What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 104 added, 125 removed, 140 unchanged (62% of the section changed)

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and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a proportionate amount of alumina production.

The majority of our Jamalco off-take is consumed internally at our primary aluminum smelters in a vertical integration model.

We intend for the majority of our Jamalco off-take to be consumed internally at our primary aluminum smelters in a vertical integration model.

We also own a carbon anode production facility located in the Netherlands ("Vlissingen").

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The key determinants of our results of operations and cash flows from operations are as follows:

• the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums;

• the price of primary aluminum, which is based on the London Metal Exchange ("LME"), plus any regional premiums and value-added product premiums;

• the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 78% of our cost of goods sold;

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Recent Developments

New Smelter Project

On January 26, 2026, we announced that we had entered into a joint development agreement with Emirates Global Aluminium ("EGA") to build the first new primary aluminum smelter in the United States since our Mt.

Holly facility came online in 1980.

Under the joint development agreement, EGA will own 60 percent of the joint venture, with Century Aluminum owning the remaining 40 percent.

The new plant, to be built in Inola, Oklahoma, is expected to produce 750,000 tonnes of aluminum per year, more than doubling current U.S.

production of primary aluminum.

Construction of the project is expected to start by the end of 2026, subject to the completion of detailed engineering work, completion of negotiations with Public Service Company of Oklahoma on a competitive long-term power supply agreement and the negotiation of a definitive joint venture agreement with EGA.

Sale of Hawesville

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

for $200.0 million in cash and a 6.8% non-dilutive minority equity interest in the Terawulf affiliate that intends to develop and own a high-performance computing/artificial intelligence data center on the site.

A large portion of the proceeds are intended to be deployed to expand our domestic primary aluminum production capacity through the restart of the last potline at our Mt.

Holly facility and investments in our new smelter project.

Grundartangi Equipment Failure

In October 2025, our Grundartangi smelter was forced to temporarily idle production on one of its two potlines due to an electrical equipment failure.

In October 2025, our Grundartangi smelter was forced to temporarily cease production at one of its two potlines due to a failure of a transformer unit.

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

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We expect that losses arising from this event, less applicable deductibles, will be covered under our insurance policies.

We currently estimate that it will take 11 to 12 months to begin resumption of production of the idled potline.

As of March 31, 2026, we have received $37.0 million in insurance recoveries related to the equipment failure.

In April 2026, we received an additional $46.1 million in insurance recoveries and expect to receive additional recoveries as our insurance carriers process our claims.

We restarted production of the idled potline in the second half of April 2026, with a return to near full production currently expected by the end of July 2026.

Section 232 Aluminum Tariffs

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Then, in May 2025, President Trump again increased tariffs on primary aluminum from 25% to 50%, effective June 4, 2025.

Since the implementation of these changes to the Section 232 tariff program, the Midwest Premium has increased, which has had a material positive impact on our financial position and results of operations.

Since the implementation of these changes to the Section 232 tariff program, the LME and Midwest premium has increased to historically high levels, which has had a material positive impact on our financial position and results of operations.

Department of Energy Award

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Department of Energy's ("DOE") Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act funding to build a new aluminum smelter as part of the Industrial Demonstrations Program.

With the help of this funding, we plan to build the first new U.S.

primary aluminum smelter in 45 years at a site within the Ohio/Mississippi River Basins.

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

an ongoing review period.

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

Section 45X of the Inflation Reduction Act

On October 24, 2024, the U.S.

Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act (the "IRA"), which provide guidance on rules taxpayers must satisfy to qualify for the advanced manufacturing production tax credit provided by the IRA.

The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs.

Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses.

Any changes to the final regulations could result in a subsequent adjustment to the estimated credit as of September 30, 2025.

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.

Acquisition of 55% interest in Jamalco

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc.

("CAJH"), completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited ("GAHL"), the holder of a 55% interest in Jamalco, an unincorporated joint venture with the Government of Jamaica through its controlled entity Clarendon Alumina Production Limited ("CAP").

Jamalco is engaged in bauxite mining and alumina refining in Jamaica.

The Company's wholly-owned subsidiary, General Alumina Jamaica Limited ("GAJL"), is the managing partner of the Jamalco joint venture.

