CONSTELLIUM SE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscalyear ended December 31, 2024

OR

For the transition period from _________ to __________

Commission file number:001-35931

Constellium SE

(Exact name of registrant as specified in its charter)

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 x No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No x

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. x Yes ☐ No

Indicate by check mark whether the registrant 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). x 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 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.

If an emerging growth company, indicated 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. x

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 x No

The aggregate market value of the registrant’s ordinary shares 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, 2024) was approximately $2.7 billion.

The number of issued and outstanding ordinary shares of the registrant on December 31, 2024, was 146,819,884 and 143,523,308 shares,

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Explanatory Note

Constellium SE, a company organized under the laws of France("Constellium SE" or "the Company", and when referred

to together with its subsidiaries, "the Group" or "Constellium"), qualifies as a foreign private issuer, as determined by Rule

3b-4(c) under the Securities Exchange Act of 1934 (the "Exchange Act"). Although, as a foreign private issuer, Constellium SE

is not required to do so, beginning in 2025, Constellium SE has voluntarily elected to file annual reports on Form 10-K,

quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission ("SEC")

instead of filing the reporting forms available to foreign private issuers.

As a foreign private issuer, Constellium SE is exempt from the proxy solicitation rules under Section 14 of the Exchange

Act and Regulation FD, and its executive officers, directors, and principal shareholders are not subject to the reporting and

short-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, Constellium SE intends to

voluntarily file a proxy statement for its annual general meeting with its shareholders ("Annual General Meeting") prepared in

accordance with applicable French requirements and voluntarily include certain disclosures required pursuant to Schedule 14A

of the Exchange Act. As Constellium SE’s proxy statement is not required to be filed pursuant to Regulation 14A, Constellium

SE may not incorporate by reference information required by Item 11 of this Form 10-K from its proxy statement. Accordingly,

in reliance upon and as permitted by Instruction G(3) to Form 10-K, Constellium SE will be filing an amendment to this Form

10-K containing the information required under Item 11 no later than 120 days after the end of the fiscal year covered by this

Form 10-K.

In addition, beginning with this annual report on Form 10-K ("Annual Report"), Constellium SE has voluntarily elected to

prepare its consolidated financial statements in accordance with United States Generally Accepted Accounting Principles("U.S.

GAAP").

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Table of Contents

iii

Special Note About Forward-Looking Statements

This Annual Report on Form 10-K contains "forward-looking statements" with respect to our business, results of

operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify

certain forward-looking statements because they contain words such as, but not limited to, "believes," "expects," "may,"

"should," "approximately," "anticipates," "estimates," "intends," "plans," "targets," "likely," "will," "would," "could" and

similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and

uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business

and operations. The occurrence of the events described and the achievement of the expected results depend on many events,

some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking

statements contained in this Annual Report.

Important factors that could cause actual results to differ materially from those expressed or implied by the forward-

looking statements are disclosed under "Item 1A. Risk Factors" and elsewhere in this Annual Report, including, without

limitation, in conjunction with the forward-looking statements included in this Annual Report. All forward-looking statements

in this Annual Report and subsequent written and oral forward-looking statements attributable to us, or persons acting on our

behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could

materially affect our results include:

•We may not be able to compete successfully in the highly competitive markets in which we operate, and new

competitors could emerge, which could negatively impact our share of industry sales, sales volumes and selling

prices.

•Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or

lower our selling prices.

•A significant portion of our revenue is derived from international operations, which exposes us to certain risks

inherent in doing business globally.

•Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could

adversely affect our business, results of operations, financial position and cash flows.

•The price volatility of energy costs may adversely affect our profitability.

•If we are unable to substantially pass through to our customers the cost of price increases of our raw materials,

which may be subject to volatility, our profitability could be adversely affected.

•Widespread public health pandemics, such as COVID-19, or any major disruption, including those resulting from

geopolitical and weather-related catastrophic events, could have a material and adverse effect on our business,

financial condition and results of operations.

•The cyclical and seasonal nature of the metals industry, our end-use markets and our customers’ industries could

adversely affect our financial condition and results of operations.

•We may be unable to execute and timely complete our expected capital investments or may be unable to achieve

the anticipated benefits of such investments.

•We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts

to meet environmental, social, and governance ("ESG") targets or standards or to enhance the sustainability of our

businesses may not meet the expectations of our stakeholders or regulators.

•Disruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information

security breaches, could have a material adverse effect on our business and financial results.

•Our failure to meet customer manufacturing and quality requirements, standards and demand, or changing market

conditions could have a material adverse impact on our business, reputation and financial results.

•We are dependent on a limited number of customers for a substantial portion of our sales and a failure to

successfully renew or renegotiate our agreements with such customers may adversely affect our results of

operations, financial condition and cash flows.

•We are dependent on a limited number of suppliers for a substantial portion of our prime aluminum supply and a

failure to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, may

adversely affect our results of operations, financial condition and cash flows.

•The loss of certain members of our senior management team or other key employees may have a material adverse

effect on our operating results.

•Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could

adversely affect our net income, our ability to service our debt or obtain additional financing, and our business

relationships.

iv

•We are a foreign private issuer under the U.S. securities laws and within the meaning of the New York Stock

Exchange ("NYSE") rules. As a result, we qualify for and rely on exemptions from certain corporate governance

requirements and may rely on other exemptions available to us in the future.

•Any inability of the Company to continue to benefit from French provisions applicable to registered

intermediaries ("intermédiaires inscrits") could adversely affect the rights of shareholders.

•The other factors presented under "Item 1A. Risk Factors."

We caution you that the foregoing list may not contain all of the factors that are important to you. In addition, in light of

these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report may not

in fact occur. We assume no obligation to publicly update or revise any forward-looking statement as a result of new

information, future events or otherwise, except as required by law.