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

We are engaged in a highly competitive industry and compete in the production and sale of aluminum rolled and extruded products with a number of other producers, some of which are larger and have greater financial and technical resources than we do. As a result, these competitors may have an advantage over us in their abilities to research and develop technology, pursue acquisitions, investments and other business opportunities, market and sell their products and services, capitalize on market opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse industry or economic conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a competitive advantage. Further, an existing or new competitor may add or build new capacity, which could increase competitive pressure in our markets. New competitors could emerge within aluminum, steel, or other materials,materials that may seek to compete in our industry. Emerging or transitioning markets in regions with abundant natural resources, low-cost labor and energy, and lower environmental and other standards may pose a significant competitive threat to our business. Moreover, technological innovation is important to our customers who require us to lead or keep pace with new innovations to address their needs. If we do not compete successfully, our market share, sales volumes and financial position, results of operations and cash flows may be negatively impacted.

Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials, for various applications. Higher aluminum prices relative to alternative materials may make aluminum products less competitive. Environmental and other regulations may also make our products less competitive as compared to materials that are subject to fewerless onerous regulations. Customers in our end-markets use and continue to evaluate the further use of alternative materials to aluminum in order to reduce the weight and increase the efficiency of their products. The willingness of customers to accept substitutions for aluminum,aluminum could materially adversely affect our financial position, results of operations and cash flows.

Economic downturns in regional and global economies, or a prolonged recession in our principal industry segments, have had a negative impact on our operations in the past by reducing overall demand for our products, and could in the future have a negative impact on our future financial condition or results of operations. Similarly, geopolitical tensions, instability, conflicts, and wars, such as the conflict between Russia and Ukraine, terrorist acts and tensions between nation states can affect the normal and peaceful course of international relations and can have an adverse impact on the economy and our financial condition.

We are generally are subject to financial, political, economic, regulatory and business risks in connection with our global operations, including risks relating to:

•changes in international governmental regulations,regulations and otherlaws foreignof trademultiple restrictions and laws,jurisdictions, including those relating to taxes, employment andemployment, repatriation of earnings and foreign trade restrictions;

•high rates of,of excessive, sustained or prolonged inflation;

•public health crises, epidemics and pandemics,pandemics; such as COVID-19;and

The occurrence of any of these events could cause our costs to rise, limit growth opportunities, have a negative effect on our operations and financial results, as well as on our ability to plan for future periods. Similarly, if any of our customers or suppliers are similarly impacted, we could be indirectly impacted, and our operations and financial results could be adversely affected. In addition, any of the above events may be heightened due to the ongoing conflict between Russia and Ukraine and other armed and international conflicts and geopolitical tensions. The duration, intensity and consequences of such conflicts and tensionsimpacts are uncertain and unpredictable, and we may not be able to adequately foresee or mitigate events that could disrupt and have a negative impact on our operations. Moreover, their continuation is likely to contribute to further instability in the global economy, financial markets, and supply chains.

SignificantShifts tariffsin andinternational trade policies, imposition or increase of tariffs, or other restrictive trade measures, including recently announced U.S. tariffs on aluminum,measures could adversely affect our business, results of operations, financial position and cash flows.

ThereWhile we continue to take steps to mitigate potentially unfavorable impacts of the current trade environment, there is no assurance, however,assurance that we will be successful in mitigatingdoing the effects on us of increased trade regulationso in the currentevolving environment.landscape. SuchWe intend to continue to assess the full implications of tariffs and other trade barriers on the global aluminum market and their likely impact on our business. Changes in tariff law and policy might require us to reconsider or seek to renegotiate our commercial agreements with suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our products. Any or all of these actions could adversely affect our business, financial condition, results of operations and cash flows.

Our operations use natural gas and electricity, which represent a large component of our cost of sales, after metal, labor costs, and depreciation. We typically purchase the majority of our natural gas and electricity requirements on a forward basis under fixed price commitments orand long-term physical supply contracts with supplierssuppliers, which providesprovide increased visibility on costs. However, the volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects our operating costs. Fuel and utility prices are affected by factors outside our control, such as supply and demand in both local and regional marketsmarkets, as well as governmental regulation,regulation (including evolving climate change regulation), imposition of taxes on energy and costs associated with CO2 emissions,emissions. which costs could be significantly impacted during times of economic and political instability, and excessive inflation.WeWe are a significant purchaser of energy and existing and future regulations relating to the emissions by our energy suppliers could result in materially increased energy costs for our operations, particularly during periods of excessive or prolonged inflation,operations which we may be unable to pass through to our customers. Although we have secured a large part of our near-term natural gas and electricity supply under fixed price commitments orand annual or multi-year physical supply contracts with suppliers, future increases in fuel and utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have an adverse effect on our financial condition, results of operations and cash flows.

