AMERICAN AXLE & MANUFACTURING HOLDINGS INC

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, except the following risk factors included therein that have been modified on this Form 10-Q for the nine months ended September 30, 2025:

Risks Related to the Pending Business Combination with Dowlais (Business Combination)

We have incurred a substantial amount of debt to complete the acquisition of Dowlais.

We have incurred significant debt to complete the Business Combination, including incurring approximately $2,285 million in net additional indebtedness under the Second Amendment and the issuance of the 6.375% Notes and 7.75% Notes (as described in Note 5 - Long-Term Debt). On a combined company basis, we expect that, together with Dowlais, we would have approximately $5,440 million of indebtedness at closing, excluding $1,495 million of undrawn commitments under our revolving credit facility. This substantial additional level of indebtedness incurred in connection with the Business Combination could have important consequences to our business, including making it more difficult to satisfy our debt obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and restricting us from pursuing certain business opportunities. Additionally, agreements that we have entered in connection with the pending Business Combination with Dowlais contain a number of covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. Any failure to comply with covenants in the instruments governing our indebtedness could result in a default under our debt agreements and may adversely affect our ability to operate our business, our subsidiaries' and guarantors' ability to operate their respective businesses and our results of operations and financial condition.

The Business Combination with Dowlais may be delayed or not occur at all for a variety of reasons, including that the Business Combination is subject to various closing conditions, including governmental and regulatory approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed.

It is currently anticipated that the Business Combination will be completed in the first calendar quarter of 2026. The consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions. A number of the conditions are not within our control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Business Combination. These conditions include, among others: (i) the scheme of arrangement sanctioned by the High Court of Justice in England and Wales (the Court) becoming unconditional and becoming effective, subject to Rule 2.7 of the Takeover Code, by no later than 11:59 p.m. on June 29, 2026 (the Long Stop Date) (or such later date (if any) as AAM and Dowlais may agree, with the consent of the UK Panel on Takeovers and Mergers, and the Court may allow); (ii) confirmation having been received by AAM that the AAM common stock to be issued in connection with the Business Combination has been approved for listing, subject to official notice of issuance, on the New York Stock Exchange and (iii) the receipt of certain required antitrust and other regulatory approvals.

Many of the conditions to complete the Business Combination are not within our control, and we cannot predict with certainty whether and when any of the remaining required conditions will be satisfied or if another uncertainty may arise. Failure to complete the Business Combination within the expected timeframe or at all could adversely affect our business, results of operations, financial condition, and the market price of our common stock in a number of ways, including that:

•the market price of our shares may decline to the extent that the current market price reflects an assumption that the Business Combination will be consummated;

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Business Combination for which we will have received little or no benefit if the Business Combination is not consummated;

•we may experience negative publicity and/or reactions from our investors, associates, customers, and other business partners; and

•we may be subject to litigation related to any failure by us to complete the Business Combination or related to any enforcement proceeding commenced against us to perform our obligations under the Co-operation Agreement.