CENTURY ALUMINUM CO

Previous wording

•the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 82% of our cost of goods sold; and

Current wording

•the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 83% of our cost of goods sold; and

Previous wording

On January 26, 2026, we announced that we had entered into a joint development agreement with Emirates Global Aluminium ("EGA") to build the first new primary aluminum smelter in the United States since our Mt. Holly facility came online in 1980. Under the joint development agreement, EGA will own 60 percent of the joint venture, with Century Aluminum owning the remaining 40 percent. The new plant, to be built in Inola, Oklahoma, is expected to produce 750,000 tonnes of aluminum per year, more than doubling current U.S. production of primary aluminum. Construction of the project is expected to start by the end of 2026, subject to the completion of detailed engineering work, completion of negotiations with Public Service Company of Oklahoma on a competitive long-term power supply agreement and the negotiation of a definitive joint venture agreement with EGA.

Current wording

On January 26, 2026, we announced that we had entered into a joint development agreement with Emirates Global Aluminium ("EGA") to build the first new primary aluminum smelter in the United States since our Mt. Holly facility came online in 1980. Under the joint development agreement, EGA will own 60 percent of the joint venture, with Century Aluminum owning the remaining 40 percent. The new plant, to be built in Inola, Oklahoma, is expected to produce 750,000 tonnes of aluminum per year, more than doubling current U.S. production of primary aluminum. Construction of the project will begin subject to the completion of detailed engineering work, completion of negotiations with Public Service Company of Oklahoma on a competitive long-term power supply agreement and the negotiation of a definitive joint venture agreement with EGA. On July 20, 2026, the President signed a Presidential Proclamation entitled Further Strengthening Actions Taken to Adjust Imports of Aluminum into the United States. The Presidential Proclamation allows approved companies investing in new primary aluminum production in the United States to import a commensurate amount of primary aluminum at a reduced tariff rate. The effects of the Presidential Proclamation are dependent on rulemaking and other government actions and there can be no assurances regarding the impact of this Presidential Proclamation on the Company’s business, financial condition and/or operating results.

Previous wording

In October 2025, our Grundartangi smelter was forced to temporarily cease production at one of its two potlines due to a failure of a transformer unit. As a result, production at the smelter has been temporarily reduced by approximately two-thirds. Grundartangi’s other potline remains unaffected and in full production. We expect that losses arising from this event, less applicable deductibles, will be covered under our insurance policies. As of June 30, 2026, we have received $83.1 million in insurance recoveries related to the equipment failure. In July 2026, we received an additional $18.5 million in insurance recoveries and we expect to receive additional recoveries as our insurance carriers process our claims. We restarted production of the idled potline in the second half of April 2026, with a return to near full production expected by the end of the third quarter.

Current wording

In October 2025, our Grundartangi smelter was forced to temporarily cease production at one of its two potlines due to a failure of a transformer unit. As a result, production at the smelter was temporarily reduced by approximately two-thirds. During the three months ended September 30, 2026, production at Grundartangi was returned to near full production. Grundartangi’s other potline remains unaffected and in full production. We expect that losses arising from this event, less applicable deductibles, will be covered under our insurance policies. As of September 30, 2026, we have received $101.6 million in insurance recoveries related to the transformer failures, and we expect to receive additional recoveries as our insurance carriers process our claims.

Previous wording

In February 2025, President Trump issued a new Presidential Proclamation directing the tariff rate on imported primary aluminum to be increased from 10% to 25% and for all existing country exemptions or product exclusion to be ended, in each case effective March 12, 2025. Then, in May 2025, President Trump again increased tariffs on primary aluminum from 25% to 50%, effective June 4, 2025. Since the implementation of these changes to the Section 232 tariff program, Midwest premium has increased, which has had a material positive impact on our financial position and results of operations.

Current wording

In February 2025, President Trump issued a new Presidential Proclamation directing the tariff rate on imported primary aluminum to be increased from 10% to 25% and for all existing country exemptions or product exclusion to be ended, in each case effective March 12, 2025. Then, in May 2025, President Trump again increased tariffs on primary aluminum from 25% to 50%, effective June 4, 2025. Since the implementation of these changes to the Section 232 tariff program, the LME and Midwest premium has increased, which has had a material positive impact on our financial position and results of operations.

