REG - BkofA Merrill Lynch American Axle & Mfg. - Form 8.3-American Axle & Manufacturing Holdings

American Axle & Manufacturing HoldingsAnnouncement

09/12/2025 11:15

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RNS Number : 8551K  Bank of America Merrill Lynch  09 December 2025

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE
Rule 8.3 of the Takeover Code (the "Code")

 

 1.  KEY INFORMATION

 (a)  Full name of discloser:                                                         Bank of America Corporation
 (b)  Owner or controller of interests and short positions disclosed, if different
    from 1(a):
    The naming of nominee or vehicle companies is

 insufficient. For a trust, the trustee(s), settlor and

 beneficiaries must be named.
 (c)  Name of offeror/offeree in relation to whose relevant securities this form      AMERICAN AXLE & MANUFACTURING HOLDINGS INC
    relates:
    Use a separate form for each offeror/offeree
 (d)  If an exempt fund manager connected with an offeror/offeree, state this and
    specify identity of offeror/offeree:
 (e)  Date position held/dealing undertaken:                                          08/12/2025
    For an opening position disclosure, state the latest

 practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the                                No

 discloser making disclosures in respect of any

 other party to the offer?
    If it is a cash offer or possible cash offer, state "N/A"

Bank of America Corporation

 (b)  Owner or controller of interests and short positions disclosed, if different
      from 1(a):
      The naming of nominee or vehicle companies is

insufficient. For a trust, the trustee(s), settlor and

beneficiaries must be named.

 (c)  Name of offeror/offeree in relation to whose relevant securities this form
      relates:
      Use a separate form for each offeror/offeree

AMERICAN AXLE & MANUFACTURING HOLDINGS INC

 (d)  If an exempt fund manager connected with an offeror/offeree, state this and
      specify identity of offeror/offeree:

 (e)  Date position held/dealing undertaken:
      For an opening position disclosure, state the latest

practicable date prior to the disclosure

08/12/2025

 (f)  In addition to the company in 1(c) above, is the

discloser making disclosures in respect of any

other party to the offer?
      If it is a cash offer or possible cash offer, state "N/A"

No

 

 2.  POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities

of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as
appropriate) for

each additional class of relevant security.

 

 (a)  Interests and short positions in the relevant securities of the offeror or
      offeree to which the disclosure relates following the dealing (if any)

 Class of relevant security:           USD 0.01 common
                                       Interests          Short Positions
                                       Number     %       Number     %
 (1)  Relevant securities owned        1,769,885  1.491%  3,073,746  2.590%

 and/or controlled:
 (2)  Cash-settled derivatives:        2,993,095  2.522%  1,062,536  0.895%
 (3)  Stock-settled derivatives        0          0.000%  0          0.000%

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                4,762,980  4.013%  4,136,282  3.485%

1,769,885

1.491%

3,073,746

2.590%

 (2)  Cash-settled derivatives:

2,993,095

2.522%

1,062,536

0.895%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0.000%

0

0.000%

TOTAL:

4,762,980

4.013%

4,136,282

3.485%

 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

 (b)  Rights to subscribe for new securities (including directors' and other
      employee options)

 Class of relevant security in relation to   N/A

which subscription right exists:
 Details, including nature of the rights     N/A

concerned and relevant percentages:

 

 3.  DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

 

 (a)  Purchases and sales

 Class of relevant security  Purchase/sale  Number of    Price per unit

securities
 USD 0.01 common             Purchase       5            6.08 USD
 USD 0.01 common             Purchase       5            6.1 USD
 USD 0.01 common             Purchase       14           6.11 USD
 USD 0.01 common             Purchase       4            6.12 USD
 USD 0.01 common             Purchase       17           6.13 USD
 USD 0.01 common             Purchase       92           6.21 USD
 USD 0.01 common             Purchase       192          6.24 USD
 USD 0.01 common             Purchase       9            6.25 USD
 USD 0.01 common             Purchase       21           6.25 USD
 USD 0.01 common             Purchase       34           6.175 USD

 