Prices for the raw materials we require are subject to continuous volatility and may increase from time to time. The overall price of primary aluminum consists of several components: (1i) the underlying base metal component, which is typically based on quoted prices from the LME; (2ii) the regional premium, which represents an incremental price over the base LME component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal sold in the United States or the Rotterdam premium for metal sold in Europe); and (3iii) the product premium, which represents a separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity. Each of these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors, including the global aluminum supply and demand of aluminum.demand. Regional premiums tend to vary based on the supply and demand for metal in a particular region, changes in tariffs and associated warehousing and transportation costs. Product premiums generally are a function of supply and demand as well as production and raw material costs for a given primary aluminum shape and alloy combination in a particular region. Raw materials used in our products include alloying elements, such as copper, lithium, magnesium, manganese, silicon, zinc,silver or copper.zinc. Prices for these alloying elements are subject to constant volatility and,and may increase significantly from time to time.

Sustained high raw material prices, increases in raw material prices, the inability to meaningfully hedge our exposure to such prices, or theThe inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs to our customers,customers or the inability to meaningfully hedge our exposure to such prices could have a material adverse effect on our business, financial condition, and results of operations and cash flow.flows. In addition, although our sales are generally made on a "margin over metal (aluminum) price" basis, if aluminum prices or those of the alloying elements we purchase increase, we may not be able to pass on the entire increase to our customers. There could also be a time lag between when changes in metal prices under our purchase contracts are effective and the point when we can implement corresponding changes under our sales contracts with our customers. As a result, we may be exposed to the effects of fluctuations in raw material prices, including aluminum, due to this time lag. Further,In although mostsome of our contracts allow us to substantially pass through aluminum prices to our customers, we have certain contracts that are based on fixed pricing, where pass-through is not available. Similarly, in certain contracts we may have ineffective pass-through mechanisms related to regional premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or other costs. We attempt to mitigate these risks through hedging and by improving the pass-through mechanisms, but we may not be able to successfully reduce or eliminate all of the resulting impact, including higher operating costs, which could have a material adverse effect on our financial results and cash flows.

Our operations are capital intensive. We may not generate sufficient operating cash flows and our external financing sources may not be available in sufficient amounts to enable us to make anticipated capital expenditures, or to complete them on a timely basis. If we are unable to, or determinedetermined not to, complete our expected investments, or such investments are delayed, we will not realize the anticipated benefits of such investments. In addition, if we are unable to make investments, or if we delay investments for upgrades and repairsrepairs, or purchase new plants and equipment, our financial condition and results of operations could be materially adversely affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, operational disruptions, reduced production capacity, and other competitive factors. Customer demand for our products produced on new investments may be slow to materialize, and new equipment may not perform to our expectations. These factors could adversely affect our results of operations.

In addition, being at the forefront of technological development is important to remain competitive. We have invested in,in and are involved with several technology and process initiatives. Several technical aspects of certain of these initiatives are still unproven and the eventual commercial outcomes and feasibility cannot be assessed with any certainty. Even if we are successful with these initiatives, we may not be able to bring them to market as planned before our competitors or at all, and the initiatives may end up costing more than expected. As a result, the costs,costs and benefits from our investments in new technologies and their impact on our financial results may vary from present expectations. Further, we have undertaken and may continue to undertake strategic growth, streamlining and productivity initiatives and investments to improve performance. We cannot be certain that these initiatives will be completed or that they will have their intended benefits. Capital investments in debottlenecking or other organic growth initiatives may not produce the returns we expect at the time of committing to the investment.

We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts to meet ESGsustainability targets or standards or to enhance the sustainability of our businesses may not meet the expectations of our stakeholders or regulators.

From time to time, our business has been and may continue to be impacted by severe weather conditions, which can cause floods and other natural disasters and result in outages, supply or logistics delays, disruptions and shortages, as well as damage to our plants, machinery and equipment and the risk of physical harm to our personnel and others. The severity and frequency of such events, which can adversely impact our operations and financial condition, may be exacerbated by climate change. In addition, climateClimate change is a focus of many governments and has led to new laws and regulations and further proposed legislative and regulatory initiatives in many of the countries in which we, our suppliers and customers operate. There are also ongoing changes in theSuch legal and regulatory environment with respect to ESG and climate change matters whichinitiatives are subject to changeschanges, inas governmental policies relating to such issues.Asissues evolve. As changes are implemented, existing and new or revised laws and regulations in this area could directly and indirectly affect us, our customers, and suppliers, including by increasing the costs of production or impacting demand for and the price of certain products. TheseChanges in law or government policy may also have the effect of changing the expected timing of projects or initiatives resulting from changes in law or governmental policy.initiatives.

