What changed in this filing

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Item 1A. Risk Factors

2026-03-03 compared with 2025-03-03 · 105 added, 59 removed, 373 unchanged (31% of the section changed)

9 unchanged sentences

• Inability to compete

• Impact of future pandemics

• Curtailment of our production capacities and/or aluminum reduction facilities

• Risks related to the restart of curtailed capacity at Mt.

Holly and idled capacity at Grundartangi

• Increases in raw material costs and supply disruptions

• Inability to realize benefits from capital projects

• The formation of a joint venture project with EGA and the construction of the associated new smelter

• "Take-or-pay" obligations under our raw material and services contracts

47 unchanged sentences

Declines in aluminum prices could cause us to curtail production at our operations or take other actions to reduce our cost of production, including deferring certain capital expenditures and maintenance costs and implementing workforce reductions.

Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to

restore production capacity if market forces warrant.

For example, as a result of aluminum price declines in 2015, we curtailed production at our Mt.

Holly smelter by 50%, restarting half of the curtailed capacity in 2021 and have only recently taken steps to return Mt.

Holly to 100% production capacity as a result of current tariff policies.

Declines in aluminum prices also negatively impact our liquidity by lowering our borrowing availability under our asset-based revolving credit facilities (due to a lower market value of our inventory and accounts receivable).

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As a result, the availability of electricity at competitive prices is critical to the profitability of our operations.

In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts.

These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.

For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the curtailment of the Hawesville smelter in the third quarter of 2022.

In the U.S., our Sebree plant receives all of its electricity requirements under a market-based electricity contract.

This market-based contract exposes us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.

For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the full curtailment of the Hawesville smelter in the third quarter of 2022.

More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.

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There can be no assurance that our market-based power supply arrangements will result in favorable electricity costs.

Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity.

Any increase in our electricity and

energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity.

Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.

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Disruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including, but not limited to, unusually high demand, blackouts, equipment or transformer failure, human error, malicious acts including cyber-attacks or domestic terrorism, natural disasters, weather events or other catastrophic events.

Our market-based power supply arrangements further increase the risk th at disruptions in the supply of electrical power to our domestic operations could occur.

Our market-based power supply arrangements further increase the risk that disruptions in the supply of electrical power to our domestic operations could occur.

Under these arrangements, we have greater exposure to transmission line outages, problems with grid stability and limitations on energy import capability.

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Power disruptions have had a material negative impact on our results of operations in the past.

For example, in October 2025, we experienced an electrical equipment failure at our Grundartangi facility, resulting in the reduction of that facility’s production by approximately two thirds until the equipment failure is remediated.

See “ We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter’s operations by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect.

” We operate our smelters at close to peak amperage.

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In addition, the coverage under those policies may not be sufficient to cover all losses, or may not cover certain events.

our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances.

Certain of our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances.

Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity.

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If we are unable to realize the intended cost saving effects of any production curtailment, we may have to seek bankruptcy protection or be forced to divest some or all of our assets.

The process of restarting production following curtailment is also expensive, time consuming and labor-intensive and there is no guarantee that once a curtailment has occurred that the plant will ever return to operation.

The process of restarting production following curtailment is also expensive, time consuming and

labor-intensive and there is no guarantee that once a curtailment has occurred that the plant will ever return to operation.

As a result, any decision to restart production would likely require market conditions significantly better than the market conditions at the time the decision to curtail was made.

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Holly smelter is subject to certain risks and uncertainties.

In late 2023, we finalized a new power agreement with Santee Cooper at our Mt.

Holly smelter which provides access to sufficient energy to potentially allow Mt.

Holly to restart the remaining 25% of its curtailed production capacity.

Any potential future restart of this curtailed capacity will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.

In August 2025 we announced plans to return Mt.

Holly to 100% of its production capacity, and in October 2025, we finalized an extended power service agreement with Santee Cooper at our Mt.

Holly smelter through 2031.

The extended agreement provides access to sufficient energy to allow Mt.

Holly to return to 100% of its production capacity.

The decision to return Mt.

Holly to 100% of its production capacity is based on certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, raw materials and premiums.

Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result.

Changes in these inputs may also affect the economic viability of restarting the remaining curtailed capacity at Mt.

There can be no assurance that we will be able to restart the 25% of Mt.

Holly's production that remains curtailed within a projected budget and schedule.

Holly, and we may decide at any time to discontinue the restart project.

There can be no assurance that we will be able to return Mt.

Holly to 100% production within a projected budget and schedule.

In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay a restart or render a restart not feasible.

1 unchanged sentence

Any delay in the completion of such a project, unexpected or increased costs or inability to fund a restart could have a material adverse effect on our business, financial position, results of operations and liquidity.

