What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 365 added, 344 removed, 569 unchanged (55% of the section changed)

4 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(As Restated)

Related parties $ 305.9 $ 378.7

2 unchanged sentences

Cost of goods sold (1)

554.9 457.3 1,720.1 1,470.7

Gross profit 118.8 57.3

Selling, general and administrative expenses 25.8 12.5

Gain on the sale of Hawesville ( 287.9 ) —

Other operating expenses - net 6.9 2.0

4 unchanged sentences

Net loss on forward and derivative contracts - nonaffiliates ( 65.3 ) ( 5.4 )

Net (loss) gain on forward and derivative contracts - affiliates — ( 1.2 ) — 3.7

Loss on early extinguishment of debt ( 6.2 ) — ( 6.2 ) —

Bargain purchase gain — — — 245.9

Gain on insurance proceeds - net 33.0 —

Other loss - net ( 5.5 ) ( 3.4 )

Income before income taxes 328.8 24.0

Income tax benefit (expense) 1.1 ( 2.0 ) 0.8 ( 3.0 )

Income tax expense ( 1.8 ) ( 1.6 )

Net income 327.0 22.4

3 unchanged sentences

Net income allocated to common stockholders $ 337.5 $ 28.2

(1) Purchases from related party were $ 90.7 million and $ 63.9 million for the three months ended September 30, 2025 and 2024, respectively.

Purchases from related party were $ 230.8 million and $ 179.1 million for the nine months ended September 30, 2025 and 2024, respectively.

(1) Purchases from related party were $ 64.2 million and $ 88.3 million for the three months ended March 31, 2026 and 2025, respectively.

Net income attributable to Century stockholders per common share:

9 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(As Restated)

Comprehensive income:

1 unchanged sentence

Other comprehensive income before income tax effect:

Net loss on foreign currency cash flow hedges reclassified as income — — ( 0.1 ) ( 0.1 )

Defined benefit plans and other postretirement benefits:

Net loss arising during the period — — — ( 3.4 )

Net gain arising during the period 8.9 —

Amortization of prior service benefit during the period 0.1 0.1

10 unchanged sentences

(in millions)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 244.1 $ 134.2

14 unchanged sentences

Accounts payable, trade $ 196.1 $ 187.2

Non-trade payables 11.8 —

Accrued compensation and benefits 71.8 74.4

2 unchanged sentences

Derivative liabilities 104.0 58.2

Carbon credit repurchase liability 28.7 28.6

Current maturities of long-term debt 66.1 68.8

1 unchanged sentence

Long-term debt 479.8 479.5

Long-term debt due to affiliates — 10.0

Accrued benefits costs - less current portion 97.5 97.7

19 unchanged sentences

(in millions)

Nine months ended September 30,

Three months ended March 31,

(As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Share-based compensation 9.4 1.9

Loss on early extinguishment of debt 6.2 —

Net periodic benefit cost 9.5 2.8

Change in deferred tax provision 2.2 1.2

Bargain purchase gain — ( 245.9 )

Gain on the sale of Hawesville ( 287.9 ) —

Gain on insurance proceeds received for property damage ( 1.0 ) —

Other non-cash items - net 0.9 ( 4.7 )

1 unchanged sentence

Accounts receivable ( 8.9 ) ( 12.5 )

Non-trade payables 12.6 7.1

Non-trade receivables 1.0 15.4

Manufacturing credit receivable ( 25.6 ) ( 20.7 )

5 unchanged sentences

Accrued and other current liabilities ( 11.0 ) ( 13.9 )

Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )

Other - net ( 7.7 ) ( 0.2 )

2 unchanged sentences

Purchase of property, plant and equipment ( 74.8 ) ( 21.2 )

Proceeds for joint venture partner's share of co-tenancy assets 15.4 —

Proceeds from sale of assets — 2.3

Net cash used in investing activities ( 49.7 ) ( 66.8 )

Proceeds from the sale of Hawesville 200.0 —

Insurance proceeds received for property damage 5.0 —

Net cash provided by (used in) investing activities 130.2 ( 21.2 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of Senior Notes due 2028 ( 250.0 ) —

Early redemption premiums paid ( 4.7 ) —

Proceeds from issuance of Senior Notes due 2032 400.0 —

Payment of deferred financing fees ( 6.3 ) —

Borrowings under revolving credit facilities 160.6 257.6

Repayments under revolving credit facilities ( 155.7 ) ( 300.1 )

Repayments under Iceland term facility — ( 1.2 )

Borrowings under Grundartangi casthouse debt facility — 25.0

Repayments of Industrial Revenue Bonds ( 7.8 ) —

Repayments under Grundartangi casthouse debt facility — ( 2.3 )

Repayments under Vlissingen credit facility ( 10.0 ) —

Carbon credit proceeds 28.1 —

Carbon credit repayments ( 28.3 ) ( 10.0 )

Net cash provided by (used in) financing activities 84.6 ( 4.9 )

Payment of incentive compensation withholding taxes ( 4.7 ) —

Contributions from joint venture partner 7.0 5.7

Net cash used in financing activities ( 0.6 ) ( 39.1 )

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 198.0 12.0

4 unchanged sentences

(in millions)

Nine months ended September 30,

Three months ended March 31,

Supplemental Cash Flow Information:

4 unchanged sentences

Capital expenditures 11.5 4.1

Capitalized interest — 3.4

Distribution of property, plant and equipment to NCI 3.1 16.1

See Condensed Notes to the Consolidated Financial Statements

6 unchanged sentences

Three months ended

September 30, 2025

Balance, June 30, 2025 49,514 $ — 93,339,121 $ 1.0 $ 2,552.0 $ ( 86.3 ) $ ( 100.1 ) $ ( 1,642.2 ) $ 724.4 $ ( 40.1 ) $ 684.3

Net loss — — — — — — — 14.9 14.9 ( 4.3 ) 10.6

Other comprehensive income — — — — — — 1.5 — 1.5 — 1.5

Share-based compensation — — — — 1.0 — — — 1.0 — 1.0

Conversion of preferred stock to common stock ( 28 ) — 2,848 — — — — — — — —

Balance, September 30, 2025 49,486 $ — 93,341,969 $ 1.0 $ 2,553.0 $ ( 86.3 ) $ ( 98.6 ) $ ( 1,627.3 ) $ 741.8 $ ( 44.4 ) $ 697.4

Three months ended

September 30, 2024

Balance, June 30, 2024 52,238 $ — 92,739,089 $ 1.0 $ 2,544.7 $ ( 86.3 ) $ ( 98.1 ) $ ( 1,759.8 ) $ 601.5 $ ( 18.6 ) $ 582.9

Net income (loss) — — — — — — — 47.3 47.3 ( 5.0 ) 42.3

Other comprehensive income — — — — — — 1.7 — 1.7 — 1.7

Share-based compensation — — 17,549 — 1.6 — — — 1.6 — 1.6

Conversion of preferred stock to common stock ( 421 ) — 42,206 — — — — — — — —

Balance, September 30, 2024 51,817 $ — 92,798,844 $ 1.0 $ 2,546.3 $ ( 86.3 ) $ ( 96.4 ) $ ( 1,712.5 ) $ 652.1 $ ( 23.6 ) $ 628.5

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except share data)

Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated

deficit Total Century equity Noncontrolling Interest Total equity

Shares Amount Shares Amount

Nine months ended

September 30, 2025

March 31, 2026

Balance, December 31, 2025 — $ — 98,969,007 $ 1.1 $ 2,571.5 $ ( 86.3 ) $ ( 55.2 ) $ ( 1,625.5 ) $ 805.6 $ 124.3 $ 929.9

