CONSTELLIUM SE

During the three months ended December 31, 2024, none of our executive officers or directors adopted, terminated, or

modified a Rule 10b5-1 equity trading plan, or adopted, terminated, or modified any "non-Rule 10b5-1 trading

arrangement" (as defined in Item 408(c) of Regulation S-K).

Explanatory Note

Although, as a foreign private issuer, Constellium SE is not required to do so, in connection with its election to begin filing its

periodic and current reports on Forms 10-K, 10-Q and 8-K instead of the reporting forms available to foreign private issuers,

Constellium SE has voluntarily elected to include under this Item 9B a description of certain material definitive agreements not

made in the ordinary course which were entered into or amended during the year covered by this Form 10-K. Constellium SE

has also elected to file these and certain other material definitive agreements together with this Annual Report. Such agreements

are filed as exhibits to this Annual Report.

Amended Pan-U.S. ABL Facility

On June 21, 2017, Constellium Rolled Products Ravenswood, LLC ("Ravenswood") and Constellium Muscle Shoals LLC

(f/k/a Wise Alloys LLC) ("Muscle Shoals"), entered into an asset-based revolving credit facility (as amended, supplemented or

otherwise modified, the "Pan-U.S. ABL Facility"), with the lenders from time to time party thereto, and Wells Fargo Bank,

National Association as administrative agent (the "Administrative Agent") and collateral agent. On February 20, 2019,

Constellium Bowling Green LLC (“Bowling Green” and, together with Ravenswood and Muscle Shoals, the “Borrowers”)

joined the Pan-U.S. ABL Facility as one of the Borrowers. On August 22, 2024, we amended the Pan-U.S. ABL Facility to (i)

increase the available commitments thereunder to $550 million and (ii) make certain other changes to the covenants, terms and/

or conditions thereof.

The Pan-U.S. ABL Facility provides the Borrowers with a working capital facility for their respective operations. The Pan-

U.S. ABL Facility has sublimits of $30 million for letters of credit and $10 million for swingline loans. It also includes an

accordion feature which if exercised in full, would allow the Borrowers to increase commitments by $100 million subject to

additional lender commitments, borrowing base availability and certain other conditions.

The Pan-U.S. ABL Facility matures on the earlier of (i) August 22, 2029 and (ii) 90 days prior to the maturity date of any

indebtedness (other than loans under the Pan-U.S. ABL Facility) of any Borrower or any Borrower’s subsidiaries in an

aggregate amount exceeding $50 million (but excluding for this purpose the indebtedness of Borrowers pursuant to their

guarantees of the existing unsecured Senior Notes issued by Constellium SE) (the "Pan-U.S. ABL Maturity Date").

Interest for revolving facility loans under the Pan-U.S. ABL Facility is calculated, at the applicable Borrower’s election,

based on either TERM SOFR (as defined in the agreement) or base rate. The Borrowers are required to pay a commitment fee

on the unused portion of the Pan-U.S. ABL Facility of 0.25% or 0.375% per annum.

Subject to customary "breakage" costs with respect to Term SOFR loans, borrowings of revolving loans under the Pan-U.S.

ABL Facility may be repaid from time to time without premium or penalty.

The Borrowers’ obligations under the Pan-U.S. ABL Facility are guaranteed by Constellium International S.A.S.,

Constellium US Holdings I, LLC, and certain of its subsidiaries and are, secured by substantially all assets of the Borrowers

(subject to certain exceptions (including real property)) and certain assets of the guarantors.

The Pan-U.S. ABL Facility contains customary terms and conditions, including, among other things, negative covenants

limiting the ability of the Borrowers and their respective material subsidiaries to incur debt, grant liens, enter into sale and

lease-back transactions, make investments, loans and advances (including to other Constellium group companies), make

acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate

and engage in affiliate transactions.

The Pan-U.S. ABL Facility also contains a financial maintenance covenant that provides that at any time during which

borrowing availability thereunder is below 10% of the aggregate commitments under the Pan-U.S. ABL Facility, the Borrowers

will be required to maintain a minimum fixed charge coverage ratio with respect to the Company and its subsidiaries of 1.0 to

1.0, calculated on a trailing twelve-month basis.

The Pan-U.S. ABL Facility also contains customary events of default.

For further details, see Note 15 - Debt to our audited Consolidated Financial Statements.

August 2024 Notes

On August 8, 2024, the Company completed a private offering (the "August 2024 Notes Offering") of $350 million in

aggregate principal amount of 6.375% Senior Notes due 2032 (the “2024 U.S. Dollar Notes”) and €300 million in aggregate

principal amount of 5.375% Senior Notes due 2032 (the "2024 Euro Notes" and together with the 2024 U.S. Dollar Notes, the

"August 2024 Notes") pursuant to indentures among the Company, the guarantors party thereto, and Deutsche Bank Trust

Company Americas, as trustee. The Company used the net proceeds from the August 2024 Notes Offering, together with cash

on hand, to fund the redemption for all of the outstanding (i) 5.875% Senior Notes due 2026 in an aggregate principle amount

of $250 million and (ii) 4.250% Senior Notes due 2026 in an aggregate principle amount of €400 million (and to pay related

fees and expenses).

The 2024 Euro Notes bear interest at a rate of 5.375% per annum and the 2024 U.S. Dollar Notes bear interest at a rate of

6.375% per annum, payable semiannually in arrears. The August 2024 Notes are senior unsecured obligations of Constellium

SE and are guaranteed on a senior unsecured basis by certain of itssubsidiaries.

The indentures governing the August 2024 Notes contain customary terms and conditions, including, among other things,

negative covenants limiting the ability of the Company and/or its restricted subsidiaries’ ability to incur debt, grant liens, enter

into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell assets, pay dividends and

other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions. The

August 2024 Notes may be redeemed at the Company's option at specified redemption prices and in the event of a Qualified

Equity Offering, and are subject to a mandatory offer to purchase upon a Change of Control Event, as further detailed in each

indenture governing the August 2024 Notes.

The indentures governing the August 2024 Notes also contain customary events of default.

For further details, see Note 15 - Debt to our audited Consolidated Financial Statements.