CENX 10-K & 10-Q changes, risk factors and insider trading

Declines in aluminum prices could cause us to curtail production at our operations or take other actions to reduce our cost of production, including deferring certain capital expenditures and maintenance costs and implementing workforce reductions. For example, as a result of aluminum price declines in 2015, we curtailed production at our Mt. Holly smelter by 50%, restarting half of the curtailed capacity in 2021 and have only recently taken steps to return Mt. Holly to 100% production capacity as a result of current tariff policies. Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to restore production capacity if market forces warrant. Declines in aluminum prices also negatively impact our liquidity by lowering our borrowing availability under our asset-based revolving credit facilities (due to a lower market value of our inventory and accounts receivable). These factors may have a material adverse effect on our liquidity, the amount of cash flow we have available for our capital expenditures and other operating expenses, our ability to access the credit and capital markets and our results of operations.

In the U.S., our Hawesville and Sebree plantsplant receivereceives all of theirits electricity requirements under a market-based electricity contracts.contract. TheseThis market-based contractscontract exposeexposes us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum. For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the full curtailment of the Hawesville smelter in the third quarter of 2022. More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices. Market-based electricity contracts expose us to market price volatility and fluctuations driven by, among other things, coal and natural gas prices, renewable energy production, regulatory changes and weather events, in each case, without any direct relationship to the price of primary aluminum. There can be no assurance that our market-based power supply arrangements will result in favorable electricity costs. Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity.

Power disruptions have had a material negative impact on our results of operations in the past. For example, in October 2025, we experienced an electrical equipment failure at our Grundartangi facility, resulting in the reduction of that facility’s production by approximately two thirds until the equipment failure is remediated. See “We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter’s operations by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect.” We operate our smelters at close to peak amperage. Accordingly, even partial failures of high voltage equipment could affect our production. Disruptions in the supply of electrical power that do not result in production curtailment could cause us to experience pot instability that could decrease levels of productivity and incur losses.

In lateAugust 2023,2025 we announced plans to return Mt. Holly to 100% of its production capacity, and in October 2025, we finalized aan newextended power service agreement with Santee Cooper at our Mt. Holly smelter whichthrough 2031. The extended agreement provides access to sufficient energy to potentially allow Mt. Holly to restartreturn theto remaining 25%100% of its curtailed production capacity. AnyThe potentialdecision futureto restartreturn Mt. Holly to 100% of thisits curtailedproduction capacity willis bebased madeon in the context of then-currentcertain market conditionsassumptions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums. Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also affect the economic viability of restarting the remaining curtailed capacity at Mt. Holly.Holly, and we may decide at any time to discontinue the restart project.

There can be no assurance that we will be able to restart the 25% ofreturn Mt. Holly'sHolly to 100% production that remains curtailed within a projected budget and schedule. In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay a restart or render a restart not feasible. Our ability to finance a restart could also be impacted by our cash position and results of operations. Any delay in the completion of such a project, unexpected or increased costs or inability to fund a restart could have a material adverse effect on our business, financial position, results of operations and liquidity.

From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. For instance, within the past several years, we have undertaken expansion projects at each of our Jamalco, Sebree, Grundartangi, Mt. Holly and Vlissingen facilities. Our ability to complete these projects and the timing and costs of doing so are subject to various risks, many of which are beyond our control. Additionally, the start-up of operations after such projects have been completed is also subject to risk. Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments is subject to a variety of market, operational, regulatory and labor-related factors. For example, we arewere unable to realize the anticipated benefits from our recentprior investments in Hawesville because of the curtailment of that facility in the third quarter of 2022 (and it's eventual sale in February 2026) due to historically high energy costs and declining LME prices. Any failure to complete these projects, or any delays or failure or interruption in our ability to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We receive a significant portion of our revenues and cash flow from our operations in Iceland, we have significant operations in the Netherlands and we own a 55% interest in and operate a bauxite mining and alumina refining business in Jamaica.Jamaica, which we consolidate. These international operations expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability and unrest, challenges in managing foreign operations, increased costs to adapt our systems and practices to those used in foreign countries, taxes, export duties, currency restrictions and exchange, tariffs and other trade barriers, and the burdens of complying with and monitoring a wide variety of foreign laws and regulations. Changes in foreign laws and regulations are generally beyond our ability to control, influence or predict and future changes in these laws and regulations could have a material adverse effect on our business, financial position, results of operations and liquidity.