Previous wording

In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023. The impact of the equipment failure on gross margin was approximately $30.4 million. Despite returning the equipment to full capacity as of the end of October 2023, we continued to see some inefficiencies into the first quarter of 2024. In July 2026, we entered into a settlement agreement and expect to receive $9.7 million, net of deductibles, in connection with an insurance claim related to the equipment failure.

Current wording

In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023. The impact of the equipment failure on gross margin was approximately $30.4 million. Despite returning the equipment to full capacity as of the end of October 2023, we continued to see some inefficiencies into the first quarter of 2024. During the three months ended September 30, 2026, we entered into a settlement agreement and received $9.7 million and recognized a $0.4 million receivable for insurance proceeds, net of deductibles, in connection with an insurance claim related to the equipment failure.

Previous wording

We saw an increase in the pricing of aluminum through the second quarter of 2026 attributable to increases in the LME and MWP. The average MWP continued to increase due to the additional increase in Section 232 tariff rate for imported primary aluminum from 25% to 50% effective June 4, 2025. The MWP price has recently been at historically high levels and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, and other factors. The following table summarizes the average price for primary aluminum per tonne for the three months ended June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025.

Current wording

We saw a slight decrease in the average pricing of aluminum during the third quarter of 2026 attributable to increase in supply from gradual production restarts in the Middle East. The average MWP price also declined slightly and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, and other factors. The following table summarizes the average price for primary aluminum per tonne for the three months ended September 30, 2026 and June 30, 2026 and for the nine months ended September 30, 2026 and 2025.

Previous wording

As noted in the Company's Form 10-K for the fiscal year ending December 31, 2025, as filed with the SEC on March 3, 2026, the Company has restated the comparative financial statements including the Consolidated Statement of Operations, Consolidated Balance Sheets, and Consolidated Statement of Stockholders' Equity for the three and six months ended June 30, 2026 and applicable footnotes. The restatement reflects a change related to the consolidation of the Company's Jamalco joint venture whereby the Company previously used the proportionate method of consolidation for certain of Jamalco's net assets versus the full consolidation method. The change in consolidation method did not have any impact on our net income attributable to Century stockholders for the periods that were restated. See Note 1. General, for additional information.

Current wording

As noted in the Company's Form 10-K for the fiscal year ending December 31, 2025, as filed with the SEC on March 3, 2026, the Company has restated the comparative financial statements including the Consolidated Statement of Operations, Consolidated Balance Sheets, and Consolidated Statement of Stockholders' Equity for the three and nine months ended September 30, 2026 and applicable footnotes. The restatement reflects a change related to the consolidation of the Company's Jamalco joint venture whereby the Company previously used the proportionate method of consolidation for certain of Jamalco's net assets versus the full consolidation method. The change in consolidation method did not have any impact on our net income attributable to Century stockholders for the periods that were restated. See Note 1. General, for additional information.

Previous wording

Net sales increased by $102.9 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily driven by an increase in the LME and in realized regional price premiums of $80.5 million, favorable volume and sales mix of $34.4 million related to increased production at Mt. Holly and Grundartangi as a result of result of restart operations, partially offset by a decrease in third-party alumina sales of $11.1 million.

Current wording

Net sales increased by $209.1 million for the three months ended September 30, 2026, compared to the three months ended June 30, 2026, primarily driven by favorable volume and sales mix of $161.5 million related to increased production at our Grundartangi facility as a result of returning to near full production in the quarter, an increase in the LME and realized regional price premiums of $41.7 million, and an increase in alumina sales of $6.4 million.

Previous wording

Net sales increased by $139.3 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by favorable realized LME and regional price premiums of $457.4 million, partially offset by unfavorable volume and sales mix of $272.9 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure and a decrease in third-party alumina sales of $46.1 million.

Current wording

Net sales increased by $468.3 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily driven by favorable realized LME and regional price premiums of $736.5 million and offset by unfavorable volume and sales mix of $219.9 million attributable to lower sales from reduced production in the first half of the year as a result of the Grundartangi equipment failure and a decrease in alumina sales of $48.3 million.