2 unchanged sentences

Share-based compensation — — 5,040 — 1.2 — — — 1.2 — 1.2

Conversion of preferred stock to common stock ( 229 ) — 22,918 — — — — — — — —

Balance, September 30, 2025 49,486 $ — 93,341,969 $ 1.0 $ 2,553.0 $ ( 86.3 ) $ ( 98.6 ) $ ( 1,627.3 ) $ 741.8 $ ( 44.4 ) $ 697.4

Nine months ended

September 30, 2024

Balance, December 31, 2023 52,284 — 92,689,864 $ 1.0 $ 2,542.9 $ ( 86.3 ) $ ( 97.9 ) $ ( 2,004.1 ) $ 355.6 $ ( 11.5 ) $ 344.1

Contributions from noncontrolling interest — — — — — — — — — 15.5 15.5

Balance, March 31, 2026 — $ — 98,974,047 $ 1.1 $ 2,572.7 $ ( 86.3 ) $ ( 48.5 ) $ ( 1,288.1 ) $ 1,150.9 $ 133.6 $ 1,284.5

Three months ended

March 31, 2025

Balance, December 31, 2024 (As Restated) 49,715 — 93,288,565 $ 1.0 $ 2,550.2 $ ( 86.3 ) $ ( 103.3 ) $ ( 1,667.3 ) $ 694.3 $ 111.0 $ 805.3

Net income (loss) — — — — — — — 29.7 29.7 ( 7.3 ) 22.4

2 unchanged sentences

Conversion of preferred stock to common stock ( 36 ) — 3,593 — — — — — — — —

Noncontrolling interest — — — — — — — — — ( 0.8 ) ( 0.8 )

Balance, September 30, 2024 51,817 $ — 92,798,844 $ 1.0 $ 2,546.3 $ ( 86.3 ) $ ( 96.4 ) $ ( 1,712.5 ) $ 652.1 $ ( 23.6 ) $ 628.5

Contributions from noncontrolling interest — — — — — — — — — 7.8 7.8

Balance, March 31, 2025

(As Restated) 49,679 $ — 93,296,937 $ 1.0 $ 2,550.8 $ ( 86.3 ) $ ( 101.6 ) $ ( 1,637.6 ) $ 726.3 $ 111.5 $ 837.8

See Condensed Notes to the Consolidated Financial Statements

1 unchanged sentence

Condensed Notes to the Consolidated Financial Statements

Nine months ended September 30, 2025 and 2024

Three months ended March 31, 2026 and 2025

(amounts in millions, except share and per share amounts)

6 unchanged sentences

In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.

Operating results for the first nine months of 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the first three months of 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Our consolidated financial statements include the consolidated results of the Jamalco joint venture ("Jamalco"), an unincorporated joint venture between Clarendon Alumina Production Limited ("CAP") and General Alumina Jamaica Limited ("GAJL"), an indirect, wholly-owned subsidiary of the Company through General Alumina Holdings Limited ("GAHL").

CAP's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheets.

The acquisition of all the outstanding capital of GAHL was accounted for as a business combination under the acquisition method of accounting in accordance with the Business Combinations Topic of the FASB Accounting Standards Codification ("ASC"), resulting in the Company recognizing the assets and liabilities at fair value with the excess of fair value over the consideration paid to the seller presented as a bargain purchase gain of $ 245.9 million recognized within the Consolidated Statements of Operations for the nine months ended September 30, 2024.

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

These immaterial reclassifications had no effect on the previously reported net income or net cash flows.

As noted in the Company's Form 10-K for the fiscal year ending December 31, 2025, as filed with the SEC on March 3, 2026, the Company has restated the comparative financial statements including the Consolidated Statement of Operations, Consolidated Balance Sheets, and Consolidated Statement of Stockholders' Equity as of and for the three months ended March 31, 2025, and applicable footnotes.

The restatement reflects a change related to the consolidation of the Company's Jamalco joint venture whereby the Company previously used the proportionate method of consolidation for certain of Jamalco's net assets versus the full consolidation method.

The change in consolidation method did not have any impact on our net income attributable to Century stockholders for the periods that were restated.

The following tables present a summary of the effects of the correction of the Company’s previously issued consolidated financial statements as of and for three months ended March 31, 2025.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The effects of the corrections described above to the Company's consolidated statements of operations are shown below.

Three months ended March 31, 2025

As Previously

Reported Restatement

Impacts As Restated

Cost of Goods Sold $ 573.3 $ 3.3 $ 576.6

Gross profit 60.6 ( 3.3 ) 57.3

Operating income 46.1 ( 3.3 ) 42.8

Income before income taxes 27.3 ( 3.3 ) 24.0

Net income 25.7 ( 3.3 ) 22.4

Net loss attributable to noncontrolling interests ( 4.0 ) ( 3.3 ) ( 7.3 )

Net income attributable to Century stockholders 29.7 — 29.7

Net income allocated to participating securities 1.5 — 1.5

Net income allocated to common stockholders $ 28.2 $ — $ 28.2

The effects of the corrections described above to the Company's consolidated balance statements were are shown below.

March 31, 2025

As Previously Reported Restatement Impacts As Restated

Non-trade receivables $ — $ 7.7 $ 7.7

Total current assets 821.9 7.7 829.6

Property, plant and equipment - net 972.2 169.8 1,142.0

Other assets 69.3 0.9 70.2

TOTAL $ 1,954.5 $ 178.4 $ 2,132.8

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accrued compensation and benefits $ 40.6 $ 1.0 $ 41.6

Non-trade payables 7.4 ( 7.4 ) —

Accrued and other current liabilities 36.6 2.6 39.2

Total current liabilities 447.4 ( 3.8 ) 443.6

Accrued benefits costs - less current portion 129.3 14.5 143.8

Asset retirement obligations - less current portion 64.4 20.7 85.1

Total noncurrent liabilities 816.4 35.2 851.6

SHAREHOLDERS’ EQUITY:

Noncontrolling interests ( 35.6 ) 147.1 111.5

Total equity 690.7 147.1 837.8

TOTAL $ 1,954.5 $ 178.4 $ 2,132.8

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The effects of the corrections described above to the Company's consolidated statements of shareholders' equity are shown below.

Three Months Ended March 31, 2025

(As Previously Reported) Noncontrolling interest Total equity

Balance, December 31, 2024 $ ( 31.6 ) $ 662.7

Net income (loss) ( 4.0 ) 25.7

Other comprehensive income (loss) — 1.7

Share-based compensation — 0.6

Noncontrolling interest of business acquired — —

Balance, March 31, 2025 $ ( 35.6 ) $ 690.7

(Restatement Impacts)

Net income (loss) $ ( 3.3 ) $ ( 3.3 )

Noncontrolling interest of business acquired 7.8 7.8

(As Restated)

Balance, December 31, 2024 111.0 805.3

Net income (loss) ( 7.3 ) 22.4

Other comprehensive income (loss) — 1.7

Share-based compensation — 0.6

Noncontrolling interest of business acquired 7.8 7.8

Balance, March 31, 2025 $ 111.5 $ 837.8

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, that requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates.

The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold.

The amendments in this accounting standard are effective for fiscal years beginning after December 15, 2024, on a prospective basis.

Early adoption and retrospective application are permitted.

We do not expect the adoption of this accounting standard to have an impact on our consolidated financial statements, but will require certain additional disclosures.

The Company plans to adopt this guidance for its consolidated financial statements and related disclosures for the annual period ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

Early adoption is permitted.