Jamalco has alumina production capacity of approximately 1.4 million tonnes.

We recognized a bargain purchase gain of $245.9 million in connection to the acquisition within the Consolidated Statements of Operations for the nine months ended September 30, 2024.

With the help of this funding, we intend to construct, own, and operate the new aluminum smelter together with EGA in Inola, Oklahoma.

Jamalco Equipment Failure

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The overall price of primary aluminum consists of three components:

(i) the base commodity price, which is based on quoted prices on the LME and other exchanges;

(i) the base commodity price, which is based on quoted prices on the LME;

plus (ii) any regional premium (e.g., the Midwest premium for metal sold in the United States ("MWP") and the European Duty Paid premium for metal sold into Europe ("EDPP"));

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These factors can be highly variable and difficult to predict, which can lead to significant volatility in the price of aluminum.

Increases or decreases in primary aluminum prices result in variability in our revenues (assuming all other factors are unchanged).

Increases or decreases in primary aluminum prices result in variability in our revenues and profitability (assuming all other factors are unchanged).

From time to time, we may seek to manage our exposure to fluctuations in the LME price of primary aluminum and/or associated regional premiums through financial instruments designed to limit our downside price risk.

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Derivatives and risks associated with such financial contracts are disclosed specifically in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

We saw an increase in the pricing of aluminum through the third quarter of 2025 attributable to increases in the LME, MWP and EDPP.

The average MWP continued to increase due to the additional increase in Section 232 tariff rate for imported primary aluminum from 25% to 50% effective June 4, 2025.

The MWP prices have recently been at historically high levels and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, and other factors .

The following table summarizes the average price for primary aluminum per tonne for the three months ended September 30, 2025 and June 30, 2025 and for the nine months ended September 30, 2025 and 2024.

Three months ended Nine months ended

($ per tonne) September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

We saw an increase in the pricing of aluminum through the first quarter of 2026 attributable to increases in the LME, MWP and EDPP.

The LME and MWP prices have recently been at historically high levels and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, geopolitical events, and other factors.

The following table summarizes the average price for primary aluminum per tonne for the three months ended March 31, 2026 and 2025.

Three months ended

($ per tonne) March 31, 2026 March 31, 2025

Average LME $ 3,191 $ 2,631

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Average EDPP 390 289

Restatement of Prior Period Results

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 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.

General , for additional information.

Results of Operations

The following discussion for the three and nine months ended September 30, 2025 reflects no change in production capacities.

Our net sales are impacted primarily by the LME price for aluminum, regional and value-added premiums, and the volume and product mix of aluminum we ship during the period.

In general, our results reflect the LME and regional premium pricing on an approximately one to three month lag basis reflecting contractual terms with our customers.

Electrical power, alumina, carbon products, labor, and other controllable costs are the principal components of our cost of goods sold.

Power costs can be volatile as a result of a number of factors beyond our control.

See "Item 1A.

Risk Factors — Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Power costs at our Sebree plant are impacted by capacity demand charges, which are determined based on available power generating capacity in MISO, from which we purchase energy.

The price of such capacity is set by auction annually in the spring.

Our capacity demand costs for power were approximately $3.1 million for the twelve months ending May 31, 2025, in addition to the market price of power used.

We anticipate the capacity demand power costs resulting from the spring 2025 auction for the twelve months ending May 31, 2026 to be approximately $6.2 million.

In 2025, energy prices in the US and Europe have been slightly elevated due to increases in energy demand in both markets.

European energy markets impact our Vlissingen facility in the Netherlands, which utilizes natural gas to produce anodes used in our Grundartangi operations.

The energy market in Europe has historically been dependent upon imported natural gas from Russia, and the significant reduction in Russian gas supply to Europe has resulted in increased uncertainty with respect to the price and availability of natural gas.

Adverse changes to European natural gas prices or availability could adversely affect operations at Vlissingen, and in turn operations at Grundartangi, if we are not able to source an alternative supply of anodes.

The pricing under our alumina supply contracts varies from contract to contract.

A major portion of our alumina requirements is indexed to the price of primary aluminum, which provides a natural hedge to one of our largest production costs.

We also purchase alumina based on a published alumina index and at fixed prices.

The alumina price is influenced by a number of factors, including global supply-demand balance, natural disasters and weather events, and other factors outside of our control.

Additionally, with our acquisition of a 55% interest in Jamalco, we secured a long-term supply of alumina and achieved increased transparency and control of our supply chain.

In general, our results reflect the market cost of alumina on an approximately three-month lag reflecting the terms of our alumina contracts and inventory levels.

Quarter ended Nine months ended

Quarter ended Three months ended

Sequential Year-to-date

September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2026 March 31, 2025

Related parties $ 305.9 $ 299.6 $ 305.9 $ 378.7

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Net loss on forward and derivative contracts - nonaffiliates (65.3) (43.5) (65.3) (5.4)

Net gain on forward and derivative contracts - affiliates — — — 3.7

Loss on early extinguishment of debt — (1.5) — —

Bargain purchase gain — — — 245.9

Gain on the sale of Hawesville (287.9) — (287.9) —

Gain on insurance proceeds - net 33.0 — 33.0 —

Income tax benefit (expense) (1.8) 12.3 (1.8) (1.6)

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Net income attributable to Century stockholders 337.5 1.8 337.5 29.7

Shipment volume is a key determinant of our financial results.

Fluctuations in production and shipment volumes, other than through acquisitions or expansions, are generally small period over period.

Any adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows.

SHIPMENTS - PRIMARY ALUMINUM (1)

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94,601 306.6 74,071 217.3 168,672 $ 523.9

97,173 $ 282.6 71,582 $ 202.8 168,755 $ 485.4

93,805 $ 266.5 74,103 $ 185.8 167,908 $ 452.3

97,602 258.1 77,025 189.5 174,627 $ 447.6

(1) Excludes scrap aluminum sales, purchased aluminum and alumina sales.

Net sales increased by $4.1 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by an increase in realized regional price premiums of $52.0 million attributable to increases in the Midwest Premium, partially offset by unfavorable volume and sales mix of $42.6 million and a reduction in third-party alumina sales of $0.8 million.

Net sales increased by $304.8 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by favorable realized LME and regional price premiums of $267.7 million, an increase in third-party alumina sales of $20.8 million and favorable volume and sales mix of $17.3 million.

Gross profit increased by $41.1 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily attributable to favorable realized regional price premiums of $52.0 million driven by increases in the Midwest Premium and favorable raw material price realization of $16.0 million, partially offset by unfavorable volume and sales mix of $9.0 million, unfavorable power price realization of $8.7 million and unfavorable other costs of $3.7 million including increased maintenance and supply costs and labor costs associated with the Mt.

Holly restart project.

Gross profit increased by $55.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to favorable metal price realization of $267.7 million, partially offset by unfavorable raw material price realization of $71.8 million, higher power price realization of $67.4 million, higher other costs of $63.4 million including labor costs associated with higher headcounts, increased maintenance costs for non-recurring engineering projects, labor expenses associated with the Mt.

Holly restart project and ramp up expenses related to the completed Grundartangi casthouse.

Net sales increased by $15.5 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, primarily driven by an increase in the LME and in realized regional price premiums of $76.6 million attributable primarily to increase in the Midwest premium, partially offset by unfavorable volume and sales mix of $53.9 million related to lower sales from reduced production as a result of the Grundartangi equipment failure.

Net sales increased by $15.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by favorable realized LME and regional price premiums of $193.7 million, unfavorable volume and sales mix of $142.5 million and a decrease in third-party alumina sales of $36.8 million.

Gross profit increased by $28.2 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, primarily attributable to an increase in the LME and in realized regional price premiums of $76.6 million driven by increases in the Midwest premium, lower operating costs of $6.2 million attributable to annual employee benefits, partially offset by unfavorable power price realization of $35.7 million due to extreme winter weather in the United States in the current period, unfavorable raw material price realization of $21.8 million and unfavorable volume and sales mix of $6.5 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure.

Gross profit increased by $61.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to favorable metal price realization of $193.7 million, partially offset by unfavorable raw material price realization of $41.1 million, unfavorable volume and sales mix $47.2 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure, higher power price realization of $39.5 million due to extreme winter weather in the United States in the current period, and higher other operating costs of $4.8 million related to the Mt.

Holly restart.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $3.9 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by increased share-based compensation costs attributable higher share price, partially offset by reduced professional services.

