KAISER ALUMINUM CORP
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For thefiscal year ended December 31,2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number:1-09447
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-3030279 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 1550 West McEwen Drive, Suite 500Franklin, Tennessee | 37067 |
| (Address of principal executive offices) | (Zip Code) |
(629)252-7040
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | KALU | Nasdaq Global Select Market |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Act. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025) was approximately$1.3 billion.
As of February 16, 2026, there were 16,210,443 shares of the Common Stock of the registrant outstanding.
Documents Incorporated by Reference. Certain portions of the registrant’s definitive proxy statement related to the registrant’s 2026 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
COMMONLY USED OR DEFINED TERMS
| Term | Definition |
|---|---|
| Adjusted EBITDA | Earnings before interest, taxes, depreciation and amortization adjusted for non-run-rate items |
| Aero/HS Products | 2000, 7000 and certain 6000 series alloys products used in the Aerospace, Defense, Space and other end markets requiring high strength applications |
| Alloy(s) | Certain metals such as copper, zinc, magnesium, manganese and silicon added to primary aluminum to obtain certain attributes |
| AOCI | Accumulated other comprehensive income (loss) |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| Automotive Extrusions | Extruded aluminum products used in automotive applications |
| COGS | Cost of products sold, excluding depreciation and amortization |
| FIFO | First-in, first-out inventory valuation methodology |
| GAAP | United States Generally Accepted Accounting Principles |
| GE Products | 6000 series alloys products used in the General Engineering end markets |
| LIFO | Last-in, first-out inventory valuation methodology |
| LME | London Metal Exchange |
| KPS | Kaiser Production System - an integrated application of tools such as Lean Manufacturing, Six Sigma, and Total Productive Manufacturing |
| Metal Price Lag | Management’s estimate of the financial impact resulting from the timing difference between aluminum prices included within Hedged Cost of Alloyed Metal and the weighted average market price for aluminum during the period, based on MWTP (defined below), multiplied by our shipment volume during the periods. Metal Price Lag will generally increase our earnings in times of rising primary aluminum prices and decrease our earnings in times of declining primary aluminum prices. |
| MWTP | Midwest Transaction Price is equal to the LME aluminum price plus a Midwest premium |
| Newark | Kaiser Aluminum manufacturing facility located in Heath, Ohio, a suburb of Newark, Ohio |
| OPEB | Other Post Employment Benefits |
| Packaging | 3000 and 5000 series alloy products used in the beverage and food packaging end markets |
| Revolving Credit Facility | Revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions party thereto |
| Salaried VEBA | Salaried Voluntary Employees' Beneficiary Association |
| SEC | U.S. Securities and Exchange Commission |
| Senior Notes | Collectively, the fixed-rate unsecured notes we issued during the years ended December 31, 2019, 2021, and 2025 at the following interest rates and aggregate principal amounts, respectively:(i) 4.625% and $500.0 million (issued in 2019; redeemed in full on November 6, 2025);(ii) 4.50% and $550.0 million (issued in 2021); and(iii) 5.875% and $500.0 million (issued in 2025) |
| SOFR | Secured Overnight Financing Rate |
| Trentwood | Kaiser Aluminum manufacturing facility located in Spokane Valley, Washington |
| USW | United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC |
| WAC | Weighted average cost inventory valuation methodology |
| Warrick | Kaiser Aluminum manufacturing facility located in Newburgh, Indiana, in the county of Warrick |
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 14 |
| Item 1B. | Unresolved Staff Comments | 25 |
| Item 1C. | Cybersecurity | 25 |
| Item 2. | Properties | 27 |
| Item 3. | Legal Proceedings | 27 |
| Item 4. | Mine Safety Disclosures | 27 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 |
| Item 6. | [Reserved] | 29 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
| Item 8. | Financial Statements and Supplementary Data | 41 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 85 |
| Item 9A. | Controls and Procedures | 85 |
| Item 9B. | Other Information | 85 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | 85 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 86 |
| Item 11. | Executive Compensation | 86 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 86 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 86 |
| Item 14. | Principal Accountant Fees and Services | 86 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 87 |
| SIGNATURES | 91 | |
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