We do not expect any

We do not expect any impact to the consolidated financial statements, but the standard will require certain additional disclosures.

The Company plans to adopt this guidance for the annual period ending December 31, 2027.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities, which adds guidance on the recognition, measurement and presentation of government grants.

The new standard is effective for fiscal years beginning after December 15, 2028.

Early adoption is permitted.

The Company has previously analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, to account for refundable tax credits as an income grant.

The Company's policy on income grants under IAS 20 aligns with the updated guidance, and the Company does not expect a material effect on its consolidated financial statements upon adoption.

Related Party Transactions

The significant related party transactions occurring during the three months ended March 31, 2026 and 2025 are described below.

All of our related party transactions are subject to the Company's Related Party Transaction Policy and are required to be made on an arm's length basis and on terms that are fair and reasonable to the Company and substantially the same as would

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

impact to the consolidated financial statements, but the standard will require certain additional disclosures.

The Company plans to adopt this guidance for the annual period ending December 31, 2027.

Related Party Transactions

The significant related party transactions occurring during the three and nine months ended September 30, 2025 and 2024 are described below.

apply if the other party was not a related party.

We believe all of our transactions with related parties are at prices that approximate market.

Glencore Ownership

As of September 30, 2025 , Glencore plc and its affiliates (together "Glencore") beneficially own ed 42.9 % of Cen tury’s outstanding common stock ( 45.8 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.

Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock.

As of March 31, 2026 , Glencore plc and its affiliates (together "Glencore") beneficially own ed 30.0 % of Cen tury’s outstanding common stock.

Century and Glencore enter into various transactions from time to time, such as the purchase and sale of primary aluminum, alumina and other raw materials;

2 unchanged sentences

Sales to Glencore

For the three months ended September 30, 2025 and 2024, we derived approximatel y 50.6 % and 61.6 %, respectively, of our consolidated net sales from Glencore.

For the nine months ended September 30, 2025 and 2024, we derived approximately 56.3 % and 61.0 %, respectively, of our consolidated net sales from Glencore.

For the three months ended March 31, 2026 and 2025, we derived approximatel y 47.1 % and 59.7 %, respectively, of our consolidated net sales from Glencore.

Glencore purchases aluminum produced at our U.S.

2 unchanged sentences

We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.

For the three and nine months ended September 30, 2025, the Company recognized $ 34.8 million and $ 161.2 million, respectively , of revenue related to alumina sales to Glencore .

For the three and nine months ended September 30, 2024, the Company recogniz ed $ 31.5 million and $ 117.3 million , respectively, of revenue related to alumina sales to Glencore.

For the three months ended March 31, 2026 and 2025, the Company recogniz ed $ 61.3 million and $ 78.4 million , respectively, of revenue related to alumina sales to Glencore.

Purchases from Glencore

We purchase a portion of our alumina and certain other raw material requirements from Glencore.

Alumina purchases from Glencore during the three and nine months ended September 30, 2025 and 2024 were priced based on published alumina and aluminum indices as well as fixed prices.

Financial Contracts with Glencore

From time to time, we enter into certain financial contracts with Glencore.

Derivatives regarding these forward financial sales contracts.

Alumina purchases from Glencore during the three months ended March 31, 2026 and 2025 were priced based on aluminum indices.

A summary of the aforementioned significant related party sales and purchases is as follows:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net sales to Glencore $ 305.9 $ 378.7

Purchases from Glencore 64.2 88.3

90.7 63.9 230.8 179.1

(1) Includes settlements of financial contract positions.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Vlissingen Credit Facility

1 unchanged sentence

The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026.

Under the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans at either (i) a fixed interest rate equal to 8.75 % per annum (the “Fixed Rate”), or (ii) a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum level of 7.00 % (the “Variable Rate”).

The Fixed Rate is only applicable to borrowings made on or before December 1, 2024, after which the Variable Rate shall apply to all borrowings under the Vlissingen Credit Facility.

Under the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans at a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum level of 7.00 %.

As of March 31, 2026, there were no outstanding borrowings under the Vlissingen Credit Facility.

Debt for additional information.

Borrowings under the Vlissingen Credit Facility are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

Carbon Credit Repurchase Agreement

In September 2023, our wholly owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), entered into a structured repurchase arrangement with Glencore and sold 390,000 European Union Allowances ("Carbon Credits") at a price of € 82.18 per Carbon Credit, for an aggregate amount of € 32.1 million (the "Original Carbon Credit Agreement").

Pursuant to the terms of the Original Carbon Credit Agreement, Grundartangi would repurchase the same number of Carbon Credits at a price of € 83.72 per Carbon Credit, for an aggregate amount of € 32.7 million.

The Original Carbon Credit Agreement was amended in December 2023, March 2024, August 2024 and December 2024, in each case to extend the repurchase window and increase the repurchase price (collectively, the "Amended Carbon Credit Agreement").

The Amended Carbon Credit Agreement (i) settled 19,300 Carbon Credits, (ii) extended the repurchase window from December 2024 to August 2025 for the remaining 370,700 Carbon Credits and (iii) revised the repurchase price to € 69.16 per Carbon Credit, for an aggregate amount of € 25.6 million.

In August 2025, all 370,700 Carbon Credits subject to the Amended Carbon Credit Agreement were settled in full.

In December 2023, Grundartangi also entered into a second structured repurchase agreement with Glencore pursuant to which it sold 40,000 Carbon Credits at a price of € 69.30 per Carbon Credit and agreed to repurchase the same number of Carbon Credits at a price of € 70.71 per Carbon Credit for an aggregate amount of € 2.8 million (the "Second Carbon Credit Agreement").

In March 2024 and August 2024, the Second Carbon Credit Agreement was amended to (i) increase the number of Carbon Credits subject to the Second Carbon Agreement by 19,300 credits, (ii) extend the repurchase window from March 2024 to August 2024 with respect to all 59,300 Carbon Credits and (iii) revise the purchase price to € 186.74 per Carbon Credit, for an aggregate amount of € 11.1 million.

In August 2024, all 59,300 Carbon Credits subject to the Second Carbon Credit Agreement were settled in full.

Due to the repurchase element of these transactions, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Revenue from Contracts with Customers Topic of the FASB ASC.

We enter into contracts to sell mainly primary aluminum to our customers.

1 unchanged sentence

Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations.

For aluminum, the amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums.

The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

aluminum, which is based on the LME, plus regional premiums and any value-added product premiums.

For alumina, consideration is based on the alumina pricing index, plus Atlantic differential.

4 unchanged sentences

domestic smelters.

For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

purchase the product.

For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product.

The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer.

1 unchanged sentence

Contract liabilities are recorded when cash payments are received or due in advance of performance.

Amounts recognized in Due to affiliates was $ 41.4 million and $ 41.2 million, as of September 30, 2025 and December 31, 2024, respectively.

The table below shows the amount of net sales to external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the three and nine months ended September 30, 2025 and 2024.

Amounts recognized in Due to affiliates was $ 20.8 million and $ 31.2 million, as of March 31, 2026 and December 31, 2025, respectively.

Net Sales Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Aluminum $ 587.9 $ 535.8

5 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

United States $ 561.9 $ 413.8

Iceland 87.3 220.1

Total Net sales

$ 632.2 $ 539.1 $ 1,894.2 $ 1,589.4

Total $ 649.2 $ 633.9

(1) Includes sales of primary aluminum, scrap aluminum and alumina, and purchased aluminum and alumina.