Future options with respect to our Hawesville smelter remain subject to strategic review.

In the third quarter of 2022, we curtailed all operations at our Hawesville smelter.

We continue to explore all options related to the Hawesville smelter and have engaged financial advisors and launched a formal process to evaluate strategic alternatives and potential value to help us in our overall evaluation of this asset.

There can be no assurance that we will decide to sell Hawesville, that we will be able to sell Hawesville on commercially attractive terms, or at all, or that if we elect to restart Hawesville, that such restarted operations would be profitable.

Any potential future restart of operations at the Hawesville smelter will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.

Changes in these inputs may also make the restart of Hawesville operations uneconomic.

There can be no assurance that we will be able to restore Hawesville to full production within a projected budget and schedule.

In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay the restart or render the restart not feasible.

Our ability to finance the restart could also be impacted by our cash position and results of operations.

Any delay in the completion of the project, unexpected or increased costs or inability to fund the restart could have a material adverse effect on our business, financial position, results of operations and liquidity.

We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect.

Our Grundartangi facility experienced the failure of two of its electrical transformers over a seven-week period in September and October 2025.

As a result, production at the smelter has been temporarily reduced by approximately two-thirds.

There can be no assurance that we will be able to restore Grundartangi to full production within a projected budget and schedule.

Any delay in the completion of the repairs at Grundartangi and restoration of the facility to full and normal operations could have a material adverse effect on our business, financial position, results of operations and liquidity.

Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business .

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Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments is subject to a variety of market, operational, regulatory and labor-related factors.

For example, we are unable to realize the anticipated benefits from our recent investments in Hawesville because of the curtailment of that facility in the third quarter of 2022 due to historically high energy costs and declining LME prices.

Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

For example, we were unable to realize the anticipated benefits from our prior investments in Hawesville because of the curtailment of that facility in the third quarter of 2022 (and it's eventual sale in February 2026) due to historically high energy costs and declining LME prices.

Any failure to complete these projects, or any delays or failure or interruption in our ability to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

There is no assurance that we and EGA will make a final investment decision to proceed with the new smelter project, and if we do, we may not realize the anticipated benefits from the joint venture.

There is no assurance that we and EGA will make a final investment decision to proceed with the joint venture.

Whether we and EGA make such a decision to proceed will be influenced by external factors outside our control, including the global economy and energy and financial markets, actions by regulators, achieving necessary internal and external approvals, and many of the other factors described below.

If we do proceed with the joint venture, we do not expect to have full control over governance, financial reporting, and operations of the joint venture.

As a result, we will face certain operating, financial, and other risks relating to the joint venture, including risks related to the willingness of our joint venture partner to provide adequate funding for the joint venture if we are willing and able to provide our share of funding, having differing objectives from our joint venture partner, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to actions of the joint venture or our partner, and the risk that we will be unable to effectively work with or resolve disputes with the joint venture partner.

The construction and operation of the new smelter joint venture project with EGA is subject to numerous risks and uncertainties.

The construction of the new smelter project is subject to many risks and uncertainties, and there can be no assurance that we will be able to complete the project on the time schedule and budget currently anticipated.

Successful development and commercial operation of the project is subject to numerous risks, including, without limitations:

• our financial condition and cash flows and other factors that impact our ability to invest sufficient funds in the project, including for preliminary activities conducted before we determine whether the project is feasible or economically attractive;

• negotiation of satisfactory engineering, procurement, and construction agreements and renegotiation in the event of delays in final investment decisions or failures to meet other specified deadlines;

• identification of suitable partners, customers, contractors, suppliers and other necessary counterparties;

• negotiation and maintenance of satisfactory equity, purchase, sale, supply, transportation and other appropriate commercial agreements, and satisfaction of any conditions to effectiveness of such agreements, including reaching a positive final investment decision within agreed timelines;

• timely receipt and maintenance of required governmental permits, licenses and other authorizations under terms we find reasonable;

• timely, satisfactory and on-budget completion of construction, which could be negatively affected by engineering problems, work stoppages, unavailability or increased costs of materials, equipment, labor and commodities due to inflation or supply chain or other issues, and a variety of other factors;

• implementation of new or changes to existing laws or regulations that impact our infrastructure or the aluminum sector generally;

• obtaining satisfactory financing for the project, particularly when inflation and interest rates are volatile;

• the absence of hidden defects on or inherited environmental liabilities for the site of the project;

• timely and cost-effective resolution of any litigation or unsettled property rights affecting the project.

Any failures with respect to the above factors or other factors material to the project could involve additional costs, otherwise negatively affect our ability to successfully complete the project and force us to impair or write off amounts we have invested in the project.

