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What changed in CENTURY ALUMINUM CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CENTURY ALUMINUM CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+253 added−278 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-03)

Top changes in CENTURY ALUMINUM CO's 2025 10-K

253 paragraphs added · 278 removed · 167 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

20 edited+12 added−11 removed27 unchanged
Biggest changeThis process is also completed in AutoCAD, where both exploration and production drillhole coordinates are used to generate a surface from which the 3-D outline is produced. Once the production drilling is completed with assays, AutoCAD plans are prepared with grades and thicknesses that are passed on to the mine operators. Production drilling is essentially quality control in-fill drilling.
Biggest changeOnce Jamalco's production drilling is completed with assays and merged with JBI data, AutoCAD plans are prepared with grades and thicknesses that are passed on to the mine operators. Production drilling is essentially quality control in-fill drilling. Parcel maps are created for the production crew, showing color-coded grade information which enables selection of mining for stockpiling and subsequent drilling.
This practice has been the basis for mine planning, extraction, blending and processing of bauxites in this area over the last 50 years and has supported a technically and 28 economically viable operation. Despite our operations, under subpart 1300 of Regulation S-K, we are considered an “exploration stage” company because we do not have mineral reserves to disclose.
This practice has been the basis for mine planning, extraction, blending and processing of bauxites in this area over the last 50 years and has supported a technically and economically viable operation. Despite our operations, under subpart 1300 of Regulation S-K, we are considered an “exploration stage” company because we do not have mineral reserves to disclose.
The conditions of the lease are the same as the conditions for SML 130. On June 7, 2016, the Government of Jamaica granted Jamalco under SEPL 580 the right to explore exclusively for bauxite in the license area. The license is renewable annually and currently valid until June 2025.
The conditions of the lease are the same as the conditions for SML 130. On June 7, 2016, the Government of Jamaica granted Jamalco under SEPL 580 the right to explore exclusively for bauxite in the license area. The license is renewable annually and currently valid until June 2026.
The Company obtains bauxite from its own resources in Jamaica. Tonnes of bauxite are reported on a zero-moisture basis in millions of dry metric tonnes (mdmt) unless otherwise stated.
The Company obtains bauxite from these resources in Jamaica. Tonnes of bauxite are reported on a zero-moisture basis in millions of dry metric tonnes (mdmt) unless otherwise stated.
From St Jago, the bauxite is transported to the alumina refinery by a dedicated 18.0 km rail system, controlled and operated by Jamalco 24 hours per day, 6 days per week and approximately 9 rail trips are made each day transporting bauxite.
Jago, elevation 150 ft or 46 m. From St. Jago, the bauxite is transported to the alumina refinery by a dedicated 18.0 km rail system, controlled and operated by Jamalco 24 hours per day, 6 days per week and approximately 9 rail trips are made each day transporting bauxite.
For information regarding material legal proceedings pending against us at December 31, 2024, refer to Note 17. Commitments and Contingencies to the consolidated financial statements included herein. Item 4. Mine Safety Disclosures Not applicable. 30 PART II
For information regarding material legal proceedings pending against us at December 31, 2025, refer to Note 17. Commitments and Contingencies to the consolidated financial statements included herein. Item 4. Mine Safety Disclosures Not applicable. 31 Table of Contents PART II
Refer to the Jamalco TRS in Sections 12 and 14 for more information on the mining method and processing operations. Bauxite Mineral Resources The tables shown below of resources were prepared using the results of the procedures performed by Aluminpro. As stated above, Jamalco has no reportable mineral reserves.
Refer to the Jamalco TRS in Sections 12 and 14 for more information on the mining method and processing operations. Bauxite Mineral Resources The resources stated below were prepared by Jamalco with the results and procedures validated and tabulated by Aluminpro. As stated above, Jamalco has no reportable mineral reserves.
Many lands are held by private owners and, prior to prospecting or mining, Jamalco is required to give notice to the owner and provide compensation. 27 Refer to the Jamalco TRS in Sections 2 through 5 for more information on the Jamalco property location, history and topography.
Many lands are held by private owners and, prior to prospecting or mining, Jamalco is required to give notice to the owner and provide compensation. Refer to the Jamalco TRS in Sections 2 through 5 for more information on the Jamalco property location, history and topography. Infrastructure Jamalco has three office locations, a refinery, a rope conveyor and a railway.
Jamaica has multiple daily air and sea connections to the United States, Canada, and United Kingdom. The bauxite deposits are distributed throughout the region in communities of local residents, served by an extensive road system and infrastructure providing services to these communities. The deposits are connected to the central stockpile at St Jago by internal private haul roads.
The bauxite deposits are distributed throughout the region in communities of local residents, served by an extensive road system and infrastructure providing services to these communities. The deposits are connected to the central stockpile at St. Jago by internal private haul roads.
The conveyor is 3.4 km in length with a capacity up to 1,000 tonnes of bauxite per hour from the load station at Mount Oliphant, at an elevation 1750 ft or 533m, to the rail head at St Jago, elevation 150 ft or 46 m.