For the three months ended September 30, 2025 and 2024, we recorded an income tax benefit of $ 1.1 million and an income tax expense of $ 2.0 million, respectively.

For the nine months ended September 30, 2025 and 2024, we recorded an income tax benefit of $ 0.8 million and an income tax expense of $ 3.0 million, respectively.

Sale of Hawesville

In August 2022, we fully curtailed production at the Hawesville, Kentucky facility ("Hawesville").

On February 2, 2026, we completed the sale of the facility to an affiliate of Terawulf, Inc.

for $ 200.0 million in cash and a 6.8 % non-dilutive minority equity interest in Raylan Data Holdings LLC (the "Minority Interest"), a joint venture that intends to develop and own a high-performance computing/artificial intelligence data center on the site.

We also have the right to require the majority holder to purchase the Minority Interest for $ 300.0 million starting on the first anniversary of the data center’s commencement of the data center's operations—defined as delivering at least 375 MW of critical IT load to data center customers (the "Put Option").

The Minority Interest and Put Option were measured at fair value at the acquisition date as one unit of account and will be accounted for using the equity method.

We recognized a gain of $ 287.9 million in connection with the sale.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The major classes of assets and liabilities that were sold are as follows:

Inventories $ 4.1

Property, plant and equipment - net 13.5

Asset retirement obligations 8.8

As a result of the sale, in accordance with a debt covenant, we set aside part of the cash proceeds restricted for use only on capital expenditures or otherwise invested in our business, of which $ 88.1 million remains on our Consolidated Balance Sheets at March 31, 2026.

For the three months ended March 31, 2026 and 2025, we recorded an income tax expense of $ 1.8 million and $ 1.6 million, respectively.

The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.

Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items.

Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate ("AETR"), adjusted for discrete items.

In February 2026, the Company completed the sale of Hawesville.

The sale was determined to be a discrete item that is not part of the Company’s ordinary operations and, accordingly, the related tax effects were excluded from the computation of the estimated AETR.

The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance on domestic losses, causes a significant variation in the typical relationship between income tax expense/benefit and pretax accounting income/loss as reported on the Consolidated Statements of Operations.

As of September 30, 2025, all of Century's U.S.

As of March 31, 2026, all of Century's U.S.

and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a full valuation allowance.

3 unchanged sentences

The IRA Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit.

For the three months ended September 30, 2025 and 2024, the Company recognized a reduction of $ 24.7 million and $ 47.3 million in Cost of goods sold and a reduction of $ 0.7 million and $ 0.8 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.

For the nine months ended September 30, 2025 and 2024, the Company recognized a

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

reduction of $ 66.5 million and $ 69.9 million in Cost of goods sold and a reduction of $ 2.0 million and $ 2.0 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.

President Trump signed Public Law No:

119-21, the One Big Beautiful Bill Act (the "Act") into law on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act.

The Act removed the exemption for critical minerals related to the phase out of the advanced manufacturing production tax credit under Internal Revenue Code Section 45X of the Inflation Reduction Act of 2022 and final regulations issued in October of 2024.

Under the Act, beginning in 2031, the amount of the tax credit will be reduced by 25% each year and reduced to 0% in 2034.

Additionally, the Act made changes to, but not limited to, permanently extending bonus depreciation that permits full expensing of qualified property, and changes to limitations on the deductibility of interest expense.

The Act did not have a material impact on our financial results for the three and nine months ended September 30, 2025.

We will continue to evaluate the effects of the Act on our results as further guidance is issued.

For the three months ended March 31, 2026 and 2025, the Company recognized a reduction of $ 25.0 million and $ 19.9 million in Cost of goods sold and a reduction of $ 0.7 million and $ 0.8 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.

Earnings Per Share

Basic earnings per share ("EPS") amounts are calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding using the two-class method.

Basic earnings per share ("EPS") amounts are calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding.

Diluted EPS is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period.

Dilutive common equivalent shares are calculated using the more dilutive of either the if-converted or two-class methods.

Beginning in 2026, due to the previous conversion of all preferred stock to common, dilutive common equivalent shares are calculated using the if-converted method.

In prior periods, dilutive common equivalent shares are calculated using the more dilutive of either the if-converted or two-class methods.

CENTURY ALUMINUM COMPANY

2 unchanged sentences

The following table shows the basic and diluted earnings per share:

For the three months ended September 30,

Net Income (Loss) Shares

(in millions)

$ Per Share Net Income (Loss) Shares

(in millions)

Net income attributable to Century stockholders $ 14.9 $ 47.3

net income allocated to participating securities 0.8 2.5

Net income allocated to common stockholders $ 14.1 93.3 $ 0.15 $ 44.8 92.8 $ 0.48

Effect of Dilutive Securities (1) :

Share-based compensation — 1.3 — 1.0

Convertible senior notes 0.7 4.6 0.7 4.6

Net income allocated to common stockholders $ 14.8 99.2 $ 0.15 $ 45.5 98.4 $ 0.46

For the nine months ended September 30,

For the three months ended March 31,

Net Income (Loss) Shares

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Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Share-based compensation 0.6 0.7

Convertible preferred shares — 5.0

Convertible notes — — 4.6 —

(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Accumulated Other Comprehensive Loss ("AOCL")

Components of AOCL:

September 30, 2025

March 31, 2026

December 31, 2025

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(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Unrealized gain on financial instruments ( 0.3 ) ( 0.3 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The following table summarizes the changes in the accumulated balances for each component of AOCL:

Defined benefit plan and other postretirement liabilities Unrealized gain on financial instruments Total, net of tax

Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )

Net amount reclassified to net income (loss) 1.5 — 1.5

Balance, September 30, 2025 $ ( 99.8 ) $ 1.2 $ ( 98.6 )

Balance, June 30, 2024 $ ( 99.5 ) $ 1.4 $ ( 98.1 )

Net amount reclassified to net income (loss) 1.7 — 1.7

Balance, September 30, 2024 $ ( 97.8 ) $ 1.4 $ ( 96.4 )

Balance, December 31, 2025 $ ( 56.4 ) $ 1.2 $ ( 55.2 )

Other comprehensive loss before reclassifications 4.8 — 4.8

Net amount reclassified to net income (loss) 1.9 — 1.9

Balance, September 30, 2025 $ ( 99.8 ) $ 1.2 $ ( 98.6 )

Balance, March 31, 2026 $ ( 49.7 ) $ 1.2 $ ( 48.5 )

Balance, December 31, 2024 $ ( 104.6 ) $ 1.3 $ ( 103.3 )

1 unchanged sentence

Net amount reclassified to net income (loss) 1.7 — 1.7

Balance, September 30, 2024 $ ( 97.8 ) $ 1.4 $ ( 96.4 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Balance, March 31, 2025 $ ( 102.9 ) $ 1.3 $ ( 101.6 )

Reclassifications out of AOCL were included in the Consolidated Statements of Operations as follows:

Three months ended

September 30, Nine months ended

September 30,

AOCL Components Location 2026 2025

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Components of Net Periodic Benefit Cost

Pension Benefits

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Pension Benefits 2026 2025

Service cost $ 3.6 $ 0.7

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Net periodic benefit cost $ 7.8 $ 1.6

Other Postretirement Benefits 2026 2025

Service cost $ 0.1 $ —

Interest cost 1.3 1.0

Amortization of prior service cost — — — ( 0.1 )

Amortization of net loss 0.3 0.2

Net periodic benefit cost $ 1.7 $ 1.2

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Inventories consist of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials $ 166.0 $ 161.5

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Fair Value Measurements

We measure and classify certain of our assets and liabilities at fair value in accordance with the hierarchy as defined by the Fair Value Measurment Topic of the FASB ASC.

