UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 513, 2025

ARCADIUM LITHIUM PLC

(Exact name of registrant as specified in its charter)

Bailiwick of Jersey

001-38694

98-1737136

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1818 Market Street,

Suite 2550

Philadelphia, PA

United States

19103

Suite 12, Gateway Hub

Shannon Airport House

Shannon, Co. Clare

Ireland

V14 E370

(Address of principal executive offices, including zip code)

215-299-5900

353-1-6875238

Registrant’s telephone number, including area code

N/A

(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:

☐	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
Ordinary Shares, par value $1.00 per share	ALTM	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 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Term~~As ~~Loan~~previously ~~Credit~~disclosed on a Form 8-K filed with the Securities and Exchange Commission on October 9, 2024, Arcadium Lithium plc, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the “Company” or “Arcadium”), entered into a Transaction Agreement (the “Transaction Agreement”) with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited (“Buyer”), pursuant to which, in accordance with a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991, at the effective time, all of the ordinary shares, par value $1.00 per share, of the Company (the “Company Shares”), including the Company Shares represented by CHESS depositary interests issued by the Company and listed on the securities exchange operated by ASX Limited, then outstanding will be transferred from the shareholders of the Company to Buyer (or an affiliate of Buyer designated by Buyer in accordance with the terms of the Scheme) in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share (the “Transaction”).

OnRegulatory January 30, 2025, the Company entered into a Credit Agreement (the “Term Loan Credit Agreement”), by and among Arcadium Lithium Financing IRL Designated Activity Company, as borrower, and Rio Tinto Finance plc, as lender and administrative agent, pursuant to which Rio Tinto Finance plc provided a first lien secured term loan facility in an aggregate principal amount of $200.0 million (the “Term Loan Facility”, and the loans thereunder, the “Term Loans”) to Arcadium Lithium Financing IRL Designated Activity Company. The proceeds of the Term Loans may be used for certain capital expenditures payments of the Company and its subsidiaries. The principal amount of the Term Loans, together with accrued and unpaid interest thereon, will be due and payable on September 1, 2027. The Term Loans may be prepaid by the Company at any time in whole or in part, subject to certain minimum thresholds, without penalty or premium, subject to customary breakage costs for certain types of loans.Approvals

~~The~~As ~~obligations~~of ~~under~~February ~~the Term~~13, ~~Loan~~2025, ~~Facilities~~Arcadium ~~are~~has ~~guaranteed~~received byall ~~the~~pre-closing ~~same~~regulatory approvals ~~entities that guarantee the obligations under the amended~~ and ~~restated~~clearances ~~credit~~required ~~agreement, dated~~to asbe ofobtained ~~September~~in 1,connection ~~2022~~with ~~(as~~the ~~amended~~Transaction, ~~restated,~~which ~~amended~~satisfies ~~and~~a ~~restated,~~certain ~~supplemented~~condition ~~and/or~~precedent ~~otherwise modified from time~~ to ~~time prior~~ to the ~~date~~closing ~~hereof,~~of the ~~“Existing~~Transaction. ~~Revolving~~The ~~Credit~~closing ~~Facility”),~~of bythe ~~and~~Transaction ~~among~~remains subject to the ~~Company,~~satisfaction ~~certain~~or ~~subsidiaries~~waiver of the ~~Company~~remaining conditions asprecedent ~~guarantors,~~to the ~~lenders~~Transaction ~~and~~set ~~issuing~~forth ~~banks~~in ~~from~~the ~~time~~Transaction ~~to time party thereto and Citibank~~Agreement, ~~N.A.~~including asthe ~~administrative~~sanctioning ~~agent.~~of ~~In addition,~~ the ~~Term~~Scheme ~~Loan Facility is secured~~ by ~~first-priority liens on~~ the ~~same~~Royal ~~assets~~Court ~~that~~of ~~secure~~ Jersey (the ~~Existing Revolving Credit Facility~~“Court”).

