UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

Date of Report (Date of earliest event reported): ~~December~~ 23January 1, ~~2024~~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

1818 Market Street Suite 2550 Philadelphia, PA United States 19103		Suite 12, Gateway Hub Shannon Airport House Shannon, Co. Clare Ireland V14 E3 70
(Address of principal executive offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~ ~~code)~~area code:

215-299- 5900 +353- 1- 6875238

~~Registrant’s~~Not ~~telephone number, including area code~~Applicable

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:

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

☐* ~~Written~~This ~~communications~~current ~~pursuant~~report is filed by the Registrant as the successor issuer to ~~Rule~~Livent ~~425~~Corporation. The common stock of Livent Corporation was previously registered under Section 12(b) of the Securities Exchange Act of 1934. The Registrant’s ordinary shares are deemed to be registered under Section 12(17b) ~~CFR~~of ~~230.425~~the Exchange Act by virtue of Rule 12g-3(a).

☐Check ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

☐ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act ~~(17 CFR 240.14d-2(b))~~

☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act ~~(17 CFR 240.13e-4(c))~~

~~Securities~~☐ ~~registered~~Pre-commencement communications pursuant to ~~Section~~Rule 1214d-2(b) ofunder the Exchange 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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnSecond ~~December~~Supplemental 23, 2024, Arcadium Lithium plc, a public limited company organized under the Laws of the Bailiwick of Jersey (“Arcadium” or the “Company”), held a special court-ordered meeting of shareholders (the “Scheme Meeting”) and an extraordinary general meeting of shareholders (the “Company GM”), in each case, in connection with the previously announced transaction with Rio Tinto BM Subsidiary Limited, a private limited company incorporated under the Laws of England & Wales (the “Buyer”), pursuant to which 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 financial market operated by ASX Limited, then outstanding shall be transferred from the shareholders of the Company to Buyer in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share.Indenture

AsOn ofJanuary ~~November 18~~1, ~~2024~~2025, ~~the~~Arcadium ~~record~~Lithium ~~date~~plc ~~for~~ (the ~~Scheme~~“Company”) ~~Meeting~~ and ~~Company~~ ~~GM,~~Livent ~~there~~Corporation ~~were~~(“Livent”) ~~1,075,658,355~~entered ~~Company~~into ~~Shares~~a inSecond ~~issue~~Supplemental ~~and~~Indenture ~~entitled~~(the “Second Supplemental Indenture”) to ~~vote~~that atcertain ~~each~~Indenture, dated as of ~~the~~June ~~Scheme~~25, ~~Meeting~~2020, by and among the Company, GMLivent and U.S. ~~At the~~Bank ~~Scheme~~Trust ~~Meeting~~Company, ~~the~~National ~~holders~~Association of(as ~~722,544,479~~amended ~~Company~~and ~~Shares,~~supplemented ~~representing~~by ~~approximately~~the ~~67.17%~~First ofSupplemental ~~the~~Indenture ~~issued~~thereto, ~~Company~~dated ~~Shares~~as ~~entitled to~~of ~~vote~~January at4, 2024, and the ~~Scheme~~Second ~~Meeting~~Supplemental ~~were~~Indenture, ~~present~~the in“Indenture”), ~~person~~which orIndenture ~~virtually~~governs orLivent’s ~~represented~~4.125% byConvertible ~~proxy,~~Senior ~~constituting~~Notes adue ~~quorum~~2025 to(the ~~conduct business~~“Notes”). At ~~the~~Pursuant ~~Company~~to ~~GM,~~ the ~~holders~~Second ofSupplemental ~~712~~Indenture,~~861,602~~ the Company ~~Shares,~~guaranteed ~~representing~~Livent’s ~~approximately~~obligations ~~66.27% of~~ under the ~~issued~~Indenture ~~Company~~and ~~Shares~~the ~~entitled to~~Notes ~~vote~~and atLivent ~~the~~irrevocably ~~Company~~elected GMphysical ~~were~~settlement ~~present~~as inits ~~person~~settlement ormethod ~~virtually~~pursuant orto ~~represented~~the ~~by proxy~~Indenture, ~~constituting~~which awill ~~quorum~~require Livent to ~~conduct~~deliver ~~business.~~ordinary ~~The final~~shares ~~results~~ of ~~voting~~the onCompany ~~each of~~ (the ~~items~~“Ordinary ~~submitted~~Shares”), totogether awith ~~vote~~cash, ofif applicable, ~~the~~in ~~shareholders~~lieu atof ~~the~~delivering ~~Scheme~~any ~~Meeting~~fractional ~~and~~Ordinary ~~the~~Share, ~~Company~~on GMany ~~are~~conversion asof ~~follows:~~Notes.