Jago via an aerial ropeway cable conveyor over the face of a steep, rugged limestone escarpment. The conveyor is 3.4 km in length with a capacity up to 1,000 tonnes of bauxite per hour from the load station at Mount Oliphant, at an elevation 1750 ft or 533m, to the rail head at St.
Access to the deposits is also available through public roads, but these roads are generally not used for transporting bauxite. Jamalco haul roads occasionally cross public roads. The crossings are controlled by contractors directly employed by Jamalco.
Access to the deposits is also available through public roads, but these roads are generally not used for transporting bauxite. Jamalco haul roads occasionally cross public roads. The crossings are controlled by contractors directly employed by Jamalco. Many deposits occur on the higher Manchester plateau which is connected to the stockpile at St.
Conversely, the Government of Jamaica may rescind lands under the mining lease that it deems necessary in the national interest of Jamaica: such lands will not be made available to other bauxite users.
Jamalco may surrender lands to the Government of Jamaica that it has mined out and restored or lands it no longer wishes to retain free of charge. Conversely, the Government of Jamaica may rescind lands under the mining lease that it deems necessary in the national interest of Jamaica: such lands will not be made available to other bauxite users.
The Jamalco facilities, including equipment, are in a maintained condition. Net book value of these facilities and equipment as of December 31, 2024 of $190.7 million is included in Property, plant and equipment, net on the Consolidated Balance Sheets. Jamalco has prepared capital projects to increase the proportion SML 169 bauxite to 55 % of the refinery feed.
The Jamalco facilities, including equipment, are in a maintained condition. The gross book value of these facilities and equipment as of December 31, 2025 of $488.7 million is included in Property, plant and equipment, net on the Consolidated Balance Sheets.
The bauxite transfer price to the refinery is $12.46 per tonne and tonnage is reported on a bone-dry basis. All resource estimation is based on an in-situ density of 1.44 tonnes/m 3 . 29 The Company does not have mineral resource information at December 31, 2023 or December 31, 2022 for comparative purposes.
The bauxite transfer price to the refinery is $14.43 per tonne and tonnage is reported on a bone-dry basis. All resource estimation is based on an in-situ density of 1.44 tonnes/m 3 .
On October 7, 1991, under SML 130, the Government of Jamaica granted Jamalco the rights to explore and mine the bauxite in the leased area for a period of 40 years, expiring in 2031. The center of SML 130 is located at 18°02’N and 77°25’W and covers 137.3mi 2 .
Catherine Parish in the southeastern region of Jamaica. 26 Table of Contents On October 7, 1991, under SML 130, the Government of Jamaica granted Jamalco the rights to explore and mine the bauxite in the leased area for a period of 40 years, expiring in 2031.
Holly 100% Owned Grundartangi Facility 100% owned; long-term ground lease Vlissingen Facility 100% owned; long-term ground lease Jamalco 55% Joint venture interest; long-term ground lease Chicago Corporate Office Long-term office lease Bauxite Mining Properties Century has access to large bauxite deposit areas with mining rights that extend in many cases more than 12 years from the date of this Form 10-K.
Item 1. Business . Facility Ownership Sebree 100% Owned Mt. Holly 100% Owned Grundartangi Facility 100% owned; long-term ground lease Vlissingen Facility 100% owned; long-term ground lease Jamalco 55% Joint venture interest; long-term ground lease Chicago Corporate Office Long-term office lease Bauxite Mining Properties Century has access to large bauxite deposit areas with mining rights that extend through 2031.
An overall capital investment of $70.5 million has been estimated to cover mine development and installation of the necessary equipment from 2025 to 2027. Refer to the Jamalco TRS in Section 5 for more information on the property history and condition. Mining Method and Processing Operations Jamalco’s resources are based on exploration done by Jamaican Bauxite Institute (“JBI”).
Jamalco has prepared capital projects to increase the proportion SML 169 bauxite to 55 % of the refinery feed. 28 Table of Contents Refer to the Jamalco TRS in Section 5 for more information on the property history and condition. Mining Method and Processing Operations Jamalco’s resources are based on exploration done by Jamaican Bauxite Institute (“JBI”).
Infrastructure Jamalco has three office locations, a refinery, a rope conveyor and a railway. Jamalco’s mining and refinery operations may be reached by a toll road from the center of Kingston, approximately a one hour drive west of Kingston, the administrative capital and main business center of the island.
Jamalco’s mining and refinery operations may be reached by an approximately one hour drive west via toll road from the center of Kingston, the administrative capital 27 Table of Contents and main business center of the island. Jamaica has multiple daily air and sea connections to the United States, Canada, and United Kingdom.
Reference should be made to the full text of the Technical Report Summary dated February 27, 2025, with an effective date of December 31, 2024, filed as Exhibit 96.1 to this Form 10-K (the “Jamalco TRS”). 26 Property Location and Description Jamalco holds two Special Mining Leases, Special Mining Lease 130 ("SML 130") and Special Mining Lease 169 ("SML 169") in the southwestern region of Jamaica within the Parishes of Clarendon and Manchester and one Special Exclusive Prospecting License 580 ("SEPL 580") is in the St Catherine Parish in the southeastern region of Jamaica.
