Dauch Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantý Filed by a Party other than the Registranto

Check the appropriate box:

Notice of Annual Meeting

of Stockholders and

Proxy Statement

Thursday, May 1, 2025

8:00 a.m. Eastern Time

Forward-Looking Statements

In this proxy statement, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. 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 our 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 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. Important factors that could cause such differences include, but are not limited to, the factors detailed in our filings with the Securities and Exchange Commission (SEC), including the sections titled “Risk Factors” and “Forward-Looking Statements” in our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. It is not possible to foresee or identify all such factors and we make 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.

David C. DauchChairman of the Board andChief Executive Officer

Dear Fellow Shareholders:

2024 was a year of steady progress and performance in the face of dynamic market conditions highlighted by shifts in propulsion trends and volatile production levels. We achieved solid operational results and met customer requirements by managing factors under our control and maintaining our standards of quality, operational excellence and technology leadership.

For 2024, we reported $6.1 billion in sales, $749 million of adjusted earnings before interest, taxes and depreciation and amortization (EBITDA)* and operating cash flow of $455 million. This solid cash flow generation allowed us to reduce our outstanding senior debt by nearly $130 million, further strengthening our financial position.

AAM experienced continued demand for our traditional internal combustion engine (ICE) business exemplified by key program launches in 2024, including:

–Power-Transfer Units and Rear Drive Modules for General Motors’ next-generation Chevrolet Equinox and GMC Terrain.

–Axles for the next-generation RAM Heavy Duty pickup truck.

–Multiple Metal Forming products supporting global OEM ICE platforms.

We also secured new business, including electric vehicle program awards which included:

–Component business to support a global OEM’s new multi-propulsion vehicle platform.

–Electric Beam Axle award in Asia.

–3-in-1 Electric Drive Unit for XPENG.

–Numerous electric vehicle component awards.

During 2024, AAM made positive progress across our many sustainability initiatives. We achieved our 2025 goal of 100% carbon free and renewable energy in the U.S. a year ahead of schedule and increased our global renewable energy sourcing by over 25% in 2024 to 70%. For more information about AAM’s ongoing sustainability efforts and achievements, please read our 2024 Sustainability Report when it is published in the Spring of 2025.

In early 2025, we were pleased to reach another key milestone in our continued long-term strategic growth plan by announcing an agreement with the board of the Dowlais Group plc (Dowlais) on the terms of a recommended cash and share offer to be made by AAM. Full details of the offer and related documents can be found at www.aam.com/investors/offer-for-dowlais-group-plc. Upon closing, this transformational strategic combination will create a leading global Driveline and Metal Forming supplier that will generate immediate shareholder value while helping to power a more sustainable future.

Building on our solid 2024 performance, AAM remains committed to creating long-term shareholder value by developing new mobility technologies while continuing to manufacture quality products with class-leading efficiency. We are excited about AAM’s future and remain focused on succeeding in a dynamic global market environment.

David C. Dauch,

Chairman and Chief Executive Officer

*Adjusted EBITDA is a non-GAAP measure. Refer to Appendix A to this proxy statement for the definition and reconciliation.

James A. McCaslinLead Independent Director

Dear Fellow Shareholders:

In 2024, AAM remained committed to engaging in constructive and valuable communications with our shareholders. Through this engagement and the Board’s responsiveness to shareholder feedback, we achieved a meaningful increase in shareholder support for our executive compensation proposal compared to the prior year.

The Board and AAM management continued our shareholder engagement program to solicit and consider the valuable opinions and feedback of our shareholders. I participated in select meetings with shareholders representing over 25% of our outstanding shares. In these discussions, we provided updates on business strategy, financial performance, Board composition and refreshment, executive compensation, and sustainability topics. The feedback we received from these important conversations was shared with, and considered by, the Board.

We also continued to bring additional expertise and new perspectives to our Board through our deliberate and ongoing succession planning. On March 12, 2025, we welcomed Terry Grayson-Caprio to our Board. Ms. Grayson-Caprio is a trusted business leader with financial expertise who brings extensive and valuable experience leading global companies through transformational change to our Board. Elizabeth Chappell and John Smith will be leaving the Board when their terms expire this year. We express our deepest gratitude to Elizabeth and John for their years of service and many valuable contributions to the Board.

Over the next few years, we expect our Board refreshment initiatives to continue to strategically enhance our Board as we actively and regularly seek to identify future candidates who reflect the right mix of experience, skills, and qualifications to provide independent oversight for the long term.

As we look to the future, the Board is optimistic and confident in AAM’s ability to continue to deliver value to our shareholders. On behalf of the Board, thank you for your ongoing support and investment in AAM.

James A. McCaslin

Lead Independent Director

Notice of Annual Meeting

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

American Axle & Manufacturing Holdings, Inc.

Annual Meeting Agenda / Items of Business

1. Election of 2 members of the Board of Directors to serve until the annual meeting of stockholders in 2028

2. Advisory vote on named executive officer compensation

3. Approval of Amended and Restated 2018 Omnibus Incentive Plan

4. Ratification of the appointment of Deloitte & Touche LLP as independent public accounting firm for 2025

5. Other business properly presented at the meeting

Important Notice Regarding the Availability of Proxy Materials for the May 1, 2025 Stockholder Meeting: Our 2025 proxy statement and 2024 annual report and Form 10-K are available free of charge at www.envisionreports.com/axl.

Our Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about March 20, 2025. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at AAM's 2025 annual meeting. In this proxy statement, references to "our Company," "we," "our," "us" or "AAM" mean American Axle & Manufacturing Holdings, Inc. and its subsidiaries.

For the Board of Directors,

Matthew K. Paroly

Vice President, General Counsel & Secretary

Detroit, Michigan

March 20, 2025