Howmet Aerospace Inc美股招股说明书(2026-02-19版)

We are offering $400,000,000 aggregate principal amount of 3.750% notes due 2028 (the “2028 Notes”), $300,000,000 aggregate principal amount of3.900% notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 4.750% notes due 2036 (the “2036 Notes” and, together with the2028 Notes and the 2029 Notes, the “Notes”). The 2028 Notes will bear interest at the rate of 3.750% per year, the 2029 Notes will bear interest at the rate of3.900% per year and the 2036 Notes will bear interest at a rate of 4.750% per year. We will pay interest on the 2028 Notes semi-annually in arrears on March3and September3 of each year, beginning September3, 2026, on the 2029 Notes semi-annually in arrears on April15 and October 15 of each year, beginningOctober15, 2026 and on the 2036 Notes semi-annually in arrears onApril15 and October15 of each year, beginning October15, 2026. The 2028 Notes willmature on March3, 2028, the 2029 Notes will mature on April15, 2029 and the 2036 Notes will mature on April15, 2036, in each case unless earlierrepurchased or redeemed. We may redeem the Notes of each series at our option prior to maturity, in whole or in part, at any time and from time to time at the redemption pricesdescribed in this prospectus supplement under “Description of the Notes — Optional Redemption.” If we experience a change of control repurchase event withrespect to a series of Notes, we may be required to offer to purchase such series of Notes from holders. The Notes are being issued in connection with the proposed acquisition of Consolidated Aerospace Manufacturing, LLC (“CAM” and such proposedacquisition, the “Proposed CAM Acquisition”) and we intend to use the net proceeds of this offering, together with $600million of borrowings under ourcommercial paper program or debt facilities and cash on hand, to finance the purchase price for the Proposed CAM Acquisition. See “Use of Proceeds.” Thisoffering is not contingent on the consummation of the Proposed CAM Acquisition, which, if completed, will occur subsequent to the closing of this offering.There can be no assurance that we will complete the Proposed CAM Acquisition on the expected terms and within the anticipated closing time period or at all. If (i)the Proposed CAM Acquisition is not consummated on or before the date which constitutes the “Outside Date” under the Purchase Agreement (asdefined herein), as such date may be extended, amended, waived or otherwise modified in accordance with the terms thereof and by the parties thereto (suchdate, the “Special Mandatory Redemption End Date”), (ii)prior to the Special Mandatory Redemption End Date, the Purchase Agreement is terminated or(iii)we otherwise notify the trustee (as defined herein) that we will not pursue the consummation of the Proposed CAM Acquisition, we will be required toredeem the 2036 Notes at a special mandatory redemption price equal to 101% of the principal amount of the 2036 Notes plus accrued and unpaid interestthereon to, but excluding, the Special Mandatory Redemption Date (as defined herein). Neither the 2028 Notes nor the 2029 Notes will be subject to the SpecialMandatory Redemption (as defined herein). The net proceeds from this offering will not be deposited into an escrow account pending completion of theProposed CAM Acquisition or any Special Mandatory Redemption, nor will we be required to grant any security interest or other lien on those proceeds tosecure any redemption of the 2036 Notes. See “Description of the Notes— Special Mandatory Redemption.” The Notes of each series will be our senior unsecured obligations and will rank equally with all of our other existing and future unsecured andunsubordinated indebtedness. The Notes of each series will effectively rank junior to any of our secured indebtedness to the extent of the value of the assetssecuring such indebtedness, and will be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement and beginning on page9 of our Annual Report onForm 10-K for the year ended December31, 2025 (our “Annual Report on Form 10-K”). Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.Proceeds to Citigroup SMBC Nikko BMO Capital MarketsMorgan Stanley Fifth Third SecuritiesTruist Securities MUFG IMI — Intesa Sanpaolo We are responsible for the information contained and incorporated by reference into this prospectussupplement and the accompanying prospectus. We have not, and the underwriters have not, authorizedanyone to give you any other information, and any such other information must not be relied upon as havingbeen authorized. We and the un