We measure and classify certain of our assets and liabilities at fair value in accordance with the hierarchy as defined by the Fair Value Measurement Topic of the FASB ASC.

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value.

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• Level 3 Inputs - unobservable inputs for the asset or liability.

Recurring Fair Value Measurements As of September 30, 2025

Recurring Fair Value Measurements As of March 31, 2026

Cash equivalents $ 229.7 $ — $ — $ 229.7

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Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.

During the three and nine months ended September 30, 2025 and 2024, there wer e no L evel 3 assets and liabilities measured at fair value on a recurring basis.

As of September 30, 2025, we had an open position of 49,800 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

During the three months ended March 31, 2026 and 2025, there were no Level 3 assets and liabilities measured at fair value on a recurring basis.

We measured the Minority Interest and the Put Option as a single unit of account at fair value as of February 2, 2026, the date of acquisition.

The investment is categorized within Level 3 of the fair value hierarchy and was valued at $ 97.0 million using a sales comparison approach and a probability-weighted scenario approach incorporating a Black-Scholes option pricing model.

The valuation considered multiple scenarios based on the timing of successful commencement of the data center’s operations—defined as delivering at least 375 MW of critical IT load to data center customers, as well as a scenario in which that threshold is not achieved.

Sale of Hawesville for additional information on the acquisition of the Minority Interest and Put Option.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The following table describes the significant unobservable inputs used in the valuation.

February 2, 2026

Sales comparison approach

Adjusted price per megawatt $ 0.4 - $ 0.6

Scenario-based approach with the Black-Scholes option pricing model

Discount rate 7.45 % - 7.64 %

Expected term (years) 3 - 5

Equity volatility 108 % - 117 %

Dividend yield — %

As of March 31, 2026, we had an open position of 59,500 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

These contracts are expected to settle monthly through December 2027.

2 unchanged sentences

We also enter into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices.

As of September 30, 2025, we had 272 tonnes open fixed for floating swaps.

These contracts are expected to settle monthly through November 2025.

As of March 31, 2026, we had 100 tonnes open fixed for floating swaps.

These contracts are expected to settle monthly through August 2026.

We have entered into financial contracts to hedge a portion of our Jamalco fuel cost exposure ("HFO price swaps").

The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of September 30, 2025, we had an open position of 280,000 barrels.

The HFO price swaps are expected to settle monthly through September 2026.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of March 31, 2026, we had an open position of 150,000 barrels.

The HFO price swaps are expected to settle monthly through October 2026.

We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Sebree plant ("Indiana Hub power price swaps").

As of September 30, 2025, we had an open position of 913,680 MWh.

As of March 31, 2026, we had an open position of 957,552 MWh.

The Indiana Hub power price swaps are expected to settle monthly through December 2027.

Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.

As of September 30, 2025 and December 31, 2024, the Company had no recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.

The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of September 30, 2025 and December 31, 2024, respectively:

As of March 31, 2026 and December 31, 2025, the Company had no recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of March 31, 2026 and December 31, 2025, respectively:

Asset Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Commodity contracts (1)

Liability Fair Value

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Commodity contracts (1)

$ 120.6 $ 66.0

(1) Commodity contracts reflect our outstanding LME and MWP forward financial sales contracts, Indiana Hub power price swaps, fixed for floating swaps, and HFO price swaps.

At September 30, 2025, and December 31, 2024, there were no commodity contracts with Glencore.

The following table summarizes the net loss on forward and derivative contracts:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Commodity contracts $ ( 65.3 ) $ ( 5.5 )

$ ( 30.2 ) $ ( 4.0 ) $ ( 51.2 ) $ ( 0.5 )

Foreign exchange contracts — — — ( 0.1 )

Total $ ( 30.2 ) $ ( 4.0 ) $ ( 51.2 ) $ ( 0.6 )

(1) For the three and nine months ended September 30, 2025, there were no forward and derivative contracts with Glencore.

For the three and nine months ended September 30, 2024, $ 1.2 million of the net loss and a $ 3.7 million gain within the net loss, respectively, was with Glencore.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Debt classified as current liabilities:

Hancock County industrial revenue bonds ("IRBs") due April 1, 2028 , interest payable quarterly (variable interest rates (not to exceed 12 % ) ) (1)

Hancock County industrial revenue bonds ("IRBs") due April 1, 2028 , interest payable quarterly (1)

Revolving Credit Facility (2)

Iceland Revolving Credit Facility (3)

Grundartangi Casthouse Facility, net of financing fees of $ 1.5 million at September 30, 2025 (4)

Debt classified as non-current liabilities:

Grundartangi Casthouse Facility (4)

Vlissingen Credit Facility (5)

7.5 % senior secured notes due April 1, 2028

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 0.9 million at September 30, 2025, interest payable semiannually

6.875 % senior secured notes due August 1, 2032, net of financing fees of $ 6.1 million at September 30, 2025, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 0.7 million at March 31, 2026, interest payable semiannually

6.875 % senior secured notes due August 1, 2032, net of financing fees of $ 5.8 million at March 31, 2026, interest payable semiannually

Total $ 545.9 $ 548.3

(1) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.

The interest rate at September 30, 2025 was 3.02 %.

(2) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at September 30, 2025 wa s 7.75 %.

(3) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at September 30, 2025 wa s 7.66 %.

(1) The IRBs were classified as current liabilities because they were remarketed weekly and could have been required to be repaid upon demand if there is a failed remarketing.

(2) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at September 30, 2025 was 7.89 %.

The interest rate at March 31, 2026 wa s 7.25 %.

(3) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at September 30, 2025 wa s 7.83 %.

The interest rate at March 31, 2026 wa s 7.18 %.

6.875 % Senior Secured Notes due 2032

In July 2025, we issued $ 400.0 million in aggregate principal amount of 6.875 % of senior secured notes due August 1, 2032 (the "2032 Notes").

On July 22, 2025, we issued $ 400.0 million in aggregate principal amount of 6.875 % of senior secured notes (the "2032 Notes").

We received proceeds of $ 393.7 million after payment of certain financing fees and related expenses.

Interest Rate.

The 2032 Notes bear interest semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.875 % in cash.

The 2032 Notes are senior secured obligations of Century, ranking equally in right of payment with all of the Company’s existing and future senior indebtedness, effectively senior to all of the Company’s unsecured indebtedness to the extent of the value of the collateral and senior to all of the Company’s existing and future subordinated indebtedness.

As of September 30, 2025, the total estimated fair value of the 2032 Notes was $ 415.6 million.

The 2032 Notes will mature on August 1, 2032, unless earlier repurchased or redeemed.

The 2032 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.

Our obligations under the 2032 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral.

Our obligations under the 2032 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):

(i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);

(ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;

(iii) proceeds of the foregoing.

Under certain circumstances, the indenture and the security documents governing the 2032 Notes will permit us and the Guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2032 Notes.

The collateral agent for the 2032 Notes will agree with the collateral agent for the other debt holders and us under such circumstances to enter into an intercreditor agreement that will cause the liens securing the 2032 Notes to be contractually subordinated to the liens securing such additional debt.

Redemption Rights .

Prior to August 1, 2028, we may redeem the 2032 Notes, in whole or in part, at a redemption price equal to 100.00 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve-month period beginning on August 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:

Year Percentage

2028 103.438 %

2029 101.719 %

2030 and Thereafter 100.000 %

Upon a change of control (as defined in the indenture governing the 2032 Notes), we will be required to make an offer to purchase the 2032 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2032 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase.