Property Location and Description Jamalco holds two Special Mining Leases, Special Mining Lease 130 ("SML 130") and Special Mining Lease 169 ("SML 169") in the southwestern region of Jamaica within the Parishes of Clarendon and Manchester and one Special Exclusive Prospecting License 580 ("SEPL 580") is in the St.
The lease guarantees that no other company will be allowed to mine for bauxite in the leased area. Jamalco may surrender lands to the Government of Jamaica that it has mined out and restored or lands it no longer wishes to retain free of charge.
The center of SML 130 is located at 18°02’N and 77°25’W and covers 137.3mi 2 . The lease guarantees that no other company will be allowed to mine for bauxite in the leased area.
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Item 1. Business . Facility Ownership Hawesville 100% Owned Sebree 100% Owned Mt.
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Portions of the following information are based on assumptions, qualifications, and procedures that are not fully described herein. Reference should be made to the full text of the Technical Report Summary dated February 27, 2025, with an effective date of December 31, 2024, incorporated by reference as Exhibit 96.1 to this Form 10-K (the “Jamalco TRS”).
Removed
Portions of the following information are based on assumptions, qualifications, and procedures that are not fully described herein.
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Experienced local mining contractors are engaged in the mine production process from topsoil stripping to train loading. Bauxite does not require blasting. Excavators load directly into 30 tonne highway trucks for a short haul to the stockpile areas at low operating costs for South Manchester.
Removed
Many deposits occur on the higher Manchester plateau which is connected to the stockpile at St Jago via an aerial ropeway cable conveyor over the face of a steep, rugged limestone escarpment.
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The bauxite in North Manchester requires the same method but besides poorer quality, the long hauling distance makes the bauxite more expensive per tonne. Once mined, the bauxite is hauled by train to Jamalco's refinery where the Bayer Process is used to extract alumina from bauxite.
Removed
For an accessible deposit and planning production drilling, ArcGIS software is used to produce a background image showing the created grid, JBI grid and JBI drill holes, which is then uploaded to GPS receivers. This is utilized in the field by the drillers to peg production drillholes. Additionally, a 3-D outline is generated within the orebody outline.
Added
As such, there is an insufficient time to maintain a significant inventory of reserves prior to processing, that merit reporting by Aluminpro. Refer to “Property History and Condition” above for more information on why reportable reserves are not declared.
Removed
Parcel maps are created for the production crew, showing color-coded grade information which enables selection of mining for stockpiling. Once mined, Jamalco utilizes the Bayer Process to extract alumina from bauxite. The processing plant is a fixed plan for ore crushing and washing.
Added
The Indicated mineral resources reported below are based on a scenario where all the available SML 130 bauxites have been consumed by blending with SML 169 bauxites to meet refinery specifications. This mix of Indicated resources forms the basis to the production schedule and the Initial Assessment discussed below.
Removed
Summary of Attributable Bauxite Mineral Resources Exclusive of Mineral Reserves at December 31, 2024: (tonnes shown in millions) Tonnes (1) AvAl 2 O 3 (2) (%) ReSiO 2 (3) (%) P 2 O 5 (4) (%) Measured mineral resources — — % — % — % Indicated mineral resources 27.0 38.22 % 3.03 % 1.06 % Measured + Indicated mineral resources 27.0 38.22 % 3.03 % 1.06 % Inferred mineral resources — — % — % — % (1) Represents the Company's 55% interest in the above-quoted mineral resources.
Added
It should not be assumed that all the Indicated mineral resources are economic or will be converted to ore reserves as discussed more fully below. 29 Table of Contents Summary of Attributable Bauxite Mineral Resources Exclusive of Mineral Reserves at December 31, 2025 and 2024, expressed in millions of dry metric tonnes (mdmt) and subdivided by SML: mdmt (1) AvAl 2 O 3 (2) (%) ReSiO 2 (3) (%) P 2 O 5 (4) (%) At December 31, 2025 SML 130 Measured mineral resources — — % — % — % Indicated mineral resources 8.6 37.53 % 4.31 % 0.19 % Measured + Indicated mineral resources — 37.53 % 4.31 % 0.19 % Inferred mineral resources — — % — % — % SML 169 Measured mineral resources — — % — % — % Indicated mineral resources 7.7 38.96 % 1.16 % 1.91 % Measured + Indicated mineral resources — 38.96 % 1.16 % 1.91 % Inferred mineral resources — — % — % — % At December 31, 2024 SML 130 Measured mineral resources — — % — % — % Indicated mineral resources 13.5 37.49 % 4.89 % 0.21 % Measured + Indicated mineral resources 13.5 37.49 % 4.89 % 0.21 % Inferred mineral resources — — % — % — % SML 169 Measured mineral resources — — % — % — % Indicated mineral resources 13.5 38.96 % 1.16 % 1.91 % Measured + Indicated mineral resources 13.5 38.96 % 1.16 % 1.91 % Inferred mineral resources — — % — % — % (1) Represents the Company's 55% interest (2) Available Alumina at Low Temperature (3) Reactive Silica (4) Phosphorous Cut-offs are based on a 35% AvAl 2 O 3 grade for the overall pit.