In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica. We suffered a disruption in our shipments of alumina as the port facility was impacted by the natural disaster, where a portion of the alumina conveyor was damaged. Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing. More recently, while Hurricane Melissa did not cause material damage to Jamalco's operations, we have experienced delays in restoring Jamalco to full production.

Additionally, the unincorporated nature of Jamalco’s joint venture structure is highly complex and atypical when compared to commonly observed legal entity structures across many jurisdictions. This atypical structure may drive unique and special legal, accounting, tax, and/or compliance outcomes, which are complex and difficult to ascertain and analyze. For example, we have determined it was necessary to restate certain of our historical financial statements to reflect full consolidation of Jamalco’s assets rather than Jamalco’s legacy accounting of proportional consolidation. See “Explanatory Note,” Note 1. Summary of Significant Accounting Policies, Note 22. Restatement of Previously Issued Financial Statements and Note 23. Quarterly Financial Data (Unaudited and Restated) to the consolidated financial statements, included in Part II, Item 8 of this Form 10-K, for additional information on the restatement and the related consolidated financial statement effects. We had also previously identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco. For additional information on the foregoing, see Item 9A, "Controls and procedures" and "If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported" below.

As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2023,2024, we identified a material weaknessweaknesses in our internal control over financial reporting related to the application of purchase accounting to our acquisition of Jamalco. This material weakness was remediated in fiscal 2024. However, further material weaknesses were identified as of December 31, 2024 related to information technology general controls and business process controls,controls at Jamalco. The material weakness related to Jamalco's information technology general controls was remediated in fiscal 2025. We identified deficiencies in the design and operating effectiveness of (1) business process level controls at our Jamalco joint venture, including reconciliation controls and insufficient review controls related to inventories, accounts payable, accrued expenses, cost of goods sold and property, plant, and equipment, and (2) financial reporting controls over the consolidation of the Jamalco joint venture. These deficiencies constitute a material weakness in internal control over financial reporting which remains unremediated at December 31, 2025. The material weakness as moreof fullyDecember disclosed31, 2025 led to errors in Itempreviously 9A, “Controls and Procedures." The additional material weaknesses did not cause any misstatements to theissued consolidated financial statements,statements and therefinancial wereresults no changesrelated to previouslya issuedchange financialin results.accounting for our consolidation of Jamalco. We are actively developing remediation plans designed to address the material weaknessesweakness; however, we cannot guarantee that these steps will be sufficient or that we will not have a material weakness in the future. Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, as occurred with respect to the existing material weakness, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operationsoperations.

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

The bargaining unit employees at our Grundartangi, Hawesville, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 59%55% of our total workforce as of December 31, 2024.2025. Our Grundartangi labor agreement wasis effective through December 31, 2024, the Company is currently in negotiations with the labor union on a new agreement.2029. Our Vlissingen labor agreement is effective through December 31, 2025.2026. Our Hawesville and Sebree labor agreementsagreement arewas scheduled to expire April 1, 2026, but on February 13, 2026, we terminated our labor agreement with United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") for former employees at our Hawesville facility. Our Sebree labor agreement is scheduled to expire October 28, 2028, respectively.2028. Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups. Both contracts were effective through December 31, 2023, and Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups. Although the Jamalco contracts expired more than atwo yearyears ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.