The indenture governing the 2032 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:

(i) incur additional debt;

(ii) incur additional liens;

(iii) pay dividends or make distributions in respect of capital stock;

(iv) purchase or redeem capital stock;

(v) make investments or certain other restricted payments;

(vi) sell assets;

(vii) issue or sell stock of certain subsidiaries;

(viii) enter into transactions with shareholders or affiliates;

and (ix) effect a consolidation or merger.

As of March 31, 2026, the total estimated fair value of the 2032 Notes was $ 413.7 million .

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

7.5 % Senior Secured Notes due 2028

On July 22, 2025, we determined that all conditions precedent to the redemption (the “Redemption”) of our 2028 Notes pursuant to its Conditional Notice of Full Redemption issued on July 21, 2025 had been satisfied.

Accordingly, the 2028 Notes were redeemed on August 5, 2025, at an aggregate redemption price of $ 261.1 million, consisting of 101.875 % of the principal due and payable on the 2028 Notes plus accrued and unpaid interest to but excluding the August 5, 2025, redemption date.

In connection with the Redemption, effective July 22, 2025, the Company satisfied and discharged all its obligations under and in accordance with the terms of the indenture governing the 2028 Notes.

Based on the characteristics of the 2028 Notes and the 2032 Notes that were issued, the redemption of the 2028 Notes were accounted for as an extinguishment.

Accordingly, we have recorded a $ 6.2 million loss on early extinguishment of debt, consisting of early redemption premiums of $ 4.7 million and a write-off of deferred financing costs associated with the 2028 Notes of $ 1.5 million.

2.75 % Convertible Notes due 2028

In April 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes due May 1, 2028 unless earlier converted, repurchased, or redeemed (the "Convertible Notes").

On April 9, 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes 2028 (the "Convertible Notes").

The Convertible Notes were issued at a price of 100 % of their aggregate principal amount.

We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.

The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year at a rate of 2.75 % per annum in cash.

The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of the Company's common stock.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.

As of September 30, 2025, the conversion rate remains unchanged.

As of March 31, 2026, the conversion rate remains unchanged.

Interest Rate.

The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year at a rate of 2.75 % per annum in cash.

The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed.

The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;

2 unchanged sentences

and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

As of September 30, 2025, the if-converted value of the Convertible Notes exceeded the outstanding principal amount by $ 48.9 million.

As of September 30, 2025, the total estimated fair value of the Convertible Notes was $ 140.7 million .

Redemption Rights .

On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest.

Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate.

In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Additionally, in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.

As of March 31, 2026, the if-converted value of the Convertible Notes exceeded the outstanding principal amount by $ 158.8 million .

As of March 31, 2026, the total estimated fair value of the Convertible Notes was $ 270.9 million .

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

8 unchanged sentences

revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.

At September 30, 2025, there were no outstanding borrowings and $ 49.5 million of outstanding letters of credit issued under our U.S.

At March 31, 2026, there were no outstanding borrowings and $ 47.9 million of outstanding letters of credit issued under our U.S.

revolving credit facility.

3 unchanged sentences

revolving credit facility:

September 30, 2025

March 31, 2026

Credit facility maximum amount $ 250.0

3 unchanged sentences

Borrowing availability, net of outstanding letters of credit and borrowings 154.8

Borrowing Base .

The availability of funds under the U.S.

revolving credit facility is limited by a specified borrowing base consisting of the Borrower's accounts receivable and inventory which meets the eligibility criteria.

The Borrowers' obligations under the U.S.

revolving credit facility are guaranteed by certain of our domestic subsidiaries and secured by a continuing lien upon and a security interest in all of the Borrowers' accounts receivable, inventory and certain bank accounts.

Each Borrower is liable for any and all obligations under the U.S.

revolving credit facility on a joint and several basis.

Interest Rates and Fees.

Any amounts outstanding under the U.S.

revolving credit facility will bear interest at our option of either the secured overnight financing rate ("SOFR") or a base rate, plus, in each case, an applicable interest margin.

The applicable interest margin is determined based on the average daily availability for the immediately preceding quarter.

In addition, we pay an unused line fee on undrawn amounts, less the amount of our letters of credit exposure.

For standby letters of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of

credit exposure is cash collateralized.

We can make prepayments of amounts outstanding under the U.S.

revolving credit facility, in whole or in part, without premium or penalty, subject to standard breakage costs, if applicable.

We may be required to apply the proceeds from sales of collateral accounts, other than sales of inventory in the ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments there under.

revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments, and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.

Events of Default .

revolving credit facility also includes customary events of default, including nonpayment, misrepresentation, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults.

Upon the occurrence of an event of default, commitments under the U.S.

revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Iceland Revolving Credit Facility

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility"), which originally provided for borrowings of up to $ 50.0 million in the aggregate.

On February 4, 2022, we amended the Iceland revolving credit facility and increased the facility amount to $ 80.0 million.

On September 28, 2022, we further amended the Iceland revolving credit facility and increased the facility amount to $ 100.0 million in the aggregate.

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf.,as amended (the "Iceland revolving credit facility"), which provides for borrowings of up to $ 100.0 million in the aggregate.

Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.

At September 30, 2025, there were $ 16.5 million outstanding borrowings under our Iceland revolving credit facility.

At March 31, 2026, there were $ 66.0 million outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility matures in December 2026.

Status of our Iceland revolving credit facility:

September 30, 2025

March 31, 2026

Credit facility maximum amount $ 100.0

3 unchanged sentences

Borrowing availability, net of borrowings 34.0

Grundartangi Casthouse Facility

On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130.0 million (the "Casthouse Facility").

Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739 % of the principal amount, the first payment occurring in July 2024, with the remaining 60 % of the principal amount to be paid no later than the termination date in December 2029.

As of September 30, 2025, there were $ 115.0 million in outstanding borrowings under the Casthouse Facility, which was classified as a current liability as we repaid all outstanding borrowings under the Casthouse Facility on October 27, 2025.

Borrowing Base .

The availability of funds under the Iceland revolving credit facility is limited by a specified borrowing base consisting of inventory and accounts receivable of Grundartangi.

Grundartangi's obligations under the Iceland revolving credit facility are secured by a general bond under which Grundartangi's inventory and accounts receivable are pledged to secure full payment of the loan.

Interest Rates and Fees .

Any amounts outstanding under the Iceland revolving credit facility will bear interest at SOFR plus a margin per annum.

Any outstanding borrowings may be prepaid without penalty or premium in whole or in part.

The Iceland revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, dispositions of assets, compliance with permits, laws and payment of taxes, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.

Events of Default .

The Iceland revolving credit facility also includes customary events of default, including nonpayment, loss of license, cessation of operations, unlawfulness, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults.

Upon the occurrence of an event of default, commitments under the Iceland revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Vlissingen Credit Facility

On December 9, 2022, Vlissingen entered into a $ 90.0 million Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024 (as amended, the "Vlissingen Credit Facility").

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024 (as amended, the "Vlissingen Credit Facility").

The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026.

Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans at either (i) a fixed interest rate equal to 8.75 % per annum (the "Fixed Rate"), or (ii) a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum level of 7.00 % (the "Variable Rate").

The Fixed Rate is only applicable to borrowings made on or before December 1, 2024, after which the Variable Rate shall apply to all borrowings under the Vlissingen Credit Facility.

On August 1, 2025, we repaid all outstanding borrowings under the Vlissingen Credit Facility.

Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans.

As of March 31, 2026, there were no outstanding borrowings under the Vlissingen Credit Facility.