Removed
The reference point for the mineral resource is the in situ predicted dry tonnage. (2) Available Alumina at Low Temperature (3) Reactive Silica (4) Phosphorous Cut-offs are based on a 35% AvAl 2 O 3 grade for the overall pit.
Added
The overall Resources of SML 130 and SML 169 have required significant tonnage reduction, due to the 2-year delay in implementing Project Restore at the refinery which would allow for treatment of the more complex bauxites from North Manchester (SML 169).
Removed
Refer to the Jamalco TRS in Section 11 for more information on the mineral resource estimates, including key assumptions used. Exploration Activity Exploration at the property is completed using auger drilling. Deposits are identified by the slight topographic depressions across the limestone relief suggesting the potential for karst hosted bauxite mineralization.
Added
The latter resource is the tonnage that can be blended with the residual SML 130 tonnage in line with the required future refinery bauxite quality.
Removed
Aerial survey assists in the selection of potential deposits and a few prospecting auger holes allow for confirming the exploration target. At the start of operations, much of the area was owned by the government or by Jamalco and the local communities were less sensitive to bauxite development.
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High silica pits on SML 130 require low silica SML 169 bauxites to meet future quality needs. 30 Table of Contents The delay in implementing Project Restore to address the processing constraints has required a revised production schedule, to determine the diminished amount of North Manchester resource available for disclosure.
Removed
Currently, the ownership of land parcels requires Jamalco to obtain sufficient rights before exploration is completed. Recent exploration has not been material to operations.
Added
During 2025, 10% of the bauxite mined was from SML 169 with only 13% of production planned from SML 169 in 2026, thus accelerating the depletion of SML 130 blendable bauxites. Refer to the Jamalco TRS in Section 11 for more information on the mineral resource estimates, including key assumptions used.
Removed
The following table shows a summary of the deposits, drill holes, and assays completed at the property as of September 30, 2024: Deposits Holes Meters Sampled Analyses SML 130 152 4,542 24,244 15,890 SML 169 172 9,727 57,095 37,464 Internal Controls We have internal controls and procedures designed for quality assurance and quality control on the Company’s production activities and associated information for the estimation of mineral resources and reserves.
Added
Exploration Activity Exploration at the property is completed using auger drilling. Exploration in 2025 has been focused on drilling pits within the Mocho mining area of SML 130 where 79 deposits are identified. Drilling has been carried out on five pits for which Jamalco has prepared estimates deemed Indicated Resources totaling 0.5kt.
Added
A total of 391 holes were drilled in 2025 at 15m centers resulting in 2,748 assays. These pits require further drilling at depth, and final deposit modelling. Internal Controls We have internal controls and procedures designed for quality assurance and quality control on the Company’s production activities and associated information for the estimation of mineral resources and reserves.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+28 added−78 removed32 unchanged
Biggest changeThe following table sets forth, for the periods indicated, the shipment volumes and revenues for primary aluminum shipments: SHIPMENTS - PRIMARY ALUMINUM (1) United States Iceland Total Tonnes Revenue $ Tonnes Revenue $ Tonnes Revenue $ (dollars in millions) 2024 378,193 $ 1,074.6 299,774 $ 793.3 677,967 $ 1,867.9 2023 389,331 $ 1,139.0 311,349 $ 827.0 700,680 $ 1,966.0 2022 459,991 $ 1,650.4 308,700 $ 1,040.1 768,691 $ 2,690.5 (1) Excludes scrap aluminum, purchased aluminum and alumina sales Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales (in millions) 2024 2023 Twelve months ended December 31, $ 2,220.3 $ 2,185.4 Net sales: Net sales increased by $34.9 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily due to higher third-party alumina sales of $125.5 million attributable to a full year of Jamalco 36 operations and higher LME and regional premium price realizations of $6.0 million.
Biggest changeAny adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows. 37 Table of Contents SHIPMENTS - PRIMARY ALUMINUM (1) United States Iceland Total Tonnes Revenue Tonnes Revenue Tonnes Revenue (dollars in millions) 2025 371,708 $ 1,411.7 275,404 $ 785.6 647,112 $ 2,197.3 2024 378,193 $ 1,076.6 299,774 $ 793.3 677,967 $ 1,867.9 2023 389,331 $ 1,139.0 311,349 $ 827.0 700,680 $ 1,966.0 (1) Excludes scrap aluminum, purchased aluminum and alumina sales Year Ended December 31, 2025 2024 (As Restated) Net sales Related parties $ 1,365.5 $ 1,312.1 Other customers 1,162.4 908.2 Total net sales 2,527.9 2,220.3 Gross profit 256.4 172.0 Selling, general and administrative expenses 79.9 56.8 Net (loss) gain on forward and derivative contracts - nonaffiliates (94.7) 2.5 Net gain (loss) on forward and derivative contracts - affiliates — (0.5) Loss on early extinguishment of debt (7.7) — Bargain purchase gain — 245.9 Income tax benefit (expense) 13.1 (3.2) Net income 15.8 306.7 Net loss attributable to noncontrolling interests (26.0) (30.1) Net income attributable to Century stockholders 41.8 336.8 Net sales Net sales increased by $307.6 million for the twelve months ended December 31, 2025, compared to the same period in 2024, primarily due to favorable realized LME and regional price premiums of $415.9 million, partially offset by decreased third party alumina sales of $54.6 million and unfavorable volume and sales mix of $107.4 million.