Compliance with any new laws or regulations or differing interpretations of existing laws,laws could also require additional capital and other expenditures by us orus, our customers or suppliers. We rely on natural gas, electricity, fuel oil and transport fuel to operate our facilities. We are also subject to environmental reviews, investigations, and remediation by relevant governmental authorities from time to time. Any increase in the direct or indirect costs of these energy sources in response to new laws and regulatory requirements could be passed through to us, our customers, and suppliers, which could also have a negative impact on our financial condition and profitability.

In addition, some of our shareholders, investors, customers, or those considering such a relationship with us, may evaluate our business or other practices according to a variety of ESGsustainability targets, standards and expectations. Further, we define our own corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders. As a result, our efforts to conduct our business in accordance with some or all of these targets, standards and expectations (and applicable laws and regulations) may involve trade-offs and may not satisfy all stakeholders. Some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders may also have different views on the relative prioritization of the Company's sustainability focus, including differing views of regulators in various jurisdictions in which we operate. Our policies and processes to evaluate and manage ESGsustainability targets and standards in coordination with other business priorities may not prove completely effective. AsAny afailure, result,or weperceived mayfailure, faceby regulatory,us to achieve our goals, further our initiatives, adhere to our public statements, comply with local or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could prompt public, investor, media,regulatory scrutiny, or publicresult scrutinyin thatlegal mayand regulatory proceedings against us, any of which could materially adversely affect our business, ourreputation, results of operations, or our financial condition.condition and stock price.

•making substantial capital investments sufficient to repair, maintain, upgrade, and expand our facilities and equipment. Notwithstanding our ongoing plans and investments to increase our capacity, we may not be able to maintain our production capacity or expand it quickly enough to meet our customer requirements;

•unplanned business interruptions caused by events such as explosions, fires, inclement weather, floods and other natural disasters, pandemics,pandemics or other public health crises, economic and political instability and unrest, wars, accidents, equipment failure and breakdown, IT systems and process failures, electrical blackouts or outages, transportationtransportation, and,and global and regional supply interruptions. Any such event or incident at or in proximity to one or more of our manufacturing facilities or which otherwise affects our business and operations could cause substantial losses or delays in our production capacity, increase our operating costs, and have a negative financial impact on the Company and our customers. Business and operational interruptions may also harm our reputation among actual and potential customers, and the reputation of our customers;

Our customer contracts and related arrangements are subject to renewal, renegotiation, or re-pricing at periodic intervals or, in some cases, upon changes in competitive and regulatory supply conditions. Some of our customer contracts also provide termination rights to our customers,customers or may have provisions that may become less favorable to us over time. If we fail to successfully renew or renegotiate customer contracts or arrangements, negotiate improved terms, or if we are not successful in replacing business lost from such customers, then our results of operations, financial condition and cash flows could be materially adversely affected. Similarly, any material deterioration in, or termination of, these customer relationships could result in a reduction or loss in sales volume or revenue which could materially adversely affect our results of operations, financial condition, and cash flows.

The ability of large customers to exert leverage in the market to reduce the pricing for our aluminum products,products could materially adversely affect our financial position, results of operations and cash flows. In addition, customers in our end-markets, including the packaging, automotive, and aerospace sectors, may consolidate and grow in a manner that could affect their relationships with us. For example, ifIf our customers become larger and more concentrated, they could exert financial pressure on all suppliers, including us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases. If we are forced to reduce or maintain prices or reduce volumes of production during periods of increased costs, or if we lose customers because of consolidation, pricing or other methods of competition, our financial position, results of operations and cash flows may be adversely affected. If as a result of consolidation in our industry, our competitors are able to exert financial pressure on suppliers, obtain more favorable terms or otherwise take actions that could increase their competitive strengths, our competitive position may be materially adversely affected.

We are dependent on a limited number of suppliers for a substantial portion of our aluminum supply and general stability in the primary and scrap aluminum markets, and a failure to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, and/or adverse changes in the primary and scrap aluminum market dynamic, may adversely affect our results of operations, financial condition, and cash flows.