Our industrial revenue bonds ("IRBs") and borrowings on our U.S. and Iceland revolving credit facilities as well as the Casthouse Facility and Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk. An increase in interest rates would increase our debt service obligations under our existing debt instruments and potentially any future debt instruments, further limiting cash flow available for other uses. Any increase in interest rates could adversely affect our borrowing costs, financial condition and results of operations.

We account for the Convertible Notes in accordance with U.S. Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”).Options. The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital. Volatility in these measures could adversely affect the trading price of our common stock. If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital. We are required to report diluted earnings per share using an “if-converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

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

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

The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time. We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock. In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Our businesses compete in a global marketplace and are subject to international and domestic trade laws and regulations. The breadth of these laws and regulations continues to expand and evolve. For example, both the European Union and the U.S. impose import tariffs and/or quotas on primary aluminum from certain foreign producers. Our Icelandic and U.S. businesses are currently able to access these respective markets duty-free. AnyThe United States currently imposes tariffs on the importation of aluminum pursuant to Section 232 of the Trade Expansion Act of 1962. While the Section 232 tariffs were not directly impacted by the U.S. Supreme Court's February 20, 2026, decision holding that the President does not have authority under the International Emergency Economic Powers Act (IEEPA) to impose tariffs, any change in U.S. tariff policy directly or indirectly impacting the Section 232 tariffs, or any other change to these import duties,duties in the United States, European Union or European Economic Area, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability. These or other changes in trade laws and regulations could affect the ultimate price we receive for our products, the prices and availability of our raw materials or our ability to access certain markets and could have a material adverse effect on our business, financial position, results of operations and liquidity.

On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding to build a new aluminum smelter in the United States. Since that time, the issuance of certain Executive Orders, including the Unleashing American Energy Executive Order on January 20, 2025, has required an immediate pause in the disbursement of funds appropriated through the Inflation Reduction Act pending a 90-day review period. The Company is currently evaluating this Executive Order and other related memoranda to determine what, if any, impact they might have on or our previously announced DOE funding. If the DOE proceeds with our funding as planned, such funding will additionally remain subject to certain compliance obligations and other terms and conditions.

AsWe previouslycurrently announced,intend that the DOE funding will support the construction of athe new aluminum smelter that we intend to construct, own and operate together with EGA in theInola, Mississippi/OhioOklahoma. River basins, howeverHowever, to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all. We may also seek additional government grants and incentive awards to support construction of the new aluminum smelter and our ability to obtain such additional grants or incentives in the future is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs. The application process for these grants and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives.

Glencore beneficially owns approximately 42.9%36.4% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock.stock. In addition, one of our seven directors is a Glencore employee. During the year ended December 31, 2024,2025, we derived approximately 59.1%54.0% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2025.2026. Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions. Because of the interests described above, Glencore may have substantial influence over our business, and, to the extent of their ownership of our common stock, on the outcome of any matters submitted to our stockholders for approval.

We are a global producer of alumina and primary aluminum with production facilities in the United States. Iceland and Jamaica. Our primary aluminum smelters are concentrated in the U.S. and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a commensurate amount of alumina production. TheWe intend for the majority of our Jamalco off-take isto 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. Carbon anodes are consumed in the production of primary aluminum. Vlissingen supplies carbon anodes to our aluminum smelter in Iceland. Each of our aluminum smelters in the United States produces anodes at on-site facilities.

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,Act (the "IRA"), which provide guidance on rules taxpayers must satisfy to qualify for the advanced manufacturing production tax credit.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 as part of the U.S. Treasury Department's finalization of the regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2024.2025.

InOn May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, 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").Limited. Jamalco is engaged in bauxite mining and alumina refining in Jamaica. The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture. Jamalco has alumina production capacity of approximately 1.4 million tonnes,tonnes. andWe producedrecognized approximatelya 1.1bargain purchase gain of $245.9 million tonnesin connection to the acquisition within the Consolidated Statements of aluminaOperations infor 2024the andyear approximatelyended 1.0December million31, tonnes of alumina in 2023.2024. Refer to Note 2. Acquisition of Jamalco for further information.