~~Scheme~~The ~~Meeting~~foregoing description does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report, and which is incorporated into this Item 1.01 by reference.

~~Scheme~~Item ~~Proposal:~~2.03. ToCreation ~~approve the scheme~~ of ~~arrangement~~a inDirect ~~its original~~Financial ~~form~~Obligation ~~or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court~~ of ~~Jersey~~a Registrant.

The ~~following~~disclosures ~~votes~~required ~~were~~by ~~cast~~this atitem ~~the~~are ~~meeting~~included (in ~~person~~Item or1.01 ~~by proxy)~~ and ~~the~~are ~~proposal~~incorporated ~~was~~herein ~~approved~~ by the required majority in number of the Company shareholders on the Company’s register representing 75% or more of the votes cast by those Company shareholders who voted in person or by proxy at the Scheme Meeting:reference.

	Votes For	Votes Against
Company Shareholders on the Company’s register in Number	176	17
Votes Cast	708,235,861	14,308,618

Company GM

Compensation Proposal: To approve, on a non-binding, advisory basis, specified golden parachute compensatory arrangements between the Company and its named executive officers relating to the transaction.

The following advisory votes were cast at the meeting (in person or by proxy) and the proposal was approved by the required majority of the votes cast by the Company shareholders who voted in person or by proxy at the Company GM:

Votes For		Votes Against		Votes Abstained
663,302,442		47,121,794		2,437,366

Scheme and Articles Amendment Proposal: To authorize the directors of the Company to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect and to amend the articles of association of the Company so that any Company Shares that are issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than the Buyer or its nominees will either be subject to the terms of the scheme of arrangement or immediately and automatically acquired by it and/or its nominees for the scheme consideration.

The following votes were cast at the meeting (in person or by proxy) and the proposal was approved by the required 66 2/3% of the votes cast by the Company shareholders who voted in person or by proxy at the Company GM:

Votes For		Votes Against		Votes Abstained
697,926,394		13,800,589		1,134,619

Item 8.01 Other Events.

On December 23, 2024, Arcadium issued a press release announcing the results of the Scheme Meeting and the Company GM. A copy of this press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference herein.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report on Form 8-K (this “Form 8-K”) are forward-looking statements. In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the Company based on currently available information. There are important factors that could cause Arcadium’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the factors described under the caption entitled “Risk Factors” in Arcadium’s 2023 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024, as well as other SEC filings and public communications. Although Arcadium believes the expectations reflected in the forward-looking statements are reasonable, Arcadium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Arcadium is under no duty to update any of these forward-looking statements after the date of this Form 8-K to conform its prior statements to actual results or revised expectations.

Item 9.01.

Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release, dated December 23, 2024.
104	Cover Page Interactive Data File (formatted as Inline XBRL document).

(d) Exhibits.

Exhibit Number		Description
4.1		Second Supplemental Indenture, dated January 1, 2025, by and among the Arcadium Lithium plc, Livent Corporation and U.S. Bank Trust Company, National Association.

SIGNATURES

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

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

	ARCADIUM LITHIUM PLC

Date: January 2, 2025	By:	/s/ Gilberto Antoniazzi
	Name:	Gilberto Antoniazzi
	Title:	Vice President and Chief Financial Officer

Dated: December 23, 2024

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