What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 67 added, 55 removed, 189 unchanged (39% of the section changed)

22 unchanged sentences

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.

On July 20, 2026, the President signed an executive order entitled Securing America’s Defense Supply Chains and Ensuring Domestic Acquisition of Critical Materials.

The executive order allows approved companies investing in new primary aluminum production in the United States to import a commensurate amount of primary aluminum at a reduced tariff rate.

The effects of the executive order are dependent on rulemaking and other government actions and there can be no assurances regarding the impact of this order on the Company’s business, financial condition and/or operating results.

Sale of Hawesville

3 unchanged sentences

Holly facility and investments in our new smelter project.

On July 6, 2026, Terawulf announced that its subsidiary entered into a 20-year lease agreement with Anthropic PBC under which Terawulf’s subsidiary will provide Anthropic with approximately 401 MW of critical IT load for high-performance computing operations at the Hawesville site.

Terawulf further disclosed that delivery of the leased capacity is expected to occur in phases beginning in late 2027 and concluding in early 2028.

No assurances can be given regarding the delivery of critical IT load (including the amount and timing of such delivery) at the Hawesville site or our ability to exercise our Put Option.

Grundartangi Equipment Failure

3 unchanged sentences

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

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.

As of June 30, 2026, we have received $83.1 million in insurance recoveries related to the equipment failure.

In July 2026, we received an additional $18.5 million in insurance recoveries and we 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 expected by the end of the third quarter.

Section 232 Aluminum Tariffs

7 unchanged sentences

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 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.

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

Department of Energy Award

7 unchanged sentences

Despite returning the equipment to full capacity as of the end of October 2023, we continued to see some inefficiencies into the first quarter of 2024.

We are engaged with our insurance carriers in connection with the equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.

In July 2026, we entered into a settlement agreement and expect to receive $9.7 million, net of deductibles, in connection with an insurance claim related to the equipment failure.

Pricing of Aluminum

10 unchanged sentences

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 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

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

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 price has 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 June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025.

Three months ended Six months ended

($ per tonne) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025

Average LME $ 3,576 $ 3,191 $ 3,386 $ 2,538

2 unchanged sentences

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.

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 and six months ended June 30, 2026 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.

2 unchanged sentences

Results of Operations

Quarter ended Three months ended

Quarter ended Six months ended

Sequential Year-to-date

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

June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025

Related parties $ 330.9 $ 305.9 $ 636.8 $ 746.3

3 unchanged sentences

Selling, general and administrative expenses 15.9 25.8 41.7 26.5

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

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

Net gain (loss) on forward and derivative contracts - nonaffiliates 7.1 (65.3) (58.2) (21.0)

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

Gain on insurance proceeds - net 40.1 33.0 73.1 —

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

Net income 327.0 (3.1) 327.0 22.4

Income tax expense (12.1) (1.8) (13.9) (0.3)

Net income (loss) 243.8 327.0 570.8 10.7

Net loss attributable to noncontrolling interests (5.5) (10.5) (16.0) (14.4)

Net income attributable to Century stockholders 337.5 1.8 337.5 29.7

Net income (loss) attributable to Century stockholders 249.3 337.5 586.8 25.1

Shipment volume is a key determinant of our financial results.

12 unchanged sentences

94,519 $ 324.4 81,222 $ 233.7 175,741 $ 558.1

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

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

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.

Net sales increased by $102.9 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily driven by an increase in the LME and in realized regional price premiums of $80.5 million, favorable volume and sales mix of $34.4 million related to increased production at Mt.

Holly and Grundartangi as a result of result of restart operations, partially offset by a decrease in third-party alumina sales of $11.1 million.

Net sales increased by $139.3 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by favorable realized LME and regional price premiums of $457.4 million, partially offset by unfavorable volume and sales mix of $272.9 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure and a decrease in third-party alumina sales of $46.1 million.

Gross profit increased by $109.1 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily attributable to an increase in the LME and in realized regional price premiums of $80.5 million, favorable power price realization of $34.3 million due to improved weather conditions in the United States in the current period, favorable volume and sales mix of $24.6 million related to increased production at Mt.

Holly and Grundartangi as a result of restarted operations, partially offset by higher operating costs of $37.2 million also attributable to increased production at Mt.

Holly and Grundartangi and unfavorable raw material price realization of $1.8 million.

Gross profit increased by $255.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to favorable metal price realization of $457.4 million, partially offset by unfavorable raw material price realization of $80.9 million, unfavorable volume and sales mix $56.3 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure, unfavorable power price realization of $55.3 million, and higher other operating costs of $33.4 million related to the Mt.