Selling, general and administrative expenses increased by $2.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by increased share-based compensation costs attributable to higher share price, partially offset by reduced professional services.

Selling, general and administrative expenses decreased by $9.7 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, primarily driven by decreased share-based compensation costs, partially offset by increased professional services and annual incentive compensation during the period.

Selling, general and administrative expenses increased by $13.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by increased share-based compensation costs attributable to higher share price, increased professional services, and higher annual incentive compensation during the period.

Net loss on forward and derivative contracts - nonaffiliates

Net loss on forward and derivative contracts - nonaffiliates increased by $14.6 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025.

The difference was primarily driven by fluctuations in the forward prices related to LME hedges.

Net loss on forward and derivative contracts - nonaffiliates increased by $46.9 million f or the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The difference was primarily driven by increase in volume of and fluctuations in the forward prices related to MWP hedges.

Net gain on forward and derivative contracts - affiliates

Net gain on forward and derivative contracts - affiliates was zero for the three months ended September 30, 2025 and June 30, 2025, as there were no related party contracts executed during either period.

We realized a net gain of $3.7 million for the nine months ended September 30, 2024, primarily driven by unrealized gains on LME hedges.

Net loss on forward and derivative contracts - nonaffiliates increased by $21.8 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025.

The difference was primarily driven by an increase in the forward prices related to MWP and LME hedges.

Net loss on forward and derivative contracts - nonaffiliates increased by $59.9 million f or the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

The difference was primarily driven by increase in volume of and fluctuations in the forward prices related to MWP, LME, and Indiana Hub hedges.

Loss on early extinguishment of debt

Loss on early extinguishment of debt was $6.2 million for the three and nine months ended September 30, 2025 due to the redemption of our Senior Secured Notes due 2028 (the "2028 Notes").

Loss on early extinguishment of debt was $1.5 million for the three months ended December 31, 2025 due to the redemption of our Grundartangi Casthouse Facility.

There was no loss on extinguishment of debt in 2026.

Bargain purchase gain

We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023.

We recognized a bargain purchase gain of $245.9 million for the nine months ended September 30, 2024.

Income tax benefit (expense)

Income tax benefit decreased by $0.2 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Income tax benefit was to $0.8 million for the nine months ended September 30, 2025, compared to an expense of $3.0 million for the nine months ended September 30, 2024.

The change from expense to benefit was primarily driven by changes in

the jurisdictional mix of earnings on a year-over-year basis.

Gain on sale of Hawesville

Gain on sale of Hawesville was $287.9 million for the three months ended March 31, 2026 from our sale completed February 2, 2026.

Sale of Hawesville to the consolidated financial statements included herein for additional information.

Gain on insurance proceeds - net

Gain on insurance proceeds net was $33.0 million attributable entirely to our insurance claim on the Grundartangi equipment failure.

Commitments and Contingencies to the consolidated financial statements included herein for additional information.

Income tax (expense) benefit

Income tax expense was $1.8 million for the three months ended March 31, 2026, compared to a benefit of $12.3 million for the three months ended December 31, 2025.

The change from benefit to expense was primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Income tax expense decreased $0.2 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The decrease was primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis.

Income Taxes to the consolidated financial statements included herein for additional information.

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We also have access to our existing U.S.

and Iceland revolving credit facilities (collectively, the "revolving credit facilities") and have raised capital in the past through public equity and debt markets.

and Iceland revolving credit facilities as well as our Vlissingen Credit Facility maturing December 2, 2026 (collectively, the "revolving credit facilities") and have raised capital in the past through public equity and debt markets.

We regularly explore various other financing alternatives.

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We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next twelve months.

As of September 30, 2025, we had cash and cash equivalents of approximately $151.4 million and unused availability under our credit facilities of $336.8 million , after consideration of our outstanding borrowings and letters of credit.

Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $488.2 million as of September 30, 2025.

As of March 31, 2026, we had cash and cash equivalents of approximately $244.1 million and unused availability under our credit facilities of $278.8 million , after consideration of our outstanding borrowings and letters of credit.

As of March 31, 2026, we additionally had restricted cash of $89.5 million from the sale of Hawesville, of which $88.1 million represents funds that are restricted to be used on capital expenditures or otherwise invested in our business.

Our available cash and cash equivalents, restricted cash from the sale of Hawesville, and unused availability under our revolving credit facilities comprise our liquidity position, which was $611.0 million as of March 31, 2026.

We may borrow and make repayments under our revolving credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers.

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The dividend and distribution limitations are applicable to certain of our subsidiaries only in the case of an event of default or failure to comply with certain financial covenants.

As of September 30, 2025, we and our subsidiaries were in compliance with all such covenants or maintained availability abo ve such covenant triggers.

On July 22, 2025, we completed the issuance of $400 million of Senior Secured Notes due 2032 (the "2032 Notes").

We also amended our U.S.

Credit Facility to, among other things, extend the maturity date to July 22, 2030.

With proceeds of the 2032 Notes, we redeemed the 2028 Notes at a redemption price of 101.875% for a total redemption price, including accrued and unpaid interest, of approximately $261.1 million.

We applied the remaining net proceeds from the 2032 Notes offering to pay down our existing credit facilities including the repayment of all $116.4 million in outstanding borrowings and $1.9 million in interest under the Grundartangi Casthouse Facility, which was repaid on October 27, 2025.

Debt and Note 16.

Subsequent Events to the consolidated financial statements included herein for additional information on our debt.

As of March 31, 2026, we and our subsidiaries were in compliance with all such covenants or maintained availability abo ve such covenant triggers.

In connection with our sale of the Hawesville facility, on February 2, 2026, we terminated the letter of credit in the amount of $8.1 million under our U.S.

Credit Facility, effectively prepaying the Industrial Revenue Bonds.

Debt to the consolidated financial statements included herein for additional information on our debt.

Available Cash

Our available cash and cash equivalents balance at September 30, 2025 was $151.4 million compared to $32.9 million at December 31, 2024.

Our available cash and cash equivalents balance at March 31, 2026 was $244.1 million, excluding restricted cash of $89.5 million, of which $88.1 million represents funds that are restricted to be used on capital expenditures or otherwise invested in our business as described above, compared to $134.2 million at December 31, 2025.

Sources and Uses of Cash

Our statements of cash flows are summarized below:

Nine months ended September 30,

Three months ended March 31,

(in millions) 2026 2025

Net cash provided by operating activities $ 68.4 $ 72.3

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

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

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

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

Change in cash, cash equivalents and restricted cash $ 198.0 $ 12.0

The increase in net cash provided by operating activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to changes in inventories attributable to higher inventory build in the prior period related to the completed Grundartangi casthouse, partially offset by higher raw material costs for alumina in the first half of the current period.

This is offset by increased accounts receivable associated with higher realized prices of outstanding receipts from sales of aluminum.

The decrease in net cash used in investing activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to higher proceeds from our joint venture partner to fund the construction of co-tenancy assets.

The change in net cash provided by financing activities during the nine months ended September 30, 2025 compared to net cash used in financing activities in the nine months ended September 30, 2024 was primarily due to proceeds from the issuance of the 2032 Notes and net proceeds from the sale of carbon credits, partially offset by the early redemption of the 2028 Notes, net repayments on our revolving credit facilities and repayment on our Vlissingen Credit Facility.

Net cash provided by operating activities were relatively consistent for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to changes in inventories attributable to lower production from the Grundartangi equipment failure and higher outstanding receipts at current period end driven by higher sales prices, offset by insurance proceeds received for the Grundartangi equipment failure.

The change in net cash provided by in investing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to proceeds received from the sale of Hawesville and insurance proceeds received related to transformer property damage at Grundartangi, partially offset by an increase in capital expenditures due to the Mt.

Holly restart.

The decrease in net cash used in financing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to lower net repayments on our revolving credit facilities, partially offset by defeasance of the Hawesville Industrial Revenue Bonds and payment of withholding taxes on share-based compensation.

Share Repurchase Program

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The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

We made no repurchases during the three months ended September 30, 2025 or during the years ended 2024, 2023, and 2022.

As of September 30, 2025, we had $43.7 million remaining under the repurchase program authorization.

We made no repurchases during the three months ended March 31, 2026 or during the years ended 2025, 2024, and 2023.

As of March 31, 2026, we had $43.7 million remaining under the repurchase program authorization.