Our ability to produce competitively priced aluminum products depends on our ability to procure competitively priced aluminum in a timely manner and in sufficient quantities to meet our production needs. We have supply arrangements with a limited number of suppliers for aluminum. Increasing aluminum demand levels and reduced availability have caused regional supply constraints in the industry and further increases in demand and capacity limitations could exacerbate these issues, particularly during periods of economic and political instability and conflict. We maintain annual and multi-year contracts for a majority of our supply requirements and depend on spot purchases for the remainder of such requirements. There can be no assurance that we will be able to renew or obtain replacements for such contracts. Additionally, if any of our key suppliers isare unable to deliver sufficient quantities on a timely basis, our production may be disrupted, and we could be forced to purchase primary metal or other raw materials from alternative sources, which may not be available in sufficient quantities or may only be available on terms that are less favorable to us and could also impact our overall sustainability targets. An interruption in key supplies required for our operations could have a material adverse effect on our ability to produce and deliver products on a timely or cost-efficient basis and therefore on our financial condition, results of operations and cash flows. Moreover, a significant downturn in the business or financial condition of our significant suppliers exposes us to the risk of delays in supply or default by the supplier on our contractual agreements.

We use a large amount of aluminum scrap for our operations and acquire our scrap inventory from numerous sources. Our suppliers are generally not bound by long-term contracts and have no obligation to sell aluminum scrap to us. As an example, a decrease in the supply of used beverage cans ("UBCs") could negatively impact our supply of aluminum. In addition, when using recycled material, we benefit from the difference between the price of primary aluminum and aluminum scrap.

Consequently, if this difference narrows and/or if the primary aluminum price were to decrease for a considerable period of time or if an adequate supply of aluminum scrap is not available to us, we would be unable to recycle metals at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected.

In addition, we use certain alloying elements for our operationsoperations, and the production of such alloying elements is highly concentrated in certain countries. The suppliers of alloying elements are not bound by long-term contracts and have no obligation to sell products to us. The availability and price exposure of alloying elements hashave beenexperienced negativelynoticeable impactedvolatility since late 20202020, and this could continue in the future. This is also driven by government policy changes in countries like China, for example, where these alloying elements are produced. Consequently, if prices increase for a considerable period of time or if an adequate supply of alloying elements is not available to us, we would be unable to produce aluminum at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected.

Our success depends, in part, on the efforts of our senior management and other key employees. These individuals, including our Chief Executive Officer, Chief Operating Officer,Officer and Chief Financial Officer, possess sales, marketing, engineering, technical, manufacturing, financial and administrative skills that are critical to the operation of our business. If we lose or suffer an extended interruption in the services of one or more of our senior officers or other key employees, or the cost of labor significantly increases, our ability to operate and expand our business, improve our operations, develop new products, and, as a result, our financial condition, and results of operations,operations may be adversely affected. Moreover, the hiring of qualified individuals is highly competitive in our industry, which may be impacted by labor shortages, and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees. Further, the failure to retain or provide adequate succession plans for key personnel could adversely affect our operations and competitiveness.

A significant number of our employees are represented by unions or equivalent bodies or are covered by collective bargaining or similar agreements that are subject to periodic renegotiation. Although we believe that we will be able to successfully negotiate new collective bargaining agreements when the current agreements expire, these negotiations may not prove successful,successful and may result in a significant increase in the cost of labor or may break down and result in the disruption or cessation of our operations. In addition, from time to time, we may experience labor disputes and work stoppages at our facilities, which may or may not be in connection with collective bargaining agreement negotiations. Reasons for stoppages include disapproval of governmental measures, solidarity with a dismissed employee, wage claims, protests against working conditions and/or strikes. These disruptions can have a duration ranging from hours to weeks. Existing collective bargaining agreements may not prevent a strike or work stoppage at our facilities. Any such stoppages or disturbances may adversely affect our financial condition and results of operations by preventing or limiting plant production and adversely affecting sales volumes, profitability, and operating costs.

We have a significantmaterial amount of indebtedness.indebtedness, To service such debt,which we requireare arequired significantto amount of cash.manage. We believe that the cash provided by our operations or future borrowings will be sufficient to provide for our cash requirements for the foreseeable future. However, our ability to satisfy our obligations depends on our future operating performance and financial results, which are subject, in part, to factors beyond our control, including interest rates and general economic, financial, and business conditions. We cannot be certain that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

•reducing the availability of our cash flow to fund working capital, capital expenditures, research and developmentR&D efforts and other general corporate purposes;