In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023. The impact of the equipment failure on gross margin was approximately $30.4 million. 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 actively engaged with our insurance carriers in connection with thisthe equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.

Alumina and electrical power represent the two largest components of our cost of goods sold. As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations. 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 predictable, long-term supply of alumina and achieved increased transparency and control of our supply chain. The average market alumina index price as a percentage of market LME price per tonne was 15% for 2025, 21% for 2024,2024 and 15% for 2023 and 13% for 2022.2023.

Electrical power is our other largest operating cost. Currently, our Hawesville and Sebree plantsplant receivereceives all of theirits electricity requirements under a market-based power agreements.agreement. Market-based energy prices are driven in large part by the price of coal, natural gas, and other fuel sources, weather influenced reservoir or generation levels for wind, solar and hydro production and weather-influenced electric loads. Extreme weather events, such as that experienced in mid-February 2021 throughout the United States, the low rain levels experienced in Nordic regions during winter 2021, 2022 and 2024, can result in low generation, power outages and/or significant increases in demand, which may result in significant increased power costs incurred in our operations. In December 2023 and August 2024, and again a year later, continued dry and cold conditions led the largest hydro energy company to issue partial curtailment orders across their industrial customers, including our Grundartangi smelter. The end of these curtailments remain subject to weather patterns and reservoir levels in Iceland and other factors. Additionally, extreme geopolitical events, such as the on-going Russia-Ukraine conflict, which led to the cut-off of natural gas supply to Western Europe and increased exports of U.S natural gas as result, may result in significant power costs globally.

OurCentury Mt.Aluminum Hollyof plantSouth Carolina, Inc. ("CASC") has a power supply agreement with Santee Cooper that runshas an effective term through December 2026.2031. Under this power supply agreement, 100% of Mt. Holly’s current electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. The contract provides sufficient energy to allow Mt. Holly to operate at full production capacity.

Net sales: Net sales increased by $34.9$307.6 million for the twelve months ended December 31, 2024,2025, compared to the same period in 2023,2024, primarily due to higherfavorable third-partyrealized LME and regional price premiums of $415.9 million, partially offset by decreased third party alumina sales of $125.5$54.6 million attributable to a full year of Jamalco operations and higher LME and regional premium price realizations of $6.0 million. These changes are offset by unfavorable aluminum volume and sales mix of $96.6$107.4 million due to lower shipments from Mt. Holly and Grundartangi and lower realized premiums for value-added products.million.

Selling, general and administrative expenses: Selling, general and administrative expenses increased $12.5by $23.1 million infor 2024the twelve months ended December 31, 2025 2025 compared to 2023,the same period in 2024, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year and engineering costs associated with evaluating a new smelter project.year. See Note 14. Share-based compensation to the consolidated financial statements included herein for additional information.

Net gain (loss) on forward and derivative contracts: In- 2024,nonaffiliates wechanged recognizedby gains of $2.0$97.2 million for the twelve months ended December 31, 2025 compared to lossesthe ofsame $61.8 millionperiod in 20232024, primarily drivendue byto loweran settlements on the Nord Pool contracts than expectedincrease in 2023.volumes and fluctuations in forward prices related to MWP and LME hedges. See Note 20. Derivatives to the consolidatedConsolidated financialFinancial statementsStatements included herein for additional information.

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, and recognized $245.9 million for the year ended December 31, 2024.

Income tax (expense) benefit: We have a valuation allowance recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2024.2025. We recognized $3.2 million incomeIncome tax expense indecreased 2024by as$16.3 million for the twelve months ended December 31, 2025 compared to anthe incomesame tax benefit of $14.6 millionperiod in 2023. The period-to-period change is2024, primarily relateddriven toby foreign resultschanges in the currentjurisdictional period.mix of earnings on a year-over-year basis. See Note 16. Income Taxes to the consolidatedConsolidated financialFinancial statementsStatements included herein for additional information.