Property, Plant and Equipment Impairment We review our property, plant and equipment for impairment whenever events or circumstances indicate that the carrying amount of these assets (asset group) may not be recoverable.
Property, Plant and Equipment Impairment We review our property, plant and equipment for impairment whenever events or circumstances indicate that the carrying amount of these assets (or asset group) may not be recoverable.
We are a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See Note 17.
We are also a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See Note 17.
The alumina price is influenced by a number of factors, including global supply-demand balance, natural disasters and weather events, and other factors outside of our control. Additionally, with our acquisition of a 55% interest in Jamalco, we secured a predictable, long-term supply of alumina and achieved increased transparency and control of our supply chain.
The alumina price is influenced by a number of factors, including global supply-demand balance, natural disasters and weather events, and other factors outside of our control. Additionally, with our acquisition of a 55% interest in Jamalco, we secured a long-term supply of alumina and achieved increased transparency and control of our supply chain.
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- 40 Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.
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.
Alumina and electrical power represent the two largest components of our cost of goods sold. As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations. The pricing under our alumina 35 supply contracts varies from contract to contract.
Alumina and electrical power represent the two largest components of our cost of goods sold. As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations. The pricing under our alumina supply contracts varies from contract to contract.
These estimates of future cash flows include management’s assumptions about the expected use of the assets (asset group), the remaining useful life, expenditures to maintain the service potential, market and cost assumptions.
These estimates of future cash flows include management’s assumptions about the expected use of the assets (or asset group), the remaining useful life, expenditures to maintain the service potential, market and cost assumptions.
The carrying amount of the assets (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets (asset group).
The carrying amount of the assets (or asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets (or asset group).
The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. We made no repurchases during the years ended 2024, 2023, and 2022. As of December 31, 2024, we had $43.7 million remaining under the repurchase program authorization.
The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. We made no repurchases during the years ended 2025, 2024, and 2023. As of December 31, 2025, we had $43.7 million remaining under the repurchase program authorization.
As of December 31, 2024, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement. However, any securities that we may issue in the future may limit our ability, and the ability of certain of our subsidiaries, to pay dividends or make distributions in respect of capital stock.
As of December 31, 2025, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement. However, any securities that we may issue in the future may limit our ability, and the ability of certain of our subsidiaries, to pay dividends or make distributions in respect of capital stock.
Fair Values and Sensitivity Analysis The following tables present the fair values of our derivative assets and liabilities as of year-end 2024 and 2023 and the effect on the fair value of a hypothetical ten percent (10%) adverse change in the market prices in effect at December 31, 2024 and 2023.
Fair Values and Sensitivity Analysis The following tables present the fair values of our derivative assets and liabilities as of year-end 2025 and 2024 and the effect on the fair value of a hypothetical ten percent (10%) adverse change in the market prices in effect at December 31, 2025 and 2024.
"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.
"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 41 Table of Contents and several.
Weighted Average Discount Rate Assumption for: 2024 2023 Pension plans 5.99% 5.19% OPEB plans 5.62% 5.19% A change of a half percentage point in the discount rate for our defined benefit plans would have the following effects on our obligations under these plans as of December 31, 2024: Effect of changes in the discount rates on the Projected Benefit Obligations for: 50 basis point increase 50 basis point decrease (dollars in millions) Pension plans $ (13.3) $ 14.7 OPEB plans (2.9) 3.1 44 Long-term Rate of Return on Plan Assets Assumption Our expected long-term rate of return on plan assets is derived from our asset allocation strategies and anticipated future long-term performance of individual asset classes.
Weighted Average Discount Rate Assumption for: 2025 2024 Pension plans 6.00% 5.99% OPEB plans 5.39% 5.62% A change of a half percentage point in the discount rate for our defined benefit plans would have the following effects on our obligations under these plans as of December 31, 2025: Effect of changes in the discount rates on the Projected Benefit Obligations for: 50 basis point increase 50 basis point decrease (dollars in millions) Pension plans $ (13.3) $ 14.7 OPEB plans (2.9) 3.1 Long-term Rate of Return on Plan Assets Assumption Our expected long-term rate of return on plan assets is derived from our asset allocation strategies and anticipated future long-term performance of individual asset classes.
Bargain purchase gain (in millions) 2024 2023 Twelve months ended December 31, $ 245.9 $ — Bargain purchase gain: We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023, and recognized $245.9 million for the year ended December 31, 2024.
Bargain purchase gain We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023, and recognized $245.9 million for the year ended December 31, 2024.