We purchaseenter andinto sellderivative forwards,financial futures and, from time to time, options contractsinstruments as part of our efforts to reduce our exposure to changes in currency exchange rates, aluminum prices and other raw materials and energy prices. If we are unable to enter into such derivative instruments to manage those risks due to the cost or availability of such instruments or other factors, or if we are not successful in passing through the costs of our risk management activities, our results of operations, cash flows and liquidity could be adversely affected. Our ability to realize the benefit of our hedging program is dependent upon many factors, including factors that are beyond our control. For example, our foreign exchange hedges are scheduled to mature on the expected payment date by the customer; therefore, if the customer fails to pay an invoice on time and does not warn us in advance, we may be unable to reschedule the maturity date of the foreign exchange hedge, which could result in an outflow of foreign currency that will not be offset until the customer makes the payment. We may realize a gain or a loss in unwinding such hedges. In addition, our metal-price hedging program depends on our ability to match our monthly exposure to sold and purchased metal, which can be made difficult by seasonal variations in metal demand, unplanned changes in metal delivery dates by us, our suppliers, or our customers and other disruptions to our inventories. We may also be exposed to losses if the counterparties to our derivative instruments fail to honor their agreements.

The following discussion and analysis is based principally on our audited Consolidated Financial Statements prepared under U.S. GAAP as of December 31, 2024 and 2023, and for the three years in the period ended December 31, 2024 included elsewhere in this Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and liquidity. The following discussion is to be read in conjunction with our audited Consolidated Financial Statements prepared under U.S. GAAP and the notes thereto, which are included elsewhere in this Annual Report.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report. See in particular "Special“Forward-Looking NoteStatements” about Forward-Lookingand

Amounts presented in the audited Consolidated Financial Statements are expressed in millions of U.S. dollars, except as otherwise stated. Shipments are expressed in thousands of metric tons. Amounts may not sum due to rounding.

For the year ended December 31, 2024,2025, our operating segments represented the following percentages of total Revenue and totalSegment Adjusted EBITDA:

General economic and market conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, the rapid development of technology, interest rates, exchange rates and currency devaluation or revaluation influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes and prices that can be charged. We attempt to respond to the variability of economic conditions through the terms of our contracts with our customers andas well as cost control.

Geopolitical and economic instability, including tariffs, trade wars, armed conflicts and sanctions, continue to generate volatility and disruption in global and regional economies. While it is difficult to predict the impact of these events, we continuously monitor them and will develop contingency plans and counter measures as necessary to seek to address adverse effects or disruptions to our operations as they arise.

The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional premiums can be volatile. Our business model aims to pass through aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price neutrality.

Aluminum prices have risen in 2025, especially in the U.S. following the tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum infor the years ended December 31, 2024, 20232025 and 20222024 are presented below.

The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production volumes will generally result in lower per unit costs.costs due to the fixed costs structure of our operations. Higher volumes sold will generally result in additional revenue and associated profitability. Demand trends across key sectors — aerospace, packaging and automotive — contribute to our production planning. Seasonal fluctuations and macroeconomic conditions are important factors in volume variability.

Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as costs related to temporary labor. During our seasonal peaks and the summer months, we have historically increased our temporary workforce to compensate for increased volume of activity and for vacation schedules. Personnel costs generally increase and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher inflation.

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic, Slovakia, Spain, Mexico, Canada and China. As such, we are exposed to transaction and translation impacts. Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year sales agreements in U.S. dollars by euro-functional currency entities, we have typically entered into derivative contracts to forward sell U.S. dollars to match these future sales. With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge accounting is not applied to such ongoing commercial transactionstransactions. and therefore theThe mark-to-market impact associated with these transactions is therefore recorded in Other Gains and Losses - net. Translation impacts result from the translation at each period of the results of functional currency entities other than U.S. dollar into our reporting currency, the U.S. dollar.

Results of Operations for the yearsyear ended December 31, 20242025 and 20232024

For the year ended December 31, 2024,2025, revenueRevenue decreasedincreased 6%15% to $7,335$8,449 million from $7,826$7,335 million for the year ended December 31, 2023.2024. This decreaseincrease reflected a decrease inhigher shipments and lowerhigher revenue per ton.ton, including higher metal prices.

For the year ended December 31, 2024,2025, sales volumes decreasedincreased 4% to 1,4381,495 kt from 1,4921,438 kt for the year ended December 31, 2023.2024. This decreaseincrease reflected a 4%1% decrease in volumes for A&T, stablea 6% increase in volumes for P&ARP and a 17% decrease instable volumes for AS&I.

For the year ended December 31, 2024,2025, costCost of sales decreasedincreased 6%14% to $6,397$7,262 million from $6,771$6,397 million for the year ended December 31, 2023.2024. This decreaseincrease in costCost of sales was primarily driven by aan 7%18% decreaseincrease in raw materials and consumables used dueprimarily toas lowera volumes,result partially offset byof higher metal prices.prices and higher sales volumes.

