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Alcoa Corp

For the period ended May 6, 2026. Filed Mar 19, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2026 · Filed Mar 19, 2026

AA$39.54+2.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ALCOA CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2026

Annual Meeting of

Stockholders

and Proxy Statement

Our Purpose

Turn Raw Potential into Real Progress· Our Purpose extends beyond what we make today. It’s why we exist and how we make the world better. It reflects what we’ve always been and provides clear direction for our future and helps keep us rooted to our strengths.· Our Purpose helps guide every goal we set, decision we make, action we take, and strategy we implement.

Our Vision

Build a Legacy of Excellence for Future Generations· Our Vision sets a clear ambition: to run the safest and most reliable operations in the industry while developing the talents of our people and shaping the future.· We’re turning today’s work into a stronger future — not just for Alcoa, but for the industry and world we help build. · Combined with our Purpose and Values, Alcoa is working to create and deliver a high performing organization focused on operational excellence and continuous improvement.

Our Strategic Priorities

Excel Today· We are sharpening how we operate now by improving safety, consistently elevating daily performance, and driving discipline in every function, at every site. Continuously Improve· Continuously improving embeds curiosity into our culture and encourages constant learning and growth. We challenge ourselves to spot problems early, capture learning fast and share what works — so that progress becomes a habit, not a project. Invest for Tomorrow· Investing for tomorrow keeps us focused on what’s next. This helps us invest and build for the future while delivering today, so we don’t just keep pace with change, we lead it.

Our Values
Act with Integrity · Be open, honest, and accountable · Do the right thing the right way · Promote high ethical standardsCare for People · Put safety and health first · Seek solutions with inclusive teams · Make decisions with the community in mind
Operate with Excellence · Continually improve standards of operation · Analyze every angle to overcome difficulty · Empower people with the right resources to do their best workLead with Courage · Embrace opportunities to reinvent · Innovate for long-term impact · Challenge the status quo

201 Isabella Street, Suite 500

Pittsburgh, Pennsylvania 15212

March 19, 2026

Dear Alcoa Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Alcoa Corporation (“Alcoa,” or the “Company”) to be held virtually via live webcast on Wednesday, May 6, 2026, at 5:30 p.m., Eastern Daylight Time (“EDT”) (Thursday, May 7, 2026, at 7:30 a.m. Australian Eastern Standard Time (“AEST")). You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/AA2026.

We believe that hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and safety, effectively allows us to communicate with our stockholders, and reduces the cost and environmental impact of the Annual Meeting.

At the Annual Meeting, stockholders will vote on the matters set forth in the 2026 Proxy Statement (the “Proxy Statement”) and the accompanying notice of the Annual Meeting. The Proxy Statement describes our governance structure and our executive compensation program, which “pays for performance.” We believe that both our corporate governance structure and compensation program reinforce our alignment with stockholder interests.

Your vote is important. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on May 6, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled “Questions and Answers About the Annual Meeting and Voting” in the Proxy Statement.

Alcoa is grounded in our Purpose, guided by our Values, and inspired by our new Vision: Build a Legacy of Excellence for Future Generations. In 2025, we maintained our pace of delivering on key objectives while achieving annual production records at five smelters and one refinery. We continue to build on our positive momentum through disciplined operational and financial execution, along with strategic initiatives to maximize value creation, including by closing the sale of our interest in the Ma’aden joint venture, forming a partnership to support the long-term outlook of the San Ciprián complex in Spain, and announcing the permanent closure of the Kwinana refinery in Australia. We are driven by our vision of building a legacy of excellence for future generations, and are committed to our principles of safety, stability and operational excellence as a means to deliver value to our stockholders.

Finally, on behalf of the Board of Directors, we recognize Dr. Ernesto Zedillo, for his years of service and contributions to the Alcoa Corporation board of directors since 2016 and previously to the Alcoa Inc. board of directors from 2002 to 2016. Dr. Zedillo is not standing for re-election at the Annual Meeting. We thank him for his leadership of the Safety, Sustainability and Public Issues Committee and valuable insights. Alcoa has benefited significantly from his guidance and perspective.

Sincerely,

Thomas J. GormanNon-Executive Chairman of the Board of DirectorsWilliam F. OplingerPresident, Chief Executive Officer and Director

Table of Contents

Proposal 1: Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027

Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Auditor for 2026

Proposal 4: Approval of the Alcoa Corporation

Stock and Incentive Compensation Plan (as

Amended and Restated)

Proposal 3: Approval, on an Advisory Basis, of the Company’s 2025 Named Executive Officer Compensation

Notice of 2026 Annual Meeting of Stockholders1Executive Compensation40
Proxy Statement2Compensation Discussion and Analysis40
About Alcoa4Executive Summary41
Proxy Voting Overview6Executive Compensation Philosophy44
Compensation Decision-Making Process45
2025 Executive Compensation47
Other Compensation Plans and
Arrangements of Alcoa54
Board and Governance Matters11Executive Compensation Tables58
Board of Directors112025 Summary Compensation Table58
Director Qualifications, Skills and Attributes122025 Grants of Plan-Based Awards60
Director Nominees132025 Outstanding Equity Awards at Fiscal
Process for Identification and Evaluation ofYear-End61
Director Candidates192025 Option Exercises and Stock Vested63
Corporate Governance222025 Pension Benefits63
Corporate Governance Highlights222025 Nonqualified Deferred Compensation65
Board Structure and Operations23Potential Payments Upon Termination or Change
Board Oversight Responsibilities28in Control65
Other Governance Policies and Practices31Pay Ratio73
Pay Versus Performance74
Non-Employee Director Compensation Program33
2025 Director Compensation34Beneficial Ownership76
Stock Ownership Guideline for Non-EmployeeCommon Stock76
Directors35Stock Ownership of Directors and Executive Officers77
Equity Compensation Plan Information85
Audit Matters37
Audit Committee Pre-Approval Policy37Information Relating to the 2027 Annual Meeting86
Auditor Fees37Questions and Answers About the Annual Meeting and Voting88
Audit Committee Report38
ATTACHMENT A — Additional Information
Regarding Performance Measures · A-1
ATTACHMENT B — Alcoa Corporation Stock and
Incentive Compensation Plan (as Amended and
Restated) · B-1

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