Holly restart.

Selling, general and administrative expenses

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 $21.8 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025.

Selling, general and administrative expenses decreased by $9.9 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily driven by decreased share-based compensation costs attributable to lower share price, reduced professional fees related to the sale of Hawesville, which occurred in the first quarter of 2026, and further decreased by the annual incentive compensation recorded during the prior period.

Selling, general and administrative expenses increased by $15.2 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by increased share-based compensation costs attributable to higher share price and professional fees related to the sale of Hawesville.

Net gain (loss) on forward and derivative contracts - nonaffiliates

Net loss on forward and derivative contracts - nonaffiliates favorably changed by $72.4 million to a net gain for the three months ended June 30, 2026 compared the three months ended March 31, 2026.

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.

Net loss on forward and derivative contracts - nonaffiliates increased by $37.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 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 $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.

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.

Gain on sale of Hawesville was $287.9 million for the six months ended June 30, 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.

Gain on insurance proceeds net was $40.1 million and $73.1 million for the three and six months ended June 30, 2026, respectively, 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 tax expense

Income tax expense increased by $10.3 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026.

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

Income tax expense increased $13.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

The increase 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.

6 unchanged sentences

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 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.

As of June 30, 2026, we had cash and cash equivalents of approximately $343.4 million and unused availability under our credit facilities of $396.7 million, after consideration of our outstanding borrowings and letters of credit.

As of June 30, 2026, we additionally had restricted cash of $46.3 million of which $44.8 million represents funds from the sale of Hawesville that are restricted for use on capital expenditures or otherwise invested in our business.

Our available cash and cash equivalents, restricted cash, and unused availability under our revolving credit facilities comprise our liquidity position, which was $784.9 million as of June 30, 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.

8 unchanged sentences

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

As of June 30, 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.

On July 14, 2026, we amended the Iceland Revolving Credit Facility to extend the maturity date to December 9, 2028.

Section 45X of the Inflation Reduction Act of 2022 contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses.

On July 21, 2026, we received a 45X tax credit refund totaling $94.3 million in connection with the 2025 fiscal year.

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

Available Cash

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.

Our available cash and cash equivalents balance at June 30, 2026 was $343.4 million, excluding restricted cash of $46.3 million, of which $44.8 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:

Three months ended March 31,

Six months ended June 30,

(in millions) 2026 2025

3 unchanged sentences

Change in cash, cash equivalents and restricted cash $ 254.1 $ 7.8

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.

Net cash provided by operating activities increased during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to higher cash earnings attributable to higher LME and regional premium sales price realization and higher outstanding payables, partially offset by changes in inventories attributable to higher inventory value and timing of shipments, and higher outstanding receivables at current period end driven by higher sales prices.

The change in net cash provided by investing activities during the six months ended June 30, 2026 compared to the net cash used in investing activities during six months ended June 30, 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.

The increase in net cash used in financing activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to higher net repayments on our revolving credit facilities, the defeasance of the Hawesville Industrial Revenue Bonds and payment of withholding taxes on incentive compensation, partially offset by lower repayments under the Grundartangi casthouse debt facility.

Share Repurchase Program

2 unchanged sentences

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 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.

We made no repurchases during the three months ended June 30, 2026 or during the years ended 2025, 2024, and 2023.

As of June 30, 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.

6 unchanged sentences

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 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.

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

Capital expenditures paid for the six months ended June 30, 2026 were $134.4 million.

We estimate our total capital spending in 2026 will be approximately $180.0 to $190.0 million, related to our ongoing investment and sustainability projects at our plants.

11 unchanged sentences

Supplemental Guarantor Financial Information

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

The Company previously filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the SEC pursuant to which the Company had the ability to, 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 June 30, 2026, we had 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.

10 unchanged sentences

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

June 30, 2026 December 31, 2025

Current assets $ 1,017.8 $ 646.0

2 unchanged sentences

Non-current liabilities 617.4 607.6

Three months ended March 31, 2026

Six months ended

June 30, 2026

Net sales $ 1,285.7

3 unchanged sentences

Net income 588.8

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.

As of June 30, 2026 and December 31, 2025, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $102.9 million and $72.9 million, respectively and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $529.3 million and $509.4 million, respectively.

An intercompany current loan due to the Company from the Non-Guarantor Subsidiaries totaled $50.1 million as of June 30, 2026.

Critical Accounting Estimates

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis