--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-25-003078" form_type: "8-K" ticker: null cik: "0001977303" company_name: "Arcadium Lithium plc" filed_at: "2025-03-06T23:59:59+00:00" generated_at: "2026-05-25T07:43:55.489223+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Rio Tinto completes acquisition of Arcadium Lithium for $5.85/share; shares to be delisted ## Summary - Acquisition closed on March 6, 2025; shareholders receive $5.85 per share in cash. - ALTM shares to be delisted from NYSE; CDIs from ASX; Form 25 filed March 6, 2025. - Convertible notes (4.125% due 2025) conversion obligation becomes cash-based; $1,624.81 per $1,000 principal during make-whole period. - All directors (Paul Graves, Peter Coleman, et al.) resigned; Jennifer Pekman and Brendan Molloy appointed. - CFO Gilberto Antoniazzi and General Counsel Sara Ponessa leaving after transition. ## SEC filing metadata - accession: 0000950103-25-003078 - form_type: 8-K - cik: 0001977303 - company_name: Arcadium Lithium plc - filed_at: 2025-03-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/dp225911_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-25-003078 - JSON: https://secwatch.observer/filing/0000950103-25-003078.json - Plain text: https://secwatch.observer/filing/0000950103-25-003078.txt ## Key facts - Executive change Brendan Molloy was appointed as Director at Arcadium Lithium plc. - Action: appointed - Role: Director source text: On March 6, 2025, shortly after the Effective Time, Jennifer Pekman and Brendan Molloy were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Florencia Heredia departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change John Turner departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Leanne Heywood departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Alan Fitzpatrick departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Robert Pallash departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Steven Merkt departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Peter Coleman departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Michael Barry departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Jennifer Pekman was appointed as Director at Arcadium Lithium plc. - Action: appointed - Role: Director source text: On March 6, 2025, shortly after the Effective Time, Jennifer Pekman and Brendan Molloy were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Fernando Oris de Roa departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Paul Graves departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Christina Lampe-Önnerud departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Gilberto Antoniazzi departed as Vice President, Chief Financial Officer and Treasurer at Arcadium Lithium plc. - Action: will be leaving - Role: Vice President, Chief Financial Officer and Treasurer source text: On March 5, 2025, the Company made an internal announcement that Gilberto Antoniazzi, Vice President, Chief Financial Officer and Treasurer, will be leaving the Company after helping with the transition related to the Transaction, and that Sara Ponessa, Vice President, General Counsel and Secretary, will also be leaving the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Sara Ponessa departed as Vice President, General Counsel and Secretary at Arcadium Lithium plc. - Action: will be leaving - Role: Vice President, General Counsel and Secretary source text: On March 5, 2025, the Company made an internal announcement that Gilberto Antoniazzi, Vice President, Chief Financial Officer and Treasurer, will be leaving the Company after helping with the transition related to the Transaction, and that Sara Ponessa, Vice President, General Counsel and Secretary, will also be leaving the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Executive change Pablo Marcet departed as Director at Arcadium Lithium plc. - Action: ceased to be a director - Role: Director source text: On March 6, 2025, each of Peter Coleman, Paul Graves, Alan Fitzpatrick, Christina Lampe-Önnerud, Fernando Oris de Roa, Florencia Heredia, John Turner, Leanne Heywood, Michael Barry, Pablo Marcet, Robert Pallash and Steven Merkt ceased to be a director (and removed from all committees thereof, as applicable) of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - Governance Changes Arcadium Lithium plc: Articles of association amended and restated to approve validity of unanimous written consent by all members in lieu of a general meeting (effective 2025-03-06). - Change: charter amendment - Effective: 2025-03-06 source text: On March 6, 2025, shortly after the Effective Time, the articles of association of the Company were amended and restated to approve the validity of a unanimous written consent by all members in lieu of a general meeting of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm - M&A Transactions Arcadium Lithium plc underwent a change of control involving Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited for $5.85 per Company Share (closed 2025-03-06). - Action: change of control - Counterparty: Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited - Consideration: $5.85 per Company Share - Closing: 2025-03-06 source text: composed entirely of cash, and, as a result, the Conversion Obligation (as defined in the Indenture) has been calculated based on an amount in cash, without interest, equal to $5.85 (the “ Per Share Consideration ”) per Company Share (as defined below), which is, from, and including, March 6, 2025, the effective date of the Transaction, up to, and ending at evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010325003078/0000950103-25-003078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.