Previous wording

Gross profit increased by $109.1 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily attributable to an increase in the LME and in realized regional price premiums of $80.5 million, favorable power price realization of $34.3 million due to improved weather conditions in the United States in the current period, favorable volume and sales mix of $24.6 million related to increased production at Mt. Holly and Grundartangi as a result of restarted operations, partially offset by higher operating costs of $37.2 million also attributable to increased production at Mt. Holly and Grundartangi and unfavorable raw material price realization of $1.8 million.

Current wording

Gross profit increased by $75.0 million for the three months ended September 30, 2026, compared to the three months ended June 30, 2026, primarily attributable to an increase in the realized LME and realized regional price premiums of $41.7 million, favorable volume and sales mix of $40.4 million related to increased production at our Grundartangi facility as a result of returning to near full production in the quarter, lower operating costs of $4.2 million attributable to the completion of restarted operations at Mt. Holly and Grundartangi, and favorable raw material price realization of $2.8 million, partially offset by unfavorable power price realization of $7.3 million due to extreme hot weather conditions in the United States in the current period.

Previous wording

Gross profit increased by $255.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to favorable metal price realization of $457.4 million, partially offset by unfavorable raw material price realization of $80.9 million, unfavorable volume and sales mix $56.3 million attributable to lower sales from reduced production as a result of the Grundartangi equipment failure, unfavorable power price realization of $55.3 million, and higher other operating costs of $33.4 million related to the Mt. Holly restart.

Current wording

Gross profit increased by $483.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to favorable metal price realization of $736.5 million. This change was partially offset by unfavorable raw material price realization of $113.5 million, higher power price realization of $76.7 million due to extreme winter weather in the United States in early 2026, higher other operating costs of $63.4 million related to the Mt. Holly restart and unfavorable volume and sales mix $35.3 million attributable to lower sales from reduced production in the first half of the year as a result of the Grundartangi equipment failure.

Previous wording

Selling, general and administrative expenses decreased by $9.9 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily driven by decreased share-based compensation costs attributable to lower share price, reduced professional fees related to the sale of Hawesville, which occurred in the first quarter of 2026, and further decreased by the annual incentive compensation recorded during the prior period.

Current wording

Selling, general and administrative expenses decreased by $5.1 million for the three months ended September 30, 2026, compared to the three months ended June 30, 2026, primarily driven by decreased share-based compensation costs attributable to change in share price and reduced professional fees.

Previous wording

Selling, general and administrative expenses increased by $15.2 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by increased share-based compensation costs attributable to higher share price and professional fees related to the sale of Hawesville.

Current wording

Selling, general and administrative expenses increased by $8.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily driven by increased professional fees related to the sale of Hawesville and increased incentive compensation, partially offset by lower share-based compensation costs attributable to the change in share price.

Previous wording

Net loss on forward and derivative contracts - nonaffiliates favorably changed by $72.4 million to a net gain for the three months ended June 30, 2026 compared the three months ended March 31, 2026. The difference was primarily driven by an increase in the forward prices related to MWP and LME hedges.

Current wording

Net gain on forward and derivative contracts - nonaffiliates increased by $3.7 million for the three months ended September 30, 2026 compared the three months ended June 30, 2026. The difference was primarily driven by a decrease in the forward prices related to Indiana Hub, MWP, and LME hedges, as well as increases in hedge volumes for Indiana Hub and MWP.

Previous wording

Net loss on forward and derivative contracts - nonaffiliates increased by $37.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The difference was primarily driven by increase in volume of and fluctuations in the forward prices related to MWP, LME, and Indiana Hub hedges.

Current wording

Net loss on forward and derivative contracts - nonaffiliates decreased by $3.7 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The difference was primarily driven by an increase in hedge volumes for Indiana Hub and MWP, as well as fluctuations in the forward prices related to Indiana Hub, HFO, LME, and MWP hedges.

Previous wording

Gain on sale of Hawesville was $287.9 million for the six months ended June 30, 2026 from our sale completed February 2, 2026. See Note 4. Sale of Hawesville to the consolidated financial statements included herein for additional information.

Current wording

Gain on sale of Hawesville was $287.9 million for the nine months ended September 30, 2026 from our sale completed February 2, 2026. See Note 4. Sale of Hawesville to the consolidated financial statements included herein for additional information.