For the year ended December 31, 2024,2025, sellingSelling and administrative expenses decreasedincreased 1%6% to $313$332 million from $317$313 million for the year ended December 31, 2023.2024. The decreaseincrease reflectedwas primarily a decrease in in labor costs, offsetdriven by an increase in corporatelabor transformationcosts, projects.partially offset by lower headcount.

For the year ended December 31, 2024,2025, researchResearch and development expenses decreasedincreased 6%4% to $49$51 million from $52$49 million for the year ended December 31, 2023.2024. This decreaseincrease reflectedwas primarily adriven decreaseby an increase in non-laborlabor costs.costs and the impact of foreign exchange translation.

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:

Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted and/or committed commercial and commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these derivatives are recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted and/ or committed transactions which are not yet accounted for.

Changes in realized and unrealized gains or/ (losses) on derivatives for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 primarily reflected the fluctuation in metalforeign prices.exchange, Changespartially inoffset unrealized gains and losses on derivatives for the year ended December 31, 2024 as compared to the year ended December 31, 2023 reflectedby the fluctuation in foreign exchange rates and metalcommodity prices.

The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial statements prepared under U.S. GAAP at MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025 and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and our unaudited interim condensed consolidated financial statements at MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025 which are included in this Quarterly Report.

Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and general industrial end-markets. At MarchJune 31,30, 2026, the Group operated 2423 manufacturing facilities, 3 R&D centers and 3 administrative centers. The Group has approximately 11,500 employees.

Constellium delivered strong results in the firstsecond quarter despite uncertainties on the macroeconomic and geopolitical fronts. During the quarterquarter, we benefited from currentstrong operational focus, cost control and improved market dynamics, including supply shortages of automotive rolled products,an improved aerospace and transportation, industry and defense (TID) environment, andsupply favorableshortages scrapof andautomotive metalrolled dynamicsproducts in North America.America and strong recycling performance in both North America and Europe. During the quarterquarter, we returned $28$20 million to shareholders through the repurchase of 1.2623 millionthousand shares. WhileEven uncertainties persist onthough the macroeconomiccurrent andlandscape geopoliticalremains fronts,volatile, we like our end market positioningpositioning, and we are optimistic about our prospects for the remainder of this year and beyond. Our focus remains on executing on our strategy, driving operational performance, controlling costs, maintaining commercial and capital discipline, generating free cash flow and increasing shareholder value.

For the three and six months ended MarchJune 31,30, 2026, our segments represented the following percentages of total Revenue and total Adjusted EBITDA:

During the first three months ended March 31, 2026, we continued to monitor geopolitical and economic instability, globally. During the firstsecond quarter of 2026, there was continued uncertainty related to tariffs and trade conditions, and their short and long-term impacts on the Company. In April 2026, further updates and clarifications were released by the U.S. government surrounding tariff rates and assessment value on imported aluminum products, and the Company continues to monitor the potential impacts to its business. Global and regional economies continue to be impacted by armed conflicts, sanctions, and volatility. In particular, ongoing geopolitical tensions and military conflicts in the Middle East, including the ongoing conflict involving the United States, Israel and Iran, have caused, and may continue to result in, higher fuel and energy prices. While it is difficult to predict the impact of these events, we continuously monitor them and will develop contingency plans and counter measurescountermeasures as necessary to seek to address adverse effects or disruptions to our operations as they arise.

•Aerospace demand has stabilizedimproved. followingThe thedestocking sharpof recoveryaluminum post-COVIDproducts althoughin the supply chain also continues to experience destocking of aluminum products.ease. We continue to believe that the long-term trends of increased passenger air traffic and fleet replacements with newer and more fuel efficient aircraft, along with new military and space programs, will help support favorable long-term demand conditions.

The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional premiums can be volatile. Our business model aims to pass through primary aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price neutrality.

Aluminum prices have risen sharply since 2025, especially in the U.S. following the Section 232 of the Trade Expansion Act of 1962 tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the three and six months ended MarchJune 31,30, 2026 and 2025 are presented below.

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic, Slovakia, Spain, Mexico, CanadaMexico and China.Canada. As such, we are exposed to transaction and translation impacts.

Results of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, Revenue increased 24%31% to $2,461$2,748 million from $1,979$2,103 million for the three months ended MarchJune 31,30, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by lower shipments.

For the three months ended MarchJune 31,30, 2026, sales volumes decreased 1% to 370381 kt from 372384 kt for the three months ended MarchJune 31,30, 2025. This decrease reflected a 3%4% decrease in volumes for P&ARP and a 3% decrease instable volumes for AS&I, partially offset by a 18%21% increase in volumes for A&T.