 Class of relevant security  Purchase/sale  Number of    Price per unit

securities
 USD 0.01 common             Sale           45           6.07 USD
 USD 0.01 common             Sale           44           6.075 USD
 USD 0.01 common             Sale           91           6.075055 USD
 USD 0.01 common             Sale           6            6.08 USD
 USD 0.01 common             Sale           186          6.085 USD
 USD 0.01 common             Sale           124          6.1 USD
 USD 0.01 common             Sale           18           6.104445 USD
 USD 0.01 common             Sale           74           6.105 USD
 USD 0.01 common             Sale           10           6.106 USD
 USD 0.01 common             Sale           1,174        6.11 USD
 USD 0.01 common             Sale           15           6.110667 USD
 USD 0.01 common             Sale           18           6.112778 USD
 USD 0.01 common             Sale           30           6.115 USD
 USD 0.01 common             Sale           18           6.118334 USD
 USD 0.01 common             Sale           27           6.12 USD
 USD 0.01 common             Sale           20           6.1245 USD
 USD 0.01 common             Sale           83           6.125061 USD
 USD 0.01 common             Sale           3            6.126667 USD
 USD 0.01 common             Sale           314          6.13 USD
 USD 0.01 common             Sale           16           6.1325 USD
 USD 0.01 common             Sale           12           6.133334 USD
 USD 0.01 common             Sale           14           6.135 USD
 USD 0.01 common             Sale           9            6.135556 USD
 USD 0.01 common             Sale           18           6.136112 USD
 USD 0.01 common             Sale           14           6.139286 USD
 USD 0.01 common             Sale           156          6.14 USD
 USD 0.01 common             Sale           12           6.145 USD
 USD 0.01 common             Sale           421          6.15 USD
 USD 0.01 common             Sale           2            6.155 USD
 USD 0.01 common             Sale           9            6.157778 USD
 USD 0.01 common             Sale           292          6.16 USD
 USD 0.01 common             Sale           226          6.17 USD
 USD 0.01 common             Sale           26           6.18 USD
 USD 0.01 common             Sale           3            6.186667 USD
 USD 0.01 common             Sale           35           6.188572 USD
 USD 0.01 common             Sale           241          6.19 USD
 USD 0.01 common             Sale           33           6.192122 USD
 USD 0.01 common             Sale           9            6.197778 USD
 USD 0.01 common             Sale           137          6.2 USD
 USD 0.01 common             Sale           16           6.200625 USD
 USD 0.01 common             Sale           42           6.200715 USD
 USD 0.01 common             Sale           44           6.201364 USD
 USD 0.01 common             Sale           31           6.201936 USD
 USD 0.01 common             Sale           28           6.202858 USD
 USD 0.01 common             Sale           19           6.203158 USD
 USD 0.01 common             Sale           12           6.203334 USD
 USD 0.01 common             Sale           64           6.203438 USD
 USD 0.01 common             Sale           30           6.205334 USD
 USD 0.01 common             Sale           35           6.205429 USD
 USD 0.01 common             Sale           18           6.206112 USD
 USD 0.01 common             Sale           41           6.206586 USD
 USD 0.01 common             Sale           21           6.206667 USD
 USD 0.01 common             Sale           46           6.20674 USD
 USD 0.01 common             Sale           43           6.207442 USD
 USD 0.01 common             Sale           19           6.209474 USD
 USD 0.01 common             Sale           114          6.21 USD
 USD 0.01 common             Sale           34           6.210589 USD
 USD 0.01 common             Sale           31           6.212581 USD
 USD 0.01 common             Sale           24           6.22 USD
 USD 0.01 common             Sale           38           6.222106 USD
 USD 0.01 common             Sale           14           6.222858 USD
 USD 0.01 common             Sale           14           6.225715 USD
 USD 0.01 common             Sale           34           6.225883 USD
 USD 0.01 common             Sale           56           6.23 USD
 USD 0.01 common             Sale           33           6.231819 USD
 USD 0.01 common             Sale           19           6.232106 USD
 USD 0.01 common             Sale           37           6.232433 USD
 USD 0.01 common             Sale           15           6.236667 USD
 USD 0.01 common             Sale           17           6.237059 USD
 USD 0.01 common             Sale           38           6.237632 USD
 USD 0.01 common             Sale           20           6.2385 USD
 USD 0.01 common             Sale           131          6.24 USD
 USD 0.01 common             Sale           45           6.240223 USD
 USD 0.01 common             Sale           40           6.24175 USD
 USD 0.01 common             Sale           18           6.243334 USD
 USD 0.01 common             Sale           35           6.245143 USD
 USD 0.01 common             Sale           17           6.248824 USD
 USD 0.01 common             Sale           29           6.25 USD
 USD 0.01 common             Sale           3            6.256667 USD
 USD 0.01 common             Sale           140          6.26 USD
 USD 0.01 common             Sale           41           6.266098 USD
 USD 0.01 common             Sale           126          6.27 USD
 USD 0.01 common             Sale           46           6.28 USD
 USD 0.01 common             Sale           45           6.29 USD
 USD 0.01 common             Sale           56           6.3 USD
 USD 0.01 common             Sale           421          6.164632 USD
 USD 0.01 common             Sale           19           6.13 USD
 USD 0.01 common             Sale           9            6.25 USD
 USD 0.01 common             Sale           5            6.12 USD
 USD 0.01 common             Sale           2            6.08 USD
 USD 0.01 common             Sale           1            6.11 USD
 USD 0.01 common             Sale           21           6.175 USD

 

 (b)  Cash-settled derivative transactions

 Class of            Product description   Nature of dealing                            Number of reference securities  Price per unit

relevant security
e.g. CFD
e.g. opening/closing a

long/short position, increasing/reducing a

long/short position
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Long Position                     1                               6.250000 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    40                              6.164332 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    381                             6.164332 USD

 

 (c)  Stock-settled derivative transactions (including options)

 (i)  Writing, selling, purchasing or varying

 Class               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit

of
of
price
e.g. American, European etc.

relevant security
securities to which option relates
per unit
 N/A                 N/A                                   N/A                                         N/A                                  N/A        N/A                            N/A          N/A

 (ii)  Exercise

 Class of relevant security  Product description  Exercising/  Number of    Exercise Price per

e.g. call option
exercised
securities
unit

against
 N/A                         N/A                  N/A          N/A          N/A

 

 (d)  Other dealings (including subscribing for new securities)

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

e.g. subscription, conversion
 N/A                         N/A                             N/A      N/A

 

 4.  OTHER INFORMATION

 

 (a)  Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal

or refrain from dealing entered into by the person making the disclosure and
 any party

to the offer or any person acting in concert with a party to the offer:
 Irrevocable commitments and letters of intent should not be included. If there
 are no such

agreements, arrangements or understandings, state "none"
 None

 

 (b)  Agreements, arrangements or understandings relating to options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant
 securities to which

any derivative is referenced:
 If there are no such agreements, arrangements or understandings, state "none"
 None

 

 (c)  Attachments

 

 Is a Supplemental Form 8 (Open Positions) attached?  No

 

 Date of disclosure:  09/12/2025
 Contact name:        Kamil Dziedzic
 Telephone number:    +353 86 168 4821

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information

Service.

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's

disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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