Our analysis gives consideration to recent plan performance and historical returns; however, the assumptions are primarily based on long-term, prospective rates of return. The weighted average long-term rate of return on plan assets for our defined benefit pension plans is 7.28% for 2024.
Our analysis gives consideration to recent plan performance and historical returns; however, the assumptions are primarily based on long-term, prospective rates of return. The weighted average long-term rate of return on plan assets for our defined benefit pension plans is 7.40% for 2025.
Market-Based Power Price Sensitivity Market-Based Electrical Power Agreements Hawesville and Sebree have a market-based electrical power agreement with Kenergy and Century Marketer, LLC ("Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant.
Market-Based Power Price Sensitivity Market-Based Electrical Power Agreements Sebree has a market-based electrical power agreement with Kenergy and Century Marketer LLC ("Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant.
We believe the projected cash flows used to determine the Ryan Curve rate provide a good approximation of the timing and amounts of our defined benefit payments under our plans and no adjustment to the Ryan Curve rate has been made.
We use the Ryan Above Median Yield Curve (the "Ryan Curve"). We believe the projected cash flows used to determine the Ryan Curve rate provide a good approximation of the timing and amounts of our defined benefit payments under our plans and no adjustment to the Ryan Curve rate has been made.
In that case, an impairment loss would be recognized for the amount by which the carrying amount exceeds the fair value of the assets (asset group), with the fair value determined using a discounted cash flow calculation.
In that case, an impairment loss would be recognized for the amount by which the carrying amount 43 Table of Contents exceeds the fair value of the assets (or asset group), with the fair value determined using a discounted cash flow calculation.
The dividend and distribution limitations are applicable to certain of our subsidiaries only in the case of an event of default or failure to comply with certain financial covenants. As of December 31, 2024, we and our subsidiaries were in compliance with all such covenants or maintained availability above such covenant triggers.
The dividend and distribution limitations are applicable to certain of our subsidiaries only in the case of an event of default or failure to comply with certain financial covenants. As of December 31, 2025, we and our subsidiaries were in compliance with all such covenants or maintained availability abo ve such covenant triggers.
Holly Grundartangi Total Expected average load (in megawatts ("MW")) 482 385 400 543 1,810 Annual expected electrical power usage (in megawatt hours ("MWh")) 4,222,320 3,372,600 3,504,000 4,756,680 15,855,600 Annual cost impact of an increase or decrease of $1 per MWh (in millions) $ 4.2 $ 3.4 $ 3.5 $ 4.8 $ 15.9 Foreign Currency We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the Iceland krona ("ISK"), the Euro, the Chinese renminbi, the Jamaican dollar and other currencies.
Holly Grundartangi Total Expected average load (in megawatts ("MW")) 385 400 543 1,328 Annual expected electrical power usage (in megawatt hours ("MWh")) 3,372,600 3,504,000 4,756,680 11,633,280 Annual cost impact of an increase or decrease of $1 per MWh (in millions) $ 3.4 $ 3.5 $ 4.8 $ 15.9 Foreign Currency We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the Iceland krona ("ISK"), the Euro, the Chinese renminbi, the Jamaican dollar and other currencies.
Asset Fair Value Fair Value with 10% Adverse Price Change 2024 2023 2024 2023 Commodity contracts (1) $ 4.5 $ 2.9 $ (3.7) $ 0.5 Foreign exchange contracts (2) — — — — Total $ 4.5 $ 2.9 $ (3.7) $ 0.5 47 Liability Fair Value Liability Fair Value with 10% Adverse Price Change 2024 2023 2024 2023 Commodity contracts (1) 4.4 $ 7.8 (0.2) $ 15.3 Foreign exchange contracts (2) — 0.1 — 0.6 Total $ 4.4 $ 7.9 $ (0.2) $ 15.9 (1) Commodity contracts reflect our outstanding LME and MWP forward financial sales contracts, fixed for floating swaps, HFO price swaps and Indiana Hub power price swaps.
Asset Fair Value Asset Fair Value with 10% Adverse Price Change 2025 2024 2025 2024 Commodity contracts (1) $ 1.9 $ 4.5 $ 1.6 $ (3.7) Foreign exchange contracts (2) — — — — Total $ 1.9 $ 4.5 $ 1.6 $ (3.7) Liability Fair Value Liability Fair Value with 10% Adverse Price Change 2025 2024 2025 2024 Commodity contracts (1) $ 66.0 $ 4.4 $ 92.0 $ (0.2) Foreign exchange contracts (2) — — — — Total $ 66.0 $ 4.4 $ 92.0 $ (0.2) (1) Commodity contracts reflect our outstanding LME and MWP forward financial sales contracts, fixed for floating swaps, HFO price swaps and Indiana Hub power price swaps.
The amount of a valuation allowance is based upon our best estimate of our ability to realize the net deferred tax assets. We have a valuation allowance of $504.4 million recorded against our net U.S. and Jamaican deferred tax assets and a portion of our Icelandic deferred tax assets as of December 31, 2024.
