executive Vice President and Chief Administrative Officer, keeping IT and adding oversight of HR, and the filing says Terri Kemp will retire at the end of 2026.
Nathan Iles starts as Senior Vice President of Finance on November 2, 2026, and becomes CFO on December 1, 2026
Iles has been CFO of Standard Motor Products since 2019 and was previously CFO of UCI International Holdings from 2016 to 2019
Iles's offer letter sets a $650,000 base salary, a 100% target annual bonus and a 200% target long-term incentive
Christopher May becomes Executive Vice President and Chief Administrative Officer on December 1, 2026
Dauch reported second-quarter 2026 sales of $2.96 billion, up from $1.54 billion a year earlier, mainly because of the Dowlais acquisition. Net income attributable to Dauch fell to $1.0 million, or $0.00 per diluted share, from $39.3 million, or $0.32 per share, while adjusted EPS slipped to $0.32 from $0.34. The company raised the low end of its full-year 2026 sales and adjusted EBITDA ranges.
Q2 2026 sales $2.96 billion vs. $1.54 billion in Q2 2025; Adjusted EBITDA $389.6 million vs. $202.1 million
Net income attributable to Dauch $1.0 million vs. $39.3 million; diluted EPS $0.00 vs. $0.32
Adjusted EPS $0.32 vs. $0.34 a year earlier; Adjusted free cash flow $148.4 million vs. $48.7 million
Dauch reported first quarter 2026 sales of $2.38 billion, up from $1.41 billion a year earlier, mainly because of the Dowlais acquisition. The company posted a net loss attributable to Dauch of $(100.3) million, or $(0.52) per share, compared with net income of $7.1 million a year earlier, while adjusted EBITDA rose to $308.5 million. It also raised its full-year 2026 sales range to $10.3 - $10.8 billion and its adjusted EBITDA range to $1.3 - $1.425 billion.
Q1 2026 sales were $2.38 billion versus $1.41 billion in Q1 2025.
Net loss attributable to Dauch was $(100.3) million, or $(0.52) per share, versus net income of $7.1 million, or $0.06 per share, a year earlier.
Adjusted EPS was $0.34 versus $0.22; adjusted EBITDA was $308.5 million versus $177.7 million.
At its April 30, 2026 annual meeting, Dauch stockholders approved the Amended and Restated 2018 Omnibus Incentive Plan and re-elected three directors to three-year terms ending in 2029. The filing also discloses a one-time restricted stock unit grant with a $1,000,000 grant date value to Senior Vice President and Chief of Staff, Human Resources & Sustainability Terri M. Kemp, which shows how the company is compensating its executives under the new plan.
Stockholders approved the amended 2018 Omnibus Incentive Plan at the April 30, 2026 meeting, with 150,375,444 votes for and 17,348,581 against.
Terri M. Kemp received a special RSU grant with a $1,000,000 grant date value, to be granted May 4, 2026, vesting 50% at each of the one- and two-year anniversaries.
Terry Grayson-Caprio, Sandra E. Pierce and James A. McCaslin were nominated for three-year terms expiring at the 2029 annual meeting.
In a non-binding advisory vote, stockholders approved named executive officer compensation, with 157,836,966 votes for and 9,946,156 against.
Dauch Corporation's board approved the termination of Tolga Oal, President of Axle Systems, on April 13, 2026, with his employment ending April 16, 2026. He will receive severance under the company's Amended and Restated Executive Officer Severance Plan. The filing does not state a reason for the departure or name a successor.
Tolga Oal, President – Axle Systems, employment terminated effective April 16, 2026
Board approved the termination on April 13, 2026
Severance benefits provided under the Executive Officer Severance Plan, filed as Exhibit 10.23 to the February 13, 2026 Form 10-K
Dauch reported fourth quarter 2025 sales flat at $1.38 billion, with a net loss of $75.3 million that widened from $13.7 million a year earlier. Full year 2025 sales fell to $5.84 billion from $6.12 billion, and the company swung to a net loss of $19.7 million from net income of $35.0 million. The company also issued its first 2026 outlook, including the partial-year contribution from the Dowlais acquisition, which closed February 3.
Q4 2025 adjusted EPS was $0.07, compared with an adjusted loss of $(0.06) in Q4 2024; GAAP loss per share was $(0.63)
Full year 2025 Adjusted EBITDA was $743.2 million, down from $749.2 million, with margin rising to 12.7% from 12.2%
2026 targets: sales of $10.3-$10.7 billion, Adjusted EBITDA of $1.3-$1.4 billion, and adjusted free cash flow of $235-$325 million
Q4 2025 restructuring and acquisition-related costs were $55.8 million, compared with $8.3 million a year earlier
On February 5, 2026, Dauch's board appointed Fiona MacAulay and Simon Mackenzie Smith as independent directors, with committee seats effective April 29, 2026. The same day, Dauch named Markus Bannert Vice President, Metal Forming, with a base salary of €800,000 and a performance equity award with a target of 90,909 shares. The filing describes these as board and executive appointments and contains no financial results.
MacAulay joins as a Class I director serving until the 2027 annual meeting and is appointed to the Compensation and Nominating/Corporate Governance committees, effective April 29, 2026.
Smith joins as a Class II director serving until the 2028 annual meeting and is appointed to the Audit and Technology committees, effective April 29, 2026.
Bannert's base salary is €800,000, with a target annual bonus of 75% and a target long-term incentive of 150% of base salary.
Bannert's inducement award has a target of 90,909 shares, with up to 272,727 shares earnable; 50% vests at the end of the performance period ending March 31, 2029, and the rest one year later.
Dauch Corporation completed its business combination with Dowlais Group plc on February 3, 2026, through a UK court-sanctioned scheme of arrangement. Dowlais shareholders receive 43 pence in cash and 0.0881 new Dauch shares for each Dowlais share, and Dauch will issue 116,971,634 shares as part of the consideration, which dilutes existing holders.
Business combination completed February 3, 2026; Dowlais shares suspended on the London Stock Exchange and cancellation effective 8:00 a.m. GMT on February 4, 2026
Consideration per Dowlais share: 43 pence in cash plus 0.0881 new Dauch shares; 116,971,634 Dauch shares to be issued
Filing states new shares will trade on the NYSE under AXL on February 4, 2026, and under DCH on the NYSE from February 5, 2026
Chairman and CEO David C. Dauch's target Breakout Award is 575,758 shares, with payouts tied to a 20-day average share price above $12.00
American Axle & Manufacturing (AAM, NYSE: AXL) reported third-quarter 2025 sales of $1.51 billion, up slightly from $1.50 billion a year earlier, while net income fell to $9.2 million from $10.0 million. Adjusted EBITDA rose to $194.7 million from $174.4 million, and the company narrowed its full-year 2025 sales, Adjusted EBITDA and Adjusted free cash flow targets. The filing names American Axle & Manufacturing Holdings, Inc. as the registrant, although the request identified the filer as Dauch Corp (DCH).
Q3 2025 net income was $9.2 million, or $0.07 per diluted share, versus $10.0 million, or $0.08, in Q3 2024.
Q3 2025 Adjusted EBITDA was $194.7 million, or 12.9% of sales, versus $174.4 million, or 11.6%, a year earlier.
Full-year 2025 Adjusted EBITDA target is $710 million to $745 million, versus $695 million to $745 million previously.
Full-year 2025 sales target is $5.8 billion to $5.9 billion, versus $5.75 billion to $5.95 billion previously.
American Axle & Manufacturing's subsidiary issued $850 million of 6.375% senior secured notes due 2032 and $1.25 billion of 7.750% senior unsecured notes due 2033 on October 3, 2025, to fund the cash consideration for its pending combination with Dowlais Group plc and related costs. The filing names American Axle & Manufacturing Holdings, Inc. (NYSE: AXL), not Dauch Corp (DCH) as listed in the request, and the notes add $2.1 billion of debt before the combination closes.
Notes issued October 3, 2025: $850 million 6.375% secured due October 15, 2032 and $1.25 billion 7.750% unsecured due October 15, 2033.
Proceeds, with credit facility borrowings and cash on hand, are earmarked for the Dowlais cash consideration, repaying Dowlais credit facilities, and redeeming $500 million of 6.50% notes due 2027 and $150 million of 6.875% notes due 2028.
$600 million of unsecured notes and the secured notes are held in escrow; if escrow release conditions are not met by June 29, 2026, they must be redeemed at par plus accrued interest.
Bridge loans of $843 million (first lien) and $500 million (second lien) were terminated effective October 3, 2025.
The compensation committee of American Axle & Manufacturing Holdings, Inc. (AAM), which the filing names as the registrant, approved pay adjustments on August 6, 2025, effective August 16, 2025, for several senior executives. The changes raise base salaries and, for three of the executives, annual long-term incentive targets, which the company says recognize their ongoing efforts and achievements. The filing does not state any financial effect on the company.