Previous wording

Gain on insurance proceeds net was $40.1 million and $73.1 million for the three and six months ended June 30, 2026, respectively, attributable entirely to our insurance claim on the Grundartangi equipment failure. See Note 13. Commitments and Contingencies to the consolidated financial statements included herein for additional information.

Current wording

Gain on insurance proceeds - net was $15.9 million and $89.0 million for the three and nine months ended September 30, 2026, respectively, attributable entirely to our insurance claim on the Grundartangi equipment failure. See Note 13. Commitments and Contingencies to the consolidated financial statements included herein for additional information.

Previous wording

Income tax expense increased by $10.3 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026. The increase was primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Current wording

Income tax expense decreased by $0.5 million for the three months ended September 30, 2026, compared to the three months ended June 30, 2026. The decrease was primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Previous wording

Income tax expense increased $13.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis. See Note 5. Income Taxes to the consolidated financial statements included herein for additional information.

Current wording

The $26.3 million change to income tax expense for the nine months ended September 30, 2026, compared to an income tax benefit for the nine months ended September 30, 2025 was primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis. See Note 5. Income Taxes to the consolidated financial statements included herein for additional information.

Previous wording

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next twelve months. As of June 30, 2026, we had cash and cash equivalents of approximately $343.4 million and unused availability under our credit facilities of $396.7 million, after consideration of our outstanding borrowings and letters of credit. As of June 30, 2026, we additionally had restricted cash of $46.3 million of which $44.8 million represents funds from the sale of Hawesville that are restricted for use on capital expenditures or otherwise invested in our business. Our available cash and cash equivalents, restricted cash, and unused availability under our revolving credit facilities comprise our liquidity position, which was $784.9 million as of June 30, 2026. We may borrow and make repayments under our revolving credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers.

Current wording

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next twelve months. As of September 30, 2026, we had cash and cash equivalents of approximately $713.0 million and unused availability under our credit facilities of$406.9 million, after consideration of our outstanding borrowings and letters of credit. As of September 30, 2026, we additionally had restricted cash of $41.6 million of which $32.4 million represents funds from the sale of the Hawesville facility that are restricted for use on capital expenditures or otherwise invested in our business. Our available cash and cash equivalents, restricted cash from the sale of the Hawesville facility, and unused availability under our revolving credit facilities comprise our liquidity position, which was $1,152.3 million as of September 30, 2026. We may borrow and make repayments under our revolving credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers.

Previous wording

Our available cash and cash equivalents balance at June 30, 2026 was $343.4 million, excluding restricted cash of $46.3 million, of which $44.8 million represents funds that are restricted to be used on capital expenditures or otherwise invested in our business as described above, compared to $134.2 million at December 31, 2025.

Current wording

Our available cash and cash equivalents balance at September 30, 2026 was $713.0 million, excluding restricted cash of $41.6 million, of which $32.4 million represents funds received from the sale of the Hawesville facility that are restricted to be used on capital expenditures or otherwise invested in our business as described above, compared to $134.2 million at December 31, 2025.

Previous wording

Net cash provided by operating activities increased during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to higher cash earnings attributable to higher LME and regional premium sales price realization and higher outstanding payables, partially offset by changes in inventories attributable to higher inventory value and timing of shipments, and higher outstanding receivables at current period end driven by higher sales prices.

Current wording

Net cash provided by operating activities increased during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to higher cash earnings attributable to higher realized metal pricing, higher outstanding payables and 45X tax credit receipts, partially offset by changes in inventories attributable to higher inventory value and timing of shipments, and higher outstanding receivables at current period end driven by higher sales prices.

Previous wording

The change in net cash provided by investing activities during the six months ended June 30, 2026 compared to the net cash used in investing activities during six months ended June 30, 2025 was primarily due to proceeds received from the sale of Hawesville and insurance proceeds received related to transformer property damage at Grundartangi, partially offset by an increase in capital expenditures due to the Mt. Holly restart.

Current wording

The change in net cash provided by investing activities during the nine months ended September 30, 2026 compared to the net cash used in investing activities during nine months ended September 30, 2025 was primarily due to proceeds received from the sale of Hawesville and insurance proceeds received related to transformer property damage at Grundartangi, partially offset by an increase in capital expenditures due to the Mt. Holly restart.