The amount of a valuation allowance is based upon our best estimate of our ability to realize the net deferred tax assets. We have a valuation allowance of $471.0 million recorded against our net U.S. and Jamaican deferred tax assets and a portion of our Icelandic deferred tax assets as of December 31, 2025.
Critical accounting estimates require management to make assumptions about matters that are highly uncertain at the time of the estimate and a change in these estimates may have a material impact on our financial position or results of operations.
Those judgments are normally based on knowledge and experience about past and current events and on assumptions about future events. Critical accounting estimates require management to make assumptions about matters that are highly uncertain at the time of the estimate and a change in these estimates may have a material impact on our financial position or results of operations.
Under this agreement, Century Marketer purchases electrical power on the open market for resale to Kenergy, which then resells the power to Hawesville and Sebree at MISO energy pricing, plus transmission and other costs incurred by them. See Item 1. Business - Key Production Costs - Electrical Power Supply Agreements for additional information about these market-based power agreements.
Under this agreement, Century Marketer purchases electrical power on the open market for resale to Kenergy, which then resells the power to Sebree at MISO energy pricing, plus transmission and other costs incurred by them. See Item 1.
The average market alumina index price as a percentage of market LME price per tonne was 21% for 2024, 15% for 2023 and 13% for 2022. Electrical power is our other largest operating cost. Currently, our Hawesville and Sebree plants receive all of their electricity requirements under market-based power agreements.
The average market alumina index price as a percentage of market LME price per tonne was 15% for 2025, 21% for 2024 and 15% for 2023. Electrical power is our other largest operating cost. Currently, our Sebree plant receives all of its electricity requirements under a market-based power agreement.
(2) Foreign exchange contracts reflect our outstanding FX swaps and the casthouse currency hedges. 48
(2) Foreign exchange contracts reflect our outstanding FX swaps and the casthouse currency hedges. 46 Table of Contents
The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements. The larger Landsvirkjun agreement provides for fixed rate with an additional variable rate linked to the LME.
These power purchase agreements, which expire on various dates from 2026 through 2036 (subject to extension). The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements. The larger Landsvirkjun agreement provides for fixed rate with an additional variable rate linked to the LME.
Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S. revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base but not less than $17.9 million.
Increases in the price of aluminum and/or restarts of previously curtailed operations, for example, increase our borrowing base by increasing our accounts receivable and inventory balances; decreases in the price of aluminum and/or curtailments of production capacity would decrease our borrowing base by reducing our accounts receivable and inventory balances. 39 Table of Contents Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S. revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base but not less than $17.9 million.
On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding.
On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding. With the help of this funding, we intend to construct, own and operate together with EGA in Inola, Oklahoma. See Item 1A.
The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries are disclosed below: December 31, 2024 December 31, 2023 Current assets $ 414.0 $ 361.5 Non-current assets 698.4 648.6 Current liabilities 247.1 253.6 Non-current liabilities 490.4 485.7 Twelve months ended December 31, 2024 Net sales $ 1,756.0 Gross profit (loss) 145.9 Income (loss) before income taxes 89.8 Net income (loss) 336.8 As of December 31, 2024 and December 31, 2023, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $40.4 million and $48.7 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $358.1 million and $384.9 million, respectively.
The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries are disclosed below: December 31, 2025 December 31, 2024 Current assets $ 646.0 $ 414.0 Non-current assets 833.7 698.4 Current liabilities 268.2 247.1 Non-current liabilities 607.6 490.4 Twelve months ended December 31, 2025 Net sales $ 2,063.6 Gross profit (loss) 334.7 Income (loss) before income taxes 160.2 Net income (loss) 41.8 As of December 31, 2025 and December 31, 2024, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $72.9 million and $40.4 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $509.4 million and $358.1 million, respectively.
In addition, indirect factors that lead to power cost increases, such as any increasing prices for natural gas or coal, fluctuations in or extremes in weather patterns or new or more stringent environmental regulations may severely impact our financial condition, results of operations and liquidity. 46 The consumption shown in the table below reflects each operation at 100% production capacity and does not reflect production curtailments.
In addition, indirect factors that lead to power cost increases, such as any increasing prices for natural gas or coal, fluctuations in or extremes in weather patterns or new or more stringent environmental regulations may severely impact our financial condition, results of operations and liquidity.
Our liabilities under these defined benefit plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of return on plan assets. We review our actuarial assumptions on an annual basis and make modifications to the assumptions when appropriate.
Pension and Other Postretirement Benefit Liabilities We sponsor several pension and OPEB plans. Our liabilities under these defined benefit plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of return on plan assets.
Income tax (expense) benefit (in millions) 2024 2023 Twelve months ended December 31, $ (3.2) $ 14.6 Income tax (expense) benefit: We have a valuation allowance recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2024.
Income tax benefit (expense) We have a valuation allowance recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2025.
Item 1A. Risk Factors . 34 The historic volatility of the price of aluminum is reflected in the chart below: During 2024, global, macroeconomic trends continued to impact global LME inventory levels which remain near all-time lows.