~~The~~Court Term Loans bear interest at adjusted term SOFR (defined as the forward-looking SOFR term rate published by CME Group Benchmark Administration Limited plus 0.10% per annum subject to a floor of zero) plus an applicable margin, as determined in accordance with the provisions of the Term Loan Credit Agreement. Interest is payable on the last day of an interest period.Hearing

~~The~~Arcadium ~~Term~~has ~~Loan~~secured ~~Credit~~a ~~Agreement contains~~hearing ~~customary~~with ~~representations~~the ~~and~~Court ~~warranties and customary affirmative and negative covenants including, among other requirements, limitations~~ on ~~indebtedness,~~March ~~liens~~5, ~~fundamental~~2025 ~~changes, advances, investments and loans, sale of assets, sale and leaseback transactions,~~at ~~restricted~~10:00 ~~payments, nature of business, modification of constituent documents, transactions with affiliates, and negative pledges~~a.m. ~~Further, the~~(Jersey ~~Term~~time) ~~Loan~~to ~~Credit~~hear ~~Agreement contains~~ the ~~same~~Company’s ~~financial~~application ~~covenants~~to assanction the ~~Existing~~Scheme ~~Revolving~~under ~~Credit~~Part ~~Facility,~~18A ~~which~~of ~~requires~~ the ~~maintenance of~~Companies a(Jersey) ~~maximum leverage ratio and a minimum interest coverage ratio~~Law 1991.

~~The~~Shareholders ~~Term~~of ~~Loan~~Arcadium ~~Credit~~are ~~Agreement contains~~entitled ~~events~~to ofattend ~~default~~and ~~that~~be ~~include,~~heard ~~among~~at ~~others,~~the Court ~~non-payment~~hearing to sanction the Scheme of ~~principal~~Arrangement, ~~interest~~either in person or ~~fees,~~through ~~breach~~a ofJersey ~~covenants~~advocate, ~~inaccuracy~~to ~~of representations~~support ~~and~~or ~~warranties,~~oppose ~~cross~~the ~~defaults~~Scheme. toThe Court’s ~~certain~~address ~~other~~is ~~indebtedness,~~Royal ~~bankruptcy~~Court ~~and~~House, ~~insolvency~~Royal ~~events~~Square, ~~material~~St. ~~judgments~~Helier, Jersey JE1 1JG and ~~events~~ ~~constituting~~its atelephone ~~change~~number ofis ~~control~~+44 1534 441 300. ~~Upon~~Shareholders of ~~the~~Arcadium ~~occurrence~~may ~~and~~also ~~during~~submit written statements regarding the ~~continuance~~Scheme offor anthe ~~event~~Court’s ofconsideration. ~~default~~Such statements can be made either: (i) by email sent to ArcadiumScheme@ogier.com; or (ii) in writing, ~~the~~addressed ~~lender~~to ~~may~~Arcadium ~~accelerate~~Scheme Correspondence, c/o Ogier (Jersey) LLP, ~~the~~3rd ~~obligations~~Floor, ~~under~~44 ~~the~~Esplanade, ~~Term~~St ~~Loan~~Helier, ~~Credit~~Jersey, ~~Agreement~~JE4 9WG.

AOn ~~copy~~February of13, ~~the~~2025, ~~Term~~Arcadium ~~Loan~~issued ~~Credit Agreement~~a ~~will~~press berelease ~~filed with~~ announcing the ~~Company’s~~receipt ~~Quarterly~~of ~~Report~~all ~~on Form 10~~pre-Qclosing ~~for~~regulatory ~~the~~approvals ~~fiscal~~and ~~quarter~~clearances ~~ended~~required ~~March~~to ~~31,~~be ~~2025.~~obtained ~~The~~in ~~foregoing description~~connection ofwith the ~~Term~~Transaction ~~Loan~~and ~~Credit~~the date ~~Agreement~~of ~~does~~the ~~not~~Court ~~purport~~hearing to besanction ~~complete~~the ~~and~~Scheme. isA ~~qualified~~copy inof ~~its~~the ~~entirety~~press byrelease ~~reference~~is toattached ~~the~~hereto ~~complete text~~as ofExhibit ~~the~~99.1 ~~Term~~and ~~Loan~~incorporated ~~Credit~~herein by ~~Agreement~~reference.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit		Description
99.1		Press Release, dated February 13, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

~~ARCADIUM~~SIGNATURE ~~LITHIUM PLC By: /s/ Gilberto Antoniazzi Name: Title: Gilberto Antoniazzi Vice President and Chief Financial Officer~~

~~Dated:~~Pursuant ~~February~~to 5the requirements of the Securities Exchange Act of 1934, as ~~2025~~amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2025	ARCADIUM LITHIUM PLC


	By:	/s/ Gilberto Antoniazzi
		Gilberto Antoniazzi
		Vice President and Chief Financial Officer

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