Other Information
−Removed: Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
−Removed: Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 ("ITRA"), effective August 10, 2012, added a new subsection (r) to Section 13 of the Exchange Act, which requires issuers that file periodic reports with the SEC to disclose in their annual and quarterly reports whether, during the reporting period, they or any of their "affiliates" (as defined in Rule 12b-2 under the Exchange Act) have knowingly engaged in specified activities or transactions relating to Iran, including activities not prohibited by U.S.
−Removed: law and conducted outside the U.S.
−Removed: affiliates in compliance with applicable laws.
−Removed: Issuers must also file a notice with the SEC if any disclosable activity under ITRA has been included in an annual or quarterly report.
−Removed: Because the SEC defines the term "affiliate" broadly, our largest stockholder may be considered an affiliate of the Company despite the fact that the Company has no control over its largest stockholder’s actions or the actions of its affiliates.
−Removed: As such, pursuant to Section 13(r)(1)(D)(iii) of the Exchange Act, the Company hereby discloses the following information provided by our largest stockholder regarding transactions or dealings with entities controlled by the Government of Iran ("the GOI"):
−Removed: During the quarter ended June 30, 2025, non-U.S.
−Removed: affiliates of the largest stockholder of the Company ("the non-U.S.
−Removed: Stockholder Affiliates") entered into sales contracts for agricultural products with, or for delivery to or from Iranian entities wholly or majority owned by the GOI.
−Removed: Stockholder Affiliates performed their obligations under the contracts in compliance with applicable sanction laws and, where required, with the necessary prior approvals by the relevant governmental authorities.
−Removed: The gross revenue of the non-U.S Stockholder Affiliates related to the contracts did not exceed the value of USD $137 million for the quarter ended June 30, 2025.
−Removed: Stockholder Affiliates do not allocate net profit on a country-by-country or activity-by-activity basis, but estimate that the net profit attributable to the contracts would not exceed a small fraction of the gross revenue from such contracts.
−Removed: It is not possible to determine accurately the precise net profit attributable to such contracts.
−Removed: The contracts disclosed above do not violate applicable sanctions laws administered by the U.S.
−Removed: Department of the Treasury, Office of Foreign Assets Control, and are not the subject of any enforcement action under Iran sanction laws.
−Removed: Stockholder Affiliates expect to continue to engage in similar activities in the future in compliance with applicable economic sanctions and in conformity with U.S.
−Removed: secondary sanctions.
−Removed: The Company and its global subsidiaries had no transactions or activities requiring disclosure under ITRA, nor were we involved in the transactions described in this section.
−Removed: As of the date of this report, the Company is not aware of any other activity, transaction or dealing by it or any of its affiliates during the quarter ended June 30, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act.
Rule 10b5-1 Trading Plans
−Removed: During the quarter ended June 30, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.
+Added: On August 20, 2025 , the Company’s President, Chief Executive Officer and Director , Jesse E.
+Added: Gary , adopted a pre-arranged trading plan intended to satisfy the conditions of Rule 10b5-1(c)(1) under the Exchange Act (the “10b5-1 Plan”).
+Added: The 10b5-1 Plan provides for the potential sale of an aggregate of up to 300,000 shares of the Company’s common stock.
+Added: The first date that sales of any shares are permitted to be sold under the 10b5-1 Plan is January 2026, and subsequent sales may occur from time to time until the 10b5-1 Plan’s expiration on January 2027 , or earlier if all transactions are completed prior to such date or otherwise terminated.
+Added: Other than as described above, no other director or “officer” (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408 of Regulation S-K) during the three months ended September 30, 2025.
Exhibit Number Description of Exhibit Incorporated by Reference Filed Herewith
Form File No.
−Removed: Indenture, dated as of July 22, 2025, between Century Aluminum Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee and noteholder collateral agent.
−Removed: 8-K 001-34474 July 24, 2025
−Removed: Form of 6.875% Senior Secured Notes due 2032 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
−Removed: 8-K 001-34474 July 24, 2025
−Removed: Second Lien Pledge and Security Agreement, dated as of July 22, 2025 by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as collateral agent.
−Removed: 8-K 001-34474 July 24, 2025
−Removed: Collateral Agency Agreement, dated as of July 22, 2025, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as trustee and collateral agent.
−Removed: 8-K 001-34474 July 24, 2025
−Removed: Amendment No.
−Removed: 5, dated as of July 22, 2025, to the Second Amended and Restated Loan and Security Agreement, dated as of May 16, 2018, among Century Aluminum Company, Century Aluminum of South Carolina, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
−Removed: 8-K 001-34474 July 24, 2025
−Removed: Century Aluminum Company 2025 Incentive Plan
−Removed: S-8 333-288080 June 16, 2025
−Removed: Form of RSU Award Agreement (Directors) under the 2025 Incentive Plan
−Removed: Form of RSU Award Agreement under the 2025 Incentive Plan
−Removed: Form of PSU Award Agreement under the 2025 Incentive Plan
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
11 unchanged sentences
Century Aluminum Company
−Removed: August 7, 2025 By:
+Added: November 6, 2025 By:
/s/ PETER TRPKOVSKI
2 unchanged sentences
(Principal Financial Officer)
−Removed: August 7, 2025 By:
+Added: November 6, 2025 By:
/s/ ROBERT HOFFMAN
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.