The repurchase program may be expanded, suspended or discontinued by our Board, in its sole discretion, at any time.

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On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in IRA funding.

With the help of this funding, we plan to build the first new U.S.

primary aluminum smelter in 45 years at a site within the Ohio/Mississippi River Basins.

Capital expenditures paid for the nine months ended September 30, 2025 were $65.1 million.

With the help of this funding, we intend to construct, own and operate together with EGA in Inola, Oklahoma.

Capital expenditures paid for the three months ended March 31, 2026 were $74.8 million.

We estimate our total capital spending in 2026 will be approximately $170 to $180 million, related to our ongoing investment and sustainability projects at our plants.

This amount includes $33 million representing investments in our Jamalco facility.

This amount includes $70 to $80 million related to repairs at Grundartangi that we expect to be reimbursed by insurance, approximately $50 million representing investments related to the restart of operations at Mt.

Holly and approximately $25 to $30 million representing investments in our Jamalco facility.

Our material contractual obligations consist of purchase obligations under long-term alumina and power contracts, debt and related interest payments and operating leases.

Debt and Note 13.

Commitments and Contingencies to the accompanying consolidated financial statements for additional information regarding future maturities of debt and obligations under power contracts.

We have certain legal commitments, including obligations related to retiree medical benefits, pension contributions, power supply contracts, and labor agreements.

These include a settlement agreement for retiree medical benefits requiring annual

payments, a pension contribution commitment through 2025, and power supply arrangements with terms extending through 2028.

These include a settlement agreement for retiree medical benefits requiring annual payments, and power supply arrangements with terms extending through 2028.

Additionally, we have contingent obligations based on the LME price of primary aluminum and the level of Hawesville's operations, which are currently offset by a derivative asset.

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The Company has filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the SEC pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include securities that are guaranteed by certain of the Company's subsidiaries.

As of September 30, 2025, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

As of March 31, 2026, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

However, any securities that we may issue in the future may limit our ability, and the ability of certain of our subsidiaries, to pay dividends or make distributions in respect of capital stock.

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Intercompany balances and transactions between the Company and the Guarantors have been eliminated and the summarized financial information does not reflect investments of the Company or the Guarantors in the Non-Guarantor Subsidiaries.

The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries s are disclosed below:

September 30, 2025 December 31, 2024

The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries are disclosed below:

March 31, 2026 December 31, 2025

Current assets $ 888.7 $ 646.0

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Non-current liabilities 619.6 607.6

Nine months ended September 30, 2025

Three months ended March 31, 2026

Net sales $ 591.9

Gross profit 192.4

Gain on sale of Hawesville 287.9

Income before income taxes 381.1

Net income 337.5

As of September 30, 2025 and December 31, 2024, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $58.2 million and $40.4 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $380.1 million and $358.1 million, respectively.

Quantitative and Qualitative Disclosures about Market Risk

See "Quantitative and Qualitative Disclosures of Market Risks" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

As of September 30, 2025, there have been no material changes in this information.

As of March 31, 2026 and December 31, 2025, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $80.3 million and $72.9 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $519.2 million and $509.4 million, respectively.

Critical Accounting Estimates

The following is an update to the information provided in Part II, Item 7 - "Critical Accounting Estimates" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Valuation of Interest in Raylan Data Holdings LLC

We measured, as a single unit of account at fair value, (i) our minority interest (the "Minority Interest") in Raylan Data Holdings LLC ("Raylan") and (ii) our right to require the majority holder of Raylan to purchase the Minority Interest starting on the first anniversary of the data center’s commencement of operations at Hawesville.

The initial fair value measurement of these types of investments involves significant estimation uncertainty due to the reliance on subjective assumptions and unobservable inputs.

The asset will be accounted for using the equity method, and, as such, the initial fair value will be adjusted at the end of each reporting period to reflect our share of earnings or losses in Raylan.

Therefore, the asset is not remeasured at fair value in subsequent periods;

changes in fair value are reported in earnings as they occur.

See Part I, Item I "Financial Statements" in Note 10.

Fair Value Measurements for additional information regarding the valuation techniques and the significant unobservable inputs used in the initial measurement.

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 2. Management’s Discussion and Analysis