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months. As of December 31, 2024,2025, we had unrestricted cash and cash equivalents of approximately $32.9$134.2 million and unused availability under our revolving credit facilities of $211.6$283.8 million (including $80.0 million under the Vlissingen Facility Agreement referred to below).million. Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $244.5$418.0 million as of December 31, 2024.2025. Our liquidity position at December 31, 2025 does not reflect the receipt of $200.0 million in cash and restricted cash proceeds from the sale of Hawesville or the termination of the $8.1 million letter of credit under our U.S. revolving credit facility on February 2, 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.

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. 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.

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. Grundartangi’s other potline remains unaffected and in full production. We expect that losses arising from this event, less applicable deductibles, will be covered under our insurance policies. As of MarchJune 31,30, 2026, we have received $37.0$83.1 million in insurance recoveries related to the equipment failure. In AprilJuly 2026, we received an additional $46.1$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 currently expected by the end of Julythe 2026.third quarter.

In February 2025, President Trump issued a new Presidential Proclamation directing the tariff rate on imported primary aluminum to be increased from 10% to 25% and for all existing country exemptions or product exclusion to be ended, in each case effective March 12, 2025. 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,increased, which has had a material positive impact on our financial position and results of operations.

In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023. The impact of the equipment failure on gross margin was approximately $30.4 million. 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. WeIn areJuly engaged2026, withwe ourentered insuranceinto carriersa settlement agreement and expect to receive $9.7 million, net of deductibles, in connection with an insurance claim related to the equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.failure.

We saw an increase in the pricing of aluminum through the firstsecond quarter of 2026 attributable to increases in the LME, MWP and EDPP. The LME and MWP. The average MWP pricescontinued haveto 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, geopolitical events, 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.

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 MarchJune 31,30, 20252026 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. See Note 1. General, for additional information.

Net sales increased by $15.3$102.9 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended March 31, 2025,2026, primarily driven by favorablean realizedincrease in the LME and in realized regional price premiums of $193.7$80.5 million, unfavorablefavorable volume and sales mix of $142.5$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 $36.8$11.1 million.

Gross profit increased by $28.2$109.1 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended DecemberMarch 31, 2025,2026, primarily attributable to an increase in the LME and in realized regional price premiums of $76.6$80.5 millionmillion, driven by increases in the Midwest premium, lower operating costs of $6.2 million attributable to annual employee benefits, partially offset by unfavorablefavorable power price realization of $35.7$34.3 million due to extreme winterimproved 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 $21.8$1.8 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.million.

Gross profit increased by $61.5$255.8 million for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, primarily due to favorable metal price realization of $193.7$457.4 million, partially offset by unfavorable raw material price realization of $41.1$80.9 million, unfavorable volume and sales mix $47.2$56.3 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure, higherunfavorable power price realization of $39.5$55.3 million due to extreme winter weather in the United States in the current period,million, and higher other operating costs of $4.8$33.4 million related to the Mt. Holly restart.

Selling, general and administrative expenses increaseddecreased by $13.3$9.9 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended March 31, 2025,2026, primarily driven by increaseddecreased share-based compensation costs attributable to higherlower share price, increasedreduced professional services,fees related to the sale of Hawesville, which occurred in the first quarter of 2026, and higherfurther decreased by the annual incentive compensation recorded during the prior period.

NetSelling, loss on forwardgeneral and derivativeadministrative contracts - nonaffiliatesexpenses increased by $21.8$15.2 million for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended DecemberJune 31,30, 2025. The difference was2025, primarily driven by anincreased increaseshare-based incompensation thecosts forwardattributable pricesto higher share price and professional fees related to MWPthe andsale LMEof hedges.Hawesville.

Net loss on forward and derivative contracts - nonaffiliates increasedfavorably changed by $59.9$72.4 million to a net gain for the three months ended June 30, 2026 compared the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.2026. The difference was primarily driven by an increase in volume of and fluctuations in the forward prices related to MWP, LME,MWP and Indiana HubLME hedges.