Previous wording

The increase in net cash used in financing activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to higher net repayments on our revolving credit facilities, the defeasance of the Hawesville Industrial Revenue Bonds and payment of withholding taxes on incentive compensation, partially offset by lower repayments under the Grundartangi casthouse debt facility.

Current wording

The change in net cash used in financing activities during the nine months ended September 30, 2026 compared to the net cash provided by financing activities for the nine months ended September 30, 2025 was primarily due to net proceeds from the issuance of the Senior Notes due 2032 and extinguishment of the Senior Notes due 2028 received in 2025 that did not reoccur in 2026, the defeasance of the Hawesville Industrial Revenue Bonds, payment of withholding taxes on share-based compensation and higher net proceeds from the sale of carbon credits, partially offset by lower net repayments on our revolving credit facilities and lower repayments under the Grundartangi casthouse debt facility.

Previous wording

Capital expenditures paid for the six months ended June 30, 2026 were $134.4 million. We estimate our total capital spending in 2026 will be approximately $180.0 to $190.0 million, related to our ongoing investment and sustainability projects at our plants. This amount includes $70.0 to $80.0 million related to repairs at Grundartangi that we expect to be reimbursed by insurance, approximately $50.0 million representing investments related to the restart of operations at Mt. Holly and approximately $20.0 to $25.0 million representing investments in our Jamalco facility.

Current wording

Capital expenditures paid for the nine months ended September 30, 2026 were $172.2 million. We estimate our total capital spending in 2026 will be approximately $180.0 to $190.0 million, related to our ongoing investment and sustainability projects at our plants. This amount includes $70.0 to $80.0 million related to repairs at Grundartangi that we expect to be reimbursed by insurance, approximately $50.0 million representing investments related to the restart of operations at Mt. Holly and approximately $20.0 to $25.0 million representing investments in our Jamalco facility.

Previous wording

"Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. The Guarantor Subsidiaries are 100% owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several. Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. are collectively referred to as the "Non-Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

Current wording

"Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. The Guarantor Subsidiaries are 100% owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several. Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. are collectively referred to as the "Non-

Previous wording

As of June 30, 2026 and December 31, 2025, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled$102.9 million and $72.9 million, respectively and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $529.3 million and $509.4 million, respectively. An intercompany current loan due to the Company from the Non-Guarantor Subsidiaries totaled $50.1 million as of June 30, 2026.

Current wording

As of September 30, 2026 and December 31, 2025, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $170.6 million and $72.9 million, respectively, an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $539.6 million and $509.4 million, respectively. As of September 30, 2026 and December 31, 2025, there was no intercompany current loan.

Previous wording

We measured, as a single unit of account at fair value, (i) our minority interest (the "Minority Interest") in Raylan Data Holdings LLC ("Raylan") and (ii) our right to require the majority holder of Raylan to purchase the Minority Interest starting on the first anniversary of the data center’s commencement of operations at Hawesville. The initial fair value measurement of these types of investments involves significant estimation uncertainty due to the reliance on subjective assumptions and unobservable inputs. The asset will be accounted for using the equity method, and, as such, the initial fair value will be adjusted at the end of each reporting period to reflect our share of earnings or losses in Raylan. Therefore, the asset is not remeasured at fair value in subsequent periods; changes in fair value are reported in earnings as they occur. See Part I, Item I "Financial Statements" in Note 10. Fair Value Measurements for additional information regarding the valuation techniques and the significant unobservable inputs used in the initial measurement.

Current wording

We measured, as a single unit of account at fair value, (i) our minority interest (the "Minority Interest") in Raylan Data Holdings LLC ("Raylan") and (ii) our right to require the majority holder of Raylan to purchase the Minority Interest starting on the first anniversary of the data center’s commencement of operations at Hawesville. The initial fair value measurement of these types of investments involves significant estimation uncertainty due to the reliance on subjective assumptions and unobservable inputs. The asset is accounted for using the equity method, and, as such, the initial fair value will be adjusted at the end of each reporting period to reflect our share of earnings or losses in Raylan. Therefore, the asset is not remeasured at fair value in subsequent periods; changes in fair value are reported in earnings as they occur. See Part I, Item I "Financial Statements" in Note 10. Fair Value Measurements for additional information regarding the valuation techniques and the significant unobservable inputs used in the initial measurement.