If we are unable to complete the project, if we experience delays, or if construction, financing or other project costs exceed our estimated budgets and we are required to make additional capital contributions, we may not receive an adequate or any return on our investment and other resources expended on the project and our results of operations, financial condition, cash flows and/or prospects could be materially adversely affected.

The operation of a new facility involves many risks, including the potential for unforeseen design flaws, engineering challenges, or the breakdown for other reasons of facilities, equipment or processes;

labor disputes or shortages;

energy interruption;

environmental contamination;

increasing regulatory requirements, and the other operational risks Any of these events could lead to the project being idle or operating below expected levels, which may result in lost revenues or increased expenses.

Any such occurrence could materially adversely affect our results of operations, financial condition, cash flows and/or prospects.

Certain of our raw material and services contracts contain "take-or-pay" obligations.

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International operations expose us to political, economic, regulatory, currency and other related risks which may materially adversely impact our business.

We receive a significant portion of our revenues and cash flow from our operations in Iceland, we have significant operations in the Netherlands and we own a 55% interest in and operate a bauxite mining and alumina refining business in Jamaica.

These international operations expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability and unrest, challenges in managing foreign operations, increased costs to adapt our systems and practices to those used in foreign countries, taxes, export duties, currency restrictions and exchange, tariffs and other trade barriers, and the burdens of complying with and monitoring a wide variety of foreign laws and regulations.

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Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.

More recently, while Hurricane Melissa did not cause material damage to Jamalco's operations, we have experienced delays in restoring Jamalco to full production.

We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.

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This atypical structure may drive unique and special legal, accounting, tax, and/or compliance outcomes, which are complex and difficult to ascertain and analyze.

For example, we identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco.

For example, we have determined it was necessary to restate certain of our historical financial statements to reflect full consolidation of Jamalco’s assets rather than Jamalco’s legacy accounting of proportional consolidation.

See “ Explanatory Note ,” Note 1.

Summary of Significant Account in g Policies , Note 22.

Restatement of Previously Issued Financial Statements and Note 23.

Quarterly Financial Data (Unaudited and Restated) to the consolidated financial statements, included in Part II, Item 8 of this Form 10-K, for additional information on the restatement and the related consolidated financial statement effects.

We had also previously identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco.

For additional information on the foregoing, see Item 9A, "Controls and procedures" and "If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported " below.

If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported.

As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2023, we identified a material weakness in our internal control over financial reporting related to the application of purchase accounting to our acquisition of Jamalco.

This material weakness was remediated in fiscal 2024.

However, further material weaknesses were identified as of December 31, 2024 related to information technology general controls and business process controls, as more fully disclosed in Item 9A, “Controls and Procedures." The additional material weaknesses did not cause any misstatements to the consolidated financial statements, and there were no changes to previously issued financial results.

We are actively developing remediation plans designed to address the material weaknesses;

As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2024, we identified material weaknesses in our internal control over financial reporting related to information technology general controls and business process controls at Jamalco.

The material weakness related to Jamalco's information technology general controls was remediated in fiscal 2025.

We identified deficiencies in the design and operating effectiveness of (1) business process level controls at our Jamalco joint venture, including reconciliation controls and insufficient review controls related to inventories, accounts payable, accrued expenses, cost of goods sold and property, plant, and equipment, and (2) financial reporting controls over the consolidation of the Jamalco joint venture.

These deficiencies constitute a material weakness in internal control over financial reporting which remains unremediated at December 31, 2025.

The material weakness as of December 31, 2025 led to errors in previously issued consolidated financial statements and financial results related to a change in accounting for our consolidation of Jamalco.

We are actively developing remediation plans designed to address the material weakness;

however, we cannot guarantee that these steps will be sufficient or that we will not have a material weakness in the future.

Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operations

Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, as occurred with respect to the existing material weakness, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operations.

Risks Related to Labor and Employees

Our failure to maintain satisfactory labor relations could adversely affect our business.

The bargaining unit employees at our Grundartangi, Hawesville, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 59% of our total workforce as of December 31, 2024.

Our Grundartangi labor agreement was effective through December 31, 2024, the Company is currently in negotiations with the labor union on a new agreement.

Any failure to maintain satisfactory labor relations with our employees could adversely affect our business.

The bargaining unit employees at our Grundartangi, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 55% of our total workforce as of December 31, 2025.

Our Grundartangi labor agreement is effective through December 31, 2029.

Our Vlissingen labor agreement is effective through December 31, 2026.

Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2026, and October 28, 2028, respectively.

Our Hawesville labor agreement was scheduled to expire April 1, 2026, but on February 13, 2026, we terminated our labor agreement with United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") for former employees at our Hawesville facility.

Our Sebree labor agreement is scheduled to expire October 28, 2028.

Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups.

Both contracts were effective through December 31, 2023, and Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.