For the three months ended MarchJune 31,30, 2026, Cost of sales increased 19%23% to $2,041$2,268 million from $1,716$1,840 million for the three months ended MarchJune 31,30, 2025. This increase in Cost of sales was primarily driven by ana 28% increase in raw materials and consumables used primarily as a result of higher metal prices.

For the three months ended MarchJune 31,30, 2026, Selling and administrative expenses increased 24%15% to $97$101 million from $78$88 million for the three months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase in higher labor costs.costs and costs associated with corporate transformation projects.

For the three months ended MarchJune 31,30, 2026, Research and development expenses wereincreased stable17% atto $13$14 million comparedfrom to$12 million for the three months ended MarchJune 31,30, 2025. This increase was primarily driven by an increase in labor costs.

Changes in realized and unrealized gains / (losses) on derivatives for the three and six months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 primarily reflected the fluctuation in commodity and energy prices.

For the three months ended MarchJune 31,30, 2026, Finance costs, net increasedwere $1relatively millionstable or 4% toat $28 million fromcompared $27to $29 million for the three months ended MarchJune 31,30, 2025 as a result of foreign exchange translation.2025.

For the three months ended MarchJune 31,30, 2026 and 2025, Income tax was an expense of $76$66 million and $24$20 million, respectively. For the six months ended June 30, 2026 and 2025, Income tax was an expense of $142 million and $44 million, respectively. Our effective tax rate was 27.9%30.8% and 38.8%35.7% of income before tax for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our effective tax rate was 29.1% and 37.6% of income before tax for the six months ended June 30, 2026 and 2025, respectively.

The differencedifferences between the statutory tax rate of 25.8% and the effective tax rate for the three and six months ended MarchJune 31,30, 2026 and 2025 includesinclude an estimateestimates of the temporary2026 surtaxand 2025 surtaxes in France, the Base Erosion Anti Abuse Tax in the United States, and is impacted by the geographical mix of the income before tax results and the effects of certain jurisdictions where a full valuation allowance is recorded.

For the three months ended MarchJune 31,30, 2026, revenue in our A&T segment increased 30%38% to $609$680 million from $468$492 million for the three months ended MarchJune 31,30, 2025, reflecting higher shipments and higher revenue per ton, including higher metal prices. A&T shipments were up 18%,21%, or 911 kt, due to higher Aerospace and Transportation, Industry and Defense rolled products shipments, which benefited from currentan improved market environment as well as supply shortages of automotive rolled products in North America.

For the threesix months ended MarchJune 31,30, 2026, revenue in our PA&ARPT segment increased 24%34% to $1,477$1,289 million from $1,187$960 million for the threesix months ended MarchJune 31,30, 2025, reflecting higher shipments and higher revenue per ton, including higher metal prices,prices. partially offset by lower shipments. PA&ARPT shipments were downup 3%20%, or 821 kt, due to lower Packaging rolled products shipments, partially offset by higher AutomotiveAerospace and Transportation, Industry and Defense rolled products shipments, which benefited from currentan improved market environment as well as supply shortages of automotive rolled products in North America.

For the three months ended MarchJune 31,30, 2026, revenue in our ASP&IARP segment increased 9%36% to $415$1,680 million from $381$1,235 million for the three months ended MarchJune 31,30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. ASP&IARP shipments were down 3%,4% or 110 kt,kt compared to the three months ended June 30, 2025, due to lower AutomotivePackaging and Other extrudedrolled products shipments.shipments, partially offset by higher Automotive rolled products shipments, which benefited from supply shortages in North America.

Segment Adjusted EBITDA is defined as income from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag (as defined in footnote (B) to the table included in Note 3.2), share-based compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring expenses,arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.

For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA in our PA&ARPT segment increased 152%61% to $151$135 million from $60$84 million for the three months ended MarchJune 31,30, 2025, primarily as a result of higher volumes and favorable price and mix, favorable metal costs at Muscle Shoals and Neuf Brisach, and favorable impact from foreign exchange translation, partially offset by lowerhigher volumes.operating costs. For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA per metric ton increased 159%by 32% to $578$2,083 per ton from $223$1,572 per ton for the three months ended MarchJune 31,30, 2025.

