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): February 4, 2026
DAUCH CORPORATION
(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 (see General Instruction A.2. below):
¨ 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. ¨
| Item 8.01. | Other Events |
On February 4, 2026, Dauch Corporation, a Delaware corporation (the “Company”), released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding the admission of shares of the Company’s common stock, par value $0.01 per share, to the equity shares (international commercial companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority (the “FCA”) and to trading on the main market for listed securities of London Stock Exchange plc in connection with the previously disclosed terms of the Company’s acquisition (the “Business Combination”) of the entire issued and to be issued share capital of Dowlais Group plc, a public limited company incorporated in England and Wales (“Dowlais”).
A copy of the RNS Announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | RNS Announcement, dated February 4, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K, and the documents incorporated by reference into this Current Report on Form 8-K, contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) adverse effects on the market price of the Company’s or Dowlais’s operating results; (ii) the effect of the announcement or completion of the Business Combination on the Company’s or Dowlais’s business relationships, operating results and business generally; (iii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (iv) business and management strategies and the expansion and growth of the operations of the Company or the Dowlais; and (v) the effects of government regulation on the business of the Company or Dowlais. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect the Company’s future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or the Company’s management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and the Company makes no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| DAUCH CORPORATION | ||
| Date: February 4, 2026 | By: | /s/ Christopher J. May |
| Christopher J. May | ||
| Executive Vice President & Chief Financial Officer | ||