Vlissingen’s obligations under the Vlissingen Credit Facility are secured by liens on the ground lease on which Vlissingen’s facilities are located, Vlissingen’s moveable assets, financial assets, receivables and other assets, and Vlissingen’s shares.

Interest Rates and Fees.

Amounts outstanding under the Vlissingen Credit Facility will bear interest at a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum level of 7.00 %.

Prepayments .

Any outstanding borrowings may be prepaid without penalty or premium in whole or in part without any charge, fee premium or penalty.

The Vlissingen Credit Facility contains customary covenants including with respect to mergers, guarantees and preservation and dispositions of assets.

Events of Default.

The Vlissingen Credit Facility also includes customary events of default, including nonpayment, breach of any provision or representation under the agreement, and certain cross-default and insolvency events.

Upon the occurrence of an event of default, commitments under the Vlissingen Credit Facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Covenant Compliance

As of March 31, 2026, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.

Hancock County Industrial Revenue Bond s

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The IRBs bear interest at a variable rate not to exceed 12 % per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly.

The IRBs are secured by a letter of credit issued under our U.S.

The IRBs were secured by a letter of credit in the amount issued under our U.S.

revolving credit facility and mature in April 2028.

In connection with our sale of the Hawesville facility, on February 2, 2026, we effected a final draw under the letter of credit, defeased the IRBs and related Indenture, and irrevocably directed the Trustee to redeem the IRBs on April 1, 2026.

Immediately following the final draw under the letter of credit, we terminated the letter of credit.

As a result of the defeasance, the IRBs were considered extinguished as of February 2, 2026.

The Trustee redeemed the IRBs on April 1, 2026.

Surety Bond Facility

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In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.

As of September 30, 2025, we had issued surety bonds totaling $ 6.6 million .

Covenant Compliance

As of September 30, 2025, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.

As of March 31, 2026, we had issued surety bonds totaling $ 6.6 million.

Commitments and Contingencies

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Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the then-net present value of $ 12.5 million.

CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .

As of September 30, 2025, $ 1.9 million was recorded in Accrued and other current liabilities .

PBGC Settlement

In 2013, we entered into a settlement agreement with the Pension Benefit Guaranty Corporation (the "PBGC") regarding an alleged "cessation of operations" at our Ravenswood f acility (the "PBGC Settlement Agreement").

Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximatel y $ 17.4 million .

Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.

We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security.

In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

As of September 30, 2025, we have made all contributions under the Amended PBGC Settlement Agreement.

CENTURY ALUMINUM COMPANY

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(amounts in millions, except share and per share amounts)

agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years , ending in 2026.

As of March 31, 2026, $ 1.9 million was recorded in Accrued and other current liabilities .

Hawesville Partial Withdrawal

The union-represented employees at Hawesville are part of a United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") sponsored multi-employer pension plan.

If a participating employer chooses to stop participating in a multi-employer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability under the Employee Retirement Income Security Act of 1974.

On February 13, 2026, we terminated our labor agreement with USW for former employees at our Hawesville facility.

As a result of the termination, the Company recognized a partial withdrawal liability of $ 5.7 million.

Although the liability represents our best estimate of the partial withdrawal liability at this time, actual costs could differ based on final funding assessments.

Any changes to the estimate will be recorded in the period identified.

We estimate our cash obligation to be $ 0.6 million quarterly for the next nine quarters and one final payment of $ 0.5 million in the tenth quarter.

Power Commitments and Contingencies

Hawesville and Sebree

Hawesville and Sebree each has a power supply arrangement with Kenergy and Century Marketer, LLC ("Century Marketer"), Century's wholly-owned subsidiary that acts as a Midcontinent Independent System Operator ("MISO") market participant.

Under these arrangements, Hawesville and Sebree get access to power at MISO pricing plus transmission and other costs.

As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Hawesville and Sebree.

Sebree has a power supply arrangement with Kenergy and Century Marketer, LLC ("Century Marketer"), Century's wholly-owned subsidiary.

Sebree gets access to power at MISO pricing plus transmission and other costs.

As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree.

Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date.

Similarly, Kenergy's power supply contracts with Hawesville and Sebree both have a term through December 31, 2026, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

Similarly, Kenergy's power supply contract with Sebree has a term through December 31, 2026, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

Century Aluminum of South Carolina ("CASC") has a power supply agreement with Santee Cooper that has an effective term through December 2031.

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Grundartangi also has a separate 25 MW power purchase agreement with Landsvirkjun at an LME-based variable rate.

Insurance Contingencies

We carry insurance policies to compensate us for certain losses, including property damage and business interruption.

When recovery of property damage loss or other directly related expenses through insurance proceeds is demonstrated to be probable, an asset is recorded that offsets the loss or expenses up to the amount of the total loss or expenses within the period.

Proceeds received from insurance claims in excess of losses and directly related expenses incurred within the period as well as proceeds received from business interruption insurance claims are recorded as a gain.

No gain is recorded until it is realized or realizable, generally after the receipt of the proceeds.

In November 2024, a transformer unit that powers one of Grundartangi's two potlines failed.

Accordingly, production output from the second potline decreased.

In October 2025, following the failure of another transformer unit, production from the second potline ceased due to diminished power supply.

The cessation of the second potline resulted in a temporary

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

reduction of output by about two-thirds.

We filed a claim with our insurer to recover insurance losses related to property damage and the absent margin that we would have realized if production output was not affected.

For the three months ended March 31, 2026, we recognized a Gain on insurance proceeds of $ 33.0 million, comprised of $ 37.0 million of proceeds received in connection with the Grundartangi insurance claim net of directly related expense recovery of $ 4.0 million recognized in Cost of goods sold.

Other Commitments and Contingencies

Labor Commitments

The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville, Sebree and Jamalco facilities are represented by labor unions, representing approximately 58 % of our total workforce.

The bargaining unit employees at our Grundartangi, Vlissingen, Sebree and Jamalco facilities are represented by labor unions, representing approximately 56 % of our total workforce.

Approximately 87 % of Grundartangi’s work force is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees.

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based work force is represented by USW through separately negotiated labor agreements for each facility.

The labor agreement for Hawesville employees is effective through April 1, 2026.

Upon announcement of the curtailment, Hawesville and the USW local union entered into effects bargaining.

An agreement was reached on July 19, 2022, covering the curtailment period.

Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2028.

The labor agreement for Hawesville employees was effective through April 1, 2026, but was terminated early on February 13, 2026.

Holly employees are not represented by a labor union.

Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2028.

Approximately 63 % of Jamalco’s work force is represented by the Union of Technical, Administrative, and Supervisory Personnel ("UTASP") through separately negotiated labor agreements for hourly and salaried employee groups.

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Until new contracts are reached, employees will continue to operate under the current agreements.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Contingent obligation

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This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.

As of September 30, 2025, the principal and accrued interest for the contingent obligation was $ 33.4 million , which was fully offset by a derivative asset.

As of March 31, 2026, the principal and accrued interest for the contingent obligation was $ 34.1 million , which was fully offset by a derivative asset.

We may be required to make installment payments for the contingent obligation in the future.

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Interest accrues at an annual rate equal to 11.00 % .

As of September 30, 2025, based on the curtailment of Hawesville's operations, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.

As of March 31, 2026, the LME forward market prices exceed the threshold for payment.

In addition, based on the fact that we recently sold the Hawesville property, which is to be developed into a data center, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.

There can be no assurance that circumstances will not change thus accelerating the timing of such payments.