Chairman and CEO David C. Dauch: base salary raised to $1,300,000; annual target bonus 160% and target long-term incentive 700% of base salary.
President and COO Michael J. Lynch: base salary raised to $725,000; target long-term incentive raised to 300% of base salary; bonus target unchanged.
EVP and CFO Christopher J. May: base salary raised to $700,000; target long-term incentive raised to 275% of base salary; bonus target unchanged.
Terri Kemp, SVP and Chief of Staff: base salary raised to $600,000, effective August 16, 2025.
On August 6, 2025, the board of American Axle & Manufacturing Holdings elected David B. Walker, a retired J.P. Morgan Vice Chairman of Investment Banking, as an independent director. The filing discloses no financial terms beyond his eligibility for standard non-employee director compensation, so the appointment is a routine governance change. The filing names American Axle & Manufacturing Holdings, Inc. (NYSE: AXL), not Dauch Corp (DCH) as stated in the request.
Board elected David B. Walker as an independent director on August 6, 2025.
Walker is a Class II director serving until the 2028 annual meeting of shareholders.
Walker retired in June 2025 as Vice Chairman of Investment Banking at J.P. Morgan, where he headed its Automotive Group.
Press release dated August 8, 2025 is furnished as Exhibit 99.1; the 8-K is dated August 11, 2025.
AAM (NYSE: AXL) reported second-quarter 2025 sales of $1.54 billion, down from $1.63 billion a year earlier, while net income rose to $39.3 million from $18.2 million. The filing says the net income increase reflects a $46.3 million gain on its Business Combination Derivative, while Adjusted EBITDA fell to $202.2 million from $208.4 million, and the company raised the low end of several full-year 2025 targets.
Sales were $1.54 billion versus $1.63 billion a year earlier, which the company attributed to lower volume and mix.
Diluted EPS was $0.32 versus $0.15; Adjusted EPS was $0.21 versus $0.19. Adjusted EBITDA margin was 13.2% versus 12.8%.
Full-year 2025 targets: Adjusted EBITDA $695 million to $745 million (previously $665 million to $745 million); sales $5.75 billion to $5.95 billion (previously $5.65 billion to $5.95 billion).
CEO David C. Dauch said shareholders of both companies approved the combination with Dowlais.
At its May 1, 2025 annual meeting, American Axle & Manufacturing Holdings (AAM) stockholders approved the amended and restated 2018 Omnibus Incentive Plan and elected Herbert K. Parker and Aleksandra A. Miziolek to three-year terms expiring in 2028. Stockholders also approved, on an advisory basis, the compensation of the company's officers and ratified Deloitte & Touche LLP as the independent auditor for 2025. The filing describes routine annual meeting matters and does not report financial results.
Plan approved: 92,099,327 for, 6,201,017 against, 164,966 abstain
Parker elected: 89,145,337 for, 9,074,648 against; Miziolek elected: 96,264,048 for, 1,966,070 against
Advisory say-on-pay: 70,539,124 for, 27,572,571 against, 353,615 abstain
Deloitte & Touche LLP ratified for year ending December 31, 2025: 103,713,312 for, 2,203,187 against
American Axle & Manufacturing Holdings (AAM, NYSE: AXL) reported first-quarter 2025 sales of $1.41 billion, down from $1.61 billion a year earlier, with net income of $7.1 million, or $0.06 per diluted share, versus $20.5 million, or $0.17, in the prior-year quarter. The company also lowered its full-year 2025 sales, Adjusted EBITDA and Adjusted free cash flow targets, while operating cash flow improved. The filing names American Axle & Manufacturing, not Dauch Corp (DCH), so this summary follows the filing's company name and ticker.
Q1 2025 sales of $1.41 billion vs. $1.61 billion in Q1 2024; Adjusted EBITDA of $177.3 million vs. $205.6 million
Diluted EPS of $0.06 vs. $0.17; Adjusted EPS of $0.09 vs. $0.18
Full-year 2025 sales target cut to $5.65-$5.95 billion from $5.8-$6.05 billion; Adjusted EBITDA target cut to $665-$745 million from $700-$760 million
Operating cash flow of $55.9 million vs. $17.8 million in Q1 2024; Adjusted free cash flow of $(3.9) million vs. $(21.4) million
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