Gain on sale of Hawesville was $287.9 million for the threesix months ended MarchJune 31,30, 2026 from our sale completed February 2, 2026. See Note 4. Sale of Hawesville to the consolidated financial statements included herein for additional information.

Gain on insurance proceeds net was $33.0$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. See Note 13. Commitments and Contingencies to the consolidated financial statements included herein for additional information.

Income tax (expense) benefit

Income tax expense decreasedincreased $0.2by $10.3 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended March 31, 2025.2026. The decreaseincrease was primarily driven by changes in the jurisdictional mix of earnings on a year-over-yearquarter-over-quarter basis. See Note 5. Income Taxes to the consolidated financial statements included herein for additional information.

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 MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $244.1$343.4 million and unused availability under our credit facilities of $278.8$396.7 million, after consideration of our outstanding borrowings and letters of credit. As of MarchJune 31,30, 2026, we additionally had restricted cash of $89.5$46.3 million of which $44.8 million represents funds from the sale of Hawesville, of which $88.1 million represents fundsHawesville that are restricted tofor be useduse on capital expenditures or otherwise invested in our business. Our available cash and cash equivalents, restricted cash from the sale of Hawesville,cash, and unused availability under our revolving credit facilities comprise our liquidity position, which was $611.0$784.9 million as of MarchJune 31,30, 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.

Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S. revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base but not less than $17.9 million. We intend to maintain availability to comply with these levels any time we would not meet the ratio, which could limit our ability to access the full amount of our availability under our U.S revolving credit facility. Our Iceland revolving credit facility contains covenants that require Grundartangi to maintain a minimum equity ratio. 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 MarchJune 31,30, 2026, we and our subsidiaries were in compliance with all such covenants or maintained availability above such covenant triggers.

Our available cash and cash equivalents balance at MarchJune 31,30, 2026 was $244.1$343.4 million, excluding restricted cash of $89.5$46.3 million, of which $88.1$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.

Net cash provided by operating activities wereincreased relatively consistent forduring the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 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 lowerhigher productioninventory fromvalue theand Grundartangitiming equipmentof failureshipments, and higher outstanding receiptsreceivables at current period end driven by higher sales prices, offset by insurance proceeds received for the Grundartangi equipment failure.prices.

The change in net cash provided by in investing activities during the threesix months ended MarchJune 31,30, 2026 compared to the threenet cash used in investing activities during six months ended MarchJune 31,30, 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 decreaseincrease in net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 was primarily due to lowerhigher net repayments on our revolving credit facilities, partially offset bythe defeasance of the Hawesville Industrial Revenue Bonds and payment of withholding taxes on share-basedincentive compensation.compensation, partially offset by lower repayments under the Grundartangi casthouse debt facility.

In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015. Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. 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 MarchJune 31,30, 2026 or during the years ended 2025, 2024, and 2023. As of MarchJune 31,30, 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.

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 the previously disclosed new aluminum smelter together with EGA in Inola, Oklahoma.

Capital expenditures paid for the threesix months ended MarchJune 31,30, 2026 were $74.8$134.4 million. We estimate our total capital spending in 2026 will be approximately $170$180.0 to $180$190.0 million, related to our ongoing investment and sustainability projects at our plants. This amount includes $70$70.0 to $80$80.0 million related to repairs at Grundartangi that we expect to be reimbursed by insurance, approximately $50$50.0 million representing investments related to the restart of operations at Mt. Holly and approximately $25$20.0 to $30$25.0 million representing investments in our Jamalco facility.

The Company haspreviously filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the SEC pursuant to which the Company may,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 MarchJune 31,30, 2026, we havehad 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.

As of MarchJune 31,30, 2026 and December 31, 2025, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $80.3$102.9 million and $72.9 million, respectively,respectively and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $519.2$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.