Shareholders' Equity

As of September 30, 2025 and December 31, 2024, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 100,528,490 shares were issued and 93,341,969 shares were outstanding at September 30, 2025, and 100,475,086 were issued and 93,288,565 shares were outstanding at December 31, 2024.

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.

As of March 31, 2026 and December 31, 2025, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 106,160,568 shares were issued and 98,974,047 shares were outstanding at March 31, 2026, and 106,155,528 were issued and 98,969,007 shares were outstanding at December 31, 2025.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Preferred Stock

As of September 30, 2025 and December 31, 2024, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.

As of March 31, 2026 and December 31, 2025, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.

Our Board of Directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidating preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof.

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In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

Series A Convertible Preferred Stock

In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock.

At September 30, 2025 and December 31, 2024, 49,486 and 49,715 shares of Series A Convertible Preferred Stock were outstanding, respectively.

Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock.

The conversion of preferred to common shares is 100 shares of common stock for each share of preferred stock.

Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share.

As of March 31, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.

Stock Repurchase Program

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The stock repurchase program may be suspended or discontinued at any time.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the Consolidated Balance Sheets.

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The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

Through September 30, 2025 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of September 30, 2025.

Through March 31, 2026 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of March 31, 2026.

Business Segments

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The Company has organized itself, including management personnel and systems, financial processes, operational execution, governance and risk oversight, regulatory compliance, and every other aspect of the Company’s operations, to assess and manage the business on a holistic basis, from mine to metal, which tracks the upstream manufacturing process for aluminum.

To better reflect this operational and organizational approach, and to further enhance the reporting of its financial and operating results, beginning with the quarter ended March 31, 2025, the Company’s Chief Executive Officer and Chief Operating Decision Maker ("CODM") regularly receives and reviews financial information at the consolidated level to evaluate business performance and make operating decisions.

The Company’s Chief Executive Officer and Chief Operating Decision Maker ("CODM") regularly receives and reviews financial information at the consolidated level to evaluate business performance and make operating decisions.

The CODM uses the U.S.

GAAP measure of consolidated Net Income to develop forecasting, t evaluate the Company’s overall profitability and financial performance and to make key operating decisions, such as the allocation of resources.

Given the change described above, the Company has determined that neither its three smelters nor Jamalco’s mining and refining operations meet the definition of operating segments.

As a result, the Company has determined that the Company has only one operating and only one reportable segment, and it is managed on a consolidated basis.

GAAP measure of consolidated Net Income to develop forecasting, to evaluate the Company’s overall profitability and financial performance and to make key operating decisions, such as the allocation of resources.

Neither the Company's three smelters nor Jamalco’s mining and refining operations meet the definition of operating segments.

As a result, the Company has determined that it has only one operating and only one reportable segment, and that segment is managed on a consolidated basis.

In accordance with ASC 280-10-50-34, the corresponding information for earlier periods is recast in the tables below to conform with the updated presentation.

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(amounts in millions, except share and per share amounts)

The following table presents information about the Company's single segment for the three and nine months ended September 30, 2025 and 2024.

The following table presents information about the Company's single segment for the three months ended March 31, 2026 and 2025.

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net sales $ 649.2 $ 633.9

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( 537.1 ) ( 574.8 )

IRA Credit (1),(3)

24.7 47.4 66.5 70.0

IRA Section 45X tax credit (1),(3)

Lower of cost or NRV inventory adjustment (1),(4)

( 0.7 ) — 1.2 7.3

Property and equipment expense (1),(5)

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Selling, general and administrative expenses ( 25.8 ) ( 12.5 )

Gain on the sale of Hawesville 287.9 —

Other operating expenses - net ( 6.9 ) ( 2.0 )

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Net loss on forward and derivative contracts - nonaffiliates ( 65.3 ) ( 5.4 )

Net (loss) gain on forward and derivative contracts - affiliates — ( 1.2 ) — 3.7

Loss on early extinguishment of debt ( 6.2 ) — ( 6.2 ) —

Bargain purchase gain — — — 245.9

Gain on insurance proceeds - net 33.0 —

Other loss - net ( 5.5 ) ( 3.4 )

Income tax benefit (expense) 1.1 ( 2.0 ) 0.8 ( 3.0 )

Income tax expense ( 1.8 ) ( 1.6 )

Net income $ 327.0 $ 22.4

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therefore, the Company is the primary beneficiary of the VIE.

The table below shows the carrying amounts and classification of the consolidated VIE's assets and liabilities included in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

September 30, 2025 December 31, 2024

The table below shows the carrying amounts and classification of the consolidated VIE's assets and liabilities included in the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 7.0 $ 4.6

Accounts receivable - net 0.5 0.1

Non-trade receivables — 13.1

Due from affiliates — 75.1

Inventories 107.1 116.6

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$ 221.0 $ 227.1

Subsequent Events

Repayment of Grundartangi Casthouse Facility

On October 27, 2025, we repaid all $ 116.4 million in outstanding borrowings and $ 1.9 million in interest under the Grundartangi Casthouse Facility.

FORWARD-LOOKING STATEMENTS

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• Our plans and expectations with respect to future operations of the Company and its subsidiaries, including any plans and expectations to curtail or restart production, including the expected impact of any such actions on our future financial and operating performance;

• Our plans and expectations with regards to any restart of curtailed production at Mt.

• Our plans and expectations with regards to the restart of curtailed production at Mt.

Holly including the timing, costs and benefits associated with restarting curtailed production;

• Any future impact of the equipment failure at Grundartangi and related events on our financial and operating performance, including our expectations as to timing for bringing the facility to 100% capacity with respect to insurance coverage relating thereto;

• Our plans with regards to the future of our Hawesville smelter;

• Our ability to successfully obtain and/or retain competitive power arrangements for our operations, including securing necessary power arrangements for the greenfield project;

• Any future impact of the equipment failure at Grundartangi and related events on our financial and operating performance;

• The timing of our ability to return our operating facilities to full and normal operation following equipment failure or other extraordinary events including our expectations as to timing for bringing our Grundartangi facility back to 100% and returning Jamalco to full and normal operation following the restart after Hurricane Melissa;

• Our ability to recover losses from our insurance, including with respect to losses incurred in connection with the October 2025 equipment failure at Grundartangi;

• The timing and terms of the data center being constructed on our former Hawesville site to commence commercial operations and our ability to require Raylan Data Holdings LLC to repurchase our minority interest therein;

• The impact of Section 232 and 301 and other trade actions, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;

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• Our expectations regarding the availability of the $500 million DOE funding to our new smelter project, including our ability to raise additional capital through additional grants, incentives, subsidized loans and other debt and equity funding to support construction of a new aluminum smelter and our ability to successfully complete our new smelter project;

• The likelihood of our formalizing a joint venture with Emirates Global Aluminium for the new smelter project, and if we do, our ability to secure necessary power arrangements for the project on commercially reasonable terms, to timely complete construction of the project on budget, and to commence profitable operations;

• Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements;

• Our ability to repay or refinance debt in the future;

• Our ability to recover losses from our insurance;

• Our assessment and estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;

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• Our assessment of any information technology-related risks, including the risk from cyberattacks or other data security breaches;

costs and expenses associated with unidentified liabilities, and difficulties integrating an acquired asset into our existing operations;

• Our plans and expectations regarding potential M&A and joint venture activity including our ability to consummate such transactions and our assessments of certain risks associated with the same, including, for example, unforeseen costs and expenses associated with unidentified liabilities, and difficulties integrating an acquired asset into our existing operations;

• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.

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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-Q

Item 1. Financial Statements