Although the Jamalco contracts expired more than a year ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.

Although the Jamalco contracts expired more than two years ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.

While we are hopeful to reach agreement with each of the labor unions to renew these agreements on acceptable terms as and when such agreements expire, there can be no assurance that we will be successful in doing so.

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We are subject to interest rate risk, which could adversely affect our borrowing costs, financial condition and results of operations.

Our industrial revenue bonds ("IRBs") and borrowings on our U.S.

and Iceland revolving credit facilities as well as the Casthouse Facility and Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.

Our borrowings on our U.S.

and Iceland revolving credit facilities as well as the Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.

An increase in interest rates would increase our debt service obligations under our existing debt instruments and potentially any future debt instruments, further limiting cash flow available for other uses.

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Moreover, our ability to meet our debt service obligations depends upon the receipt of intercompany transfers from our subsidiaries.

The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and any restrictions or prohibitions on intercompany transfers by those subsidiaries contained in agreements governing the debt or other obligations of such subsidiaries.

The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and any

restrictions or prohibitions on intercompany transfers by those subsidiaries contained in agreements governing the debt or other obligations of such subsidiaries.

Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

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We account for the Convertible Notes in accordance with U.S.

Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”).

Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options.

The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.

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The application of the if-converted method may reduce our reported diluted earnings per share.

The capped call transactions may affect the value of the notes and our common stock.

In connection with the pricing of the Convertible Notes, we entered into capped call transactions with various option counterparties.

The capped call transactions may affect the value of our common stock.

In connection with the issuance of our Convertible Notes, we entered into capped call transactions with various option counterparties.

The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

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This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes.

The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.

The potential effect, if any, of these transactions and activities on the market price of our common stock will depend in part on market conditions and cannot be ascertained at this time.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock.

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If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, with respect to such option counterparty’s obligations under the relevant capped call transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction.

Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in our common stock market price and in the volatility of the market price of our common stock.

Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated

to an increase in our common stock market price and in the volatility of the market price of our common stock.

In addition, upon a default by any of the option counterparties, we may suffer adverse tax consequences and dilution with respect to our common stock.

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Our operations may impact the environment and our properties may have environmental contamination, which could result in material liabilities for us.

We are obligated to comply with various foreign, federal, state and other environmental laws

and regulations, including the environmental laws and regulations of the United States, Iceland and the EU.

We are obligated to comply with various foreign, federal, state and other environmental laws and regulations, including the environmental laws and regulations of the United States, Iceland and the EU.

Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership.

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businesses are currently able to access these respective markets duty-free.

Any change to these import duties, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.

The United States currently imposes tariffs on the importation of aluminum pursuant to Section 232 of the Trade Expansion Act of 1962.

While the Section 232 tariffs were not directly

impacted by the U.S.

Supreme Court's February 20, 2026, decision holding that the President does not have authority under the International Emergency Economic Powers Act (IEEPA) to impose tariffs, any change in U.S.

tariff policy directly or indirectly impacting the Section 232 tariffs, or any other change to import duties in the United States, European Union or European Economic Area, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.

These or other changes in trade laws and regulations could affect the ultimate price we receive for our products, the prices and availability of our raw materials or our ability to access certain markets and could have a material adverse effect on our business, financial position, results of operations and liquidity.

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As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest.

For a more detailed

discussion of pending litigation, see Item 3.

For a more detailed discussion of pending litigation, see Item 3.

Legal Proceedings and Note 17.

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On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding to build a new aluminum smelter in the United States.

Since that time, the issuance of certain Executive Orders, including the Unleashing American Energy Executive Order on January 20, 2025, has required an immediate pause in the disbursement of funds appropriated through the Inflation Reduction Act pending a 90-day review period.

The Company is currently evaluating this Executive Order and other related memoranda to determine what, if any, impact they might have on or our previously announced DOE funding.

If the DOE proceeds with our funding as planned, such funding will additionally remain subject to certain compliance obligations and other terms and conditions.

As previously announced, the DOE funding will support the construction of a new aluminum smelter in the Mississippi/Ohio River basins, however to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all.

We currently intend that the DOE funding will support the construction of the new aluminum smelter that we intend to construct, own and operate together with EGA in Inola, Oklahoma.

However, to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all.

We may also seek additional government grants and incentive awards to support construction of the new aluminum smelter and our ability to obtain such additional grants or incentives in the future is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs.

The application process for these grants and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives.

The application process for these grants

and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives.

Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code.

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Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders.

Glencore beneficially owns approximately 42.9% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock.

Glencore beneficially owns approximately 36.4% of our outstanding common stock.

In addition, one of our seven directors is a Glencore employee.

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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.

What changed 10-K

Item 1A. Risk Factors