For the threesix months ended MarchJune 31,30, 2026, Adjusted EBITDA in our ASA&IT segment increased by 50%44% to $24$238 million from $16$165 million for the threesix months ended MarchJune 31,30, 2025, primarily as a result of lowerhigher operatingvolumes, costsfavorable price and mix and favorable impact from foreign exchange translation, partially offset by lowerhigher volumesoperating andcosts. unfavorable price and mix. InFor the threesix months ended MarchJune 31, 2025, Segment Adjusted EBITDA included a $6 million negative impact from the flood in Valais (Switzerland). For the three months ended March 31,30, 2026, Adjusted EBITDA per metric ton increased by 54%20% to $471$1,902 per ton from $306$1,579 per ton for the threesix months ended MarchJune 31,30, 2025.

Our primary requirements for liquidity and capital resources, besides our growth initiatives, are working capital, capital expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents, as well as strategic financing arrangements. At MarchJune 31,30, 2026, the Company was not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings from external parties.

Based on our current and anticipated levels of operations,operations and the conditions in our markets and industry, we believe that our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service and other funding requirements for the short-term and long-term.

Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed contractual limit. In order to protect the Group from the potential margin calls for significant market movements, we maintain additional cash or availability under our various borrowing facilities, we enter into derivatives with a large number of financial counterparties and we monitor potential margin requirements on a daily basis for adverse movements in the U.S. dollar against the euro and in aluminum prices. There were no margin calls at MarchJune 31,30, 2026 and December 31, 2025.

At MarchJune 31,30, 2026, we had $904$1,058 million of total liquidity, comprised of $143$163 million in cash and cash equivalents, $491$541 million of availability under our Pan-U.S. ABL facility, $155$240 million of availability under our factoring arrangements and $115$114 million of availability under our committed asset-based facility for our French subsidiaries.

Factored receivables under non-recourse arrangements were $430$418 million and $430 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The following table summarizes our cash flows from / (used in) operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025:

For the threesix months ended MarchJune 31,30, 2026, net cash flows from operating activities were $73$234 million, a $15$62 million increase from $58$172 million in the threesix months ended MarchJune 31,30, 2025. This change primarily reflects a $172$439 million increase in cash flows from operating activities before working capital and a $157$377 million decrease in cash flows from working capital usage.

For the threesix months ended MarchJune 31,30, 2026, changes in working capital were attributable to (i) an increase in inventory of $279$495 million, primarily driven by higher ending metal prices and higher activity levels; (ii) an increase in trade receivables of $249$418 million primarily driven by higher ending metal prices and higher activity levels; and (iii) an increase in trade payables of $326$480 million, primarily driven by higher ending metal prices and higher metal purchases due to higher activity levels.

For the threesix months ended MarchJune 31,30, 2025, changes in working capital were attributable to (i) an increase in inventory of $69$65 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $273$261 million primarily driven by higher activity levels and higher ending metal prices, partially offset by $2 million of deferred purchase price receivables from factoring; and (iii) an increase in trade payables of $279$241 million, primarily driven by higher metal purchases due to higher activity levels and higher ending metal prices.

For the threesix months ended MarchJune 31,30, 2026 and 2025, net cash flows used in investing activities were $68$137 million and $59$131 million, respectively. Capital expenditures, net of Property, Plant and Equipment inflows were $68$139 million and $61$134 million, respectively, and related primarily to maintenance and investments in our manufacturing facilitiesfacilities, as well as return-seeking and growth projects such as investments in our recycling and casting capacities. In the three months ended March 31, 2025, collection of deferred purchase price receivables under certain of our factoring agreements was $2 million.

For the threesix months ended MarchJune 31,30, 2025,2026, net cash flows used in financing activities were $26$51 million, primarily reflecting share repurchases as well as realized foreign exchange losses on net debt hedging instruments, partially offset by additional borrowings under the Pan-U.S. ABL facility.repurchases. During the threesix months ended MarchJune 31,30, 2025,2026, Constellium repurchased 1.41.8 million ordinary shares of the Company for $15$48 million.

Our principal accounting policies are set out in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. New standards and interpretations not yet adopted are set out in Note 1 to the unaudited Consolidatedinterim Financialcondensed Statements,consolidated financial statements, which appear elsewhere in this Quarterly Report.

See Note 1- Basis of Presentation and Recent Accounting Pronouncements to our accompanying unaudited interim Consolidatedcondensed Financialconsolidated Statementsfinancial statements for a full description of recent accounting pronouncements, if applicable, including the respective expected dates of adoption and expected effects on results of operations and financial condition.

1Adjusted EBITDA includes the non-cash impact of metal price lag _______________ (A)For the three months ended MarchJune 31,30, 2025, Other mainly includes $7 million of insurance proceeds and $3$2 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). For the six months ended June 30, 2025, Other mainly includes $9 million of insurance proceeds and $7 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland).