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|8-KFeb 3, 7:18 AM ET

Dauch Corp 8-K

Research Summary

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Dauch Corp Completes Business Combination with Dowlais

What Happened

  • Dauch Corp (DCH) announced on Feb. 3, 2026 that it completed its business combination with UK-listed Dowlais by a court‑sanctioned scheme of arrangement. As consideration, Dowlais shareholders received 43 pence in cash plus 0.0881 new Dauch shares per Dowlais share. The company will issue 116,971,634 new Dauch shares in the transaction. A press release announcing completion was issued on Feb. 3, 2026.

Key Details

  • Consideration to Dowlais shareholders: 43 pence cash + 0.0881 new Dauch share per Dowlais share.
  • New Dauch Shares to be issued: 116,971,634. Dowlais trading was suspended before Feb. 3; cancellation expected effective 8:00 a.m. GMT on Feb. 4, 2026.
  • Trading/Listing changes expected: New Dauch Shares expected to begin trading on the NYSE under "AXL" on Feb. 4, 2026; Dauch Shares (including New Dauch Shares) expected to commence trading on the LSE under "DCH" on Feb. 4 and on the NYSE under "DCH" on Feb. 5, 2026.
  • Executive incentive awards: The Board approved and granted performance "Breakout Awards" (Feb. 2, 2026) to executives including CEO David C. Dauch (target 575,758 shares), President/COO Michael J. Lynch (287,879), and CFO Christopher J. May (287,879). Payouts depend on a 20-day average share-price metric during the performance period ending Mar. 31, 2029 (100% payout at $12 average, escalating by $1/$20% to a 300% cap at $22); vesting is tied to continued employment.

Why It Matters

  • The transaction materially increases Dauch's share count (116.97 million new shares), which affects ownership stakes and could be dilutive to existing shareholders.
  • Listings and trading changes (LSE and NYSE symbols/dates) can broaden the stock’s investor base and trading liquidity.
  • The new performance-based awards align senior management pay with sustained share-price performance through March 31, 2029, potentially affecting future compensation expense and executive incentives.
  • Investors should review the company’s prior Rule 2.7 announcement and the company’s 8-K exhibits (press release and related agreements) for full terms and additional details.