CONSTELLIUM SE
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
|---|---|
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
| ☐ | 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:001-35931
Constellium SE
(Exact name of registrant as specified in its charter)
| France | 98-0667516 | |||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| Baltimore, · MD | ||||
| 21202 | ||||
| (Zip Code) | ||||
| (Address of principal executive office (US)) | ||||
| (443) | 420-7861 | |||
| (Registrant's telephone number, including area code) | ||||
| Securities registered pursuant to section 12(b) of the Act | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares | CSTM | New York Stock Exchange | ||
Securities registered pursuant to Section 12(g) of the Act: None
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 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 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, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☑ No
The number of outstanding ordinary shares of the registrant on March 31, 2026, was 136,150,450 shares.
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Explanatory Note
Constellium SE (“Constellium SE” or “the Company”, and when referred to together with its subsidiaries, “the Group”
or “Constellium”), is a corporation organized under the laws of France. On June 30, 2025, the Company determined it no longer
qualified as a “foreign private issuer,” as determined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). As from January 1, 2026, when its earlier submission to the US securities law requirements applicable to a
domestic issuer ceased to be voluntary, the Company will continue to file annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and comply with all other obligations applicable to companies not qualifying as
“foreign private issuers” as set forth by the New York Stock Exchange and the Securities and Exchange Commission (“SEC”).
Constellium SE’s I.R.S. Employer Identification Number is: 98-0667516. The Group’s U.S. assets are held by
Constellium US Holdings I, LLC, a wholly owned subsidiary of Constellium SE. The I.R.S. Employer Identification Number of
Constellium US Holdings I, LLC is: 27-4126819.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. You can identify certain forward-looking statements because they contain words such as, but not limited to,
“anticipates,” “believes,” “could,” ”estimates,” “expects,” “forecasts,” “intends,” “likely,” “may,” “plans,” “should,” “targets,”
“will,” or “would,” and similar expressions (or the negative of these terminologies or expressions). Forward-looking statements
do not relate strictly to historical or current facts and reflect management’s current assumptions, beliefs, expectations,
objectives, plans and projections about the future, including with respect to our business, results of operations and financial
condition. Accordingly, forward-looking statements are subject to uncertainties, risks and changes that are difficult to predict
and many of which are outside of our control. Such factors include, but are not limited to: market competition; global or
regional economic downturns or adverse changes in industry-specific conditions, including the impacts of tax and tariff
programs, inflation, foreign currency exchange, and industry consolidation; disruption to business operations; natural disasters,
including severe flooding and other weather-related events; geopolitical tensions and conflicts, including the ongoing conflict
between Russia and Ukraine and the ongoing conflict involving the United States, Israel and Iran; the inability to meet customer
demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions;
excessive inflation; potential capacity constraints or lack of effectiveness of our hedging policy activities; the loss of key
employees; levels of indebtedness that could limit our operating flexibility and opportunities; as well as the risk factors set forth
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. If underlying assumptions prove
inaccurate, or known or unknown risks or uncertainties materialize, actual results could vary materially from expectations
expressed or implied in the forward-looking statements. Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-
looking statement, whether because of new information, future events or otherwise, except as required by law.
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TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| Item 1. | Financial Statements | 1 | |
| Consolidated Income Statements (unaudited) | 1 | ||
| Consolidated Statements of Comprehensive Income (unaudited) | 2 | ||
| Consolidated Balance Sheets (unaudited) | 3 | ||
| Consolidated Statements of Changes in Equity (unaudited) | 4 | ||
| Consolidated Statements of Cash Flows (unaudited) | 5 | ||
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 6 | ||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 | |
| Item 4. | Controls and Procedures | 33 | |
| PART II | |||
| Item 1. | Legal Proceedings | 34 | |
| Item 1A. | Risk Factors | 34 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | |
| Item 3. | Defaults Upon Senior Securities | 34 | |
| Item 4. | Mine Safety Disclosures | 34 | |
| Item 5. | Other Information | 35 | |
| Item 6. | Exhibits | 35 | |
| SIGNATURES | 36 | ||
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