Item 1A. Risk Factors . The historic volatility of the price of aluminum is reflected in the chart below: During 2025, global, macroeconomic trends continued to impact global LME inventory levels which remain near all-time lows. Low inventory levels, challenged aluminum supply growth and improving global demand for aluminum all led to a supportive pricing environment for aluminum in 2025.
Additionally, extreme geopolitical events, such as the on-going Russia-Ukraine conflict, which led to the cut-off of natural gas supply to Western Europe and increased exports of U.S natural gas as result, may result in significant power costs globally. Our Mt. Holly plant has a power supply agreement with Santee Cooper that runs through December 2026.
Additionally, extreme geopolitical events, such as the on-going Russia-Ukraine conflict, which led to the cut-off of natural gas supply to Western Europe and increased exports of U.S natural gas as result, may result in significant power costs globally. Century Aluminum of South Carolina, Inc.
Discount Rate Selection We select a discount rate for purposes of measuring obligations under defined benefit plans by matching cash flows separately for each plan to the yields on high-quality zero coupon bonds. We use the Ryan Above Median Yield Curve (the "Ryan Curve").
We review our actuarial assumptions on an annual basis and make modifications to the assumptions when appropriate. Discount Rate Selection We select a discount rate for purposes of measuring obligations under defined benefit plans by matching cash flows separately for each plan to the yields on high-quality zero coupon bonds.
We have entered into financial contracts to hedge the risk of fluctuations associated with the ISK and Euro under our casthouse currency hedges. Natural Economic Hedges Any analysis of our exposure to the commodity price of aluminum should consider the impact of natural hedges provided by certain contracts that contain pricing indexed to the LME price for primary aluminum.
Natural Economic Hedges Any analysis of our exposure to the commodity price of aluminum should consider the impact of natural hedges provided by certain contracts that contain pricing indexed to the LME price for primary aluminum.
These costs may be subject to increasing inflationary pressures, which could adversely affect our business, financial condition and results of operations. Because we sell our products based principally on the LME price for primary aluminum, regional premiums and value-added product premiums, we are unable to pass increased production costs on to our customers.
Because we sell our products based principally on the LME price for primary aluminum, regional premiums and value-added product premiums, we are unable to pass increased production costs on to our customers.
Our principal uses of cash 37 include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.
Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements. We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months.
This requires management to use its judgment when making assumptions about future selling prices and the costs to complete our inventory during the period in which it will be sold. Our assumptions are subject to inherent uncertainties given the volatility surrounding the market price for primary aluminum sales and the market price for our major inputs, alumina and electrical power.
This requires management to use its judgment when making assumptions about future selling prices and the costs to complete our inventory during the period in which it will be sold.
See Note 20. Derivatives to the consolidated financial statements included herein for additional information.
Commitments and Contingencies to the consolidated financial statements included herein for additional information.
Certain of our alumina contracts and a substantial portion of Grundartangi’s electrical power requirements are indexed to the LME price for primary aluminum and provide a natural hedge for a portion of our production.
Certain of our alumina contracts and a substantial portion of Grundartangi’s electrical power requirements are indexed to the LME price for primary aluminum and provide a natural hedge for a portion of our production. 45 Table of Contents Risk Management Any metals, power, natural gas and foreign currency risk management activities are subject to the control and direction of senior management within guidelines established by Century’s Board of Directors.
Although we believe that the assumptions used to estimate the market value of our inventory are reasonable, actual market conditions at the time our inventory is sold may be more or less favorable than management’s current estimates. Pension and Other Postretirement Benefit Liabilities We sponsor several pension and OPEB plans.
Our assumptions are subject to inherent uncertainties given the volatility surrounding the market price for primary aluminum sales and the market price for our major inputs, alumina and electrical power. 42 Table of Contents Although we believe that the assumptions used to estimate the market value of our inventory are reasonable, actual market conditions at the time our inventory is sold may be more or less favorable than management’s current estimates.
Selling, general and administrative expenses (in millions) 2024 2023 Twelve months ended December 31, $ 56.8 $ 44.3 Selling, general and administrative expenses: Selling, general and administrative expenses increased $12.5 million in 2024 compared to 2023, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year and engineering costs associated with evaluating a new smelter project.
Selling, general and administrative expenses Selling, general and administrative expenses increased by $23.1 million for the twelve months ended December 31, 2025 2025 compared to the same period in 2024, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year. See Note 14.
Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $244.5 million as of December 31, 2024. Our material contractual obligations consist of purchase obligations under long-term alumina and power contracts, debt and related interest payments and operating leases. See Note 6. Leases , Note 8. Debt , Note 17.
Our material contractual obligations consist of purchase obligations under long-term alumina and power contracts, debt and related interest payments and operating leases. See Note 18. Asset Retirement Obligations , Note 17. Commitments and Contingencies , Note 8. Debt and Note 6.
Commitments and Contingencies to the consolidated financial statements included herein for additional information. Capital Resources We intend to finance our future capital expenditures from available cash, cash flow from operations and if necessary, borrowings under our existing revolving credit facilities.
The repurchase program may be expanded, suspended or discontinued by our Board, in its sole discretion, at any time. Capital Resources and Commitments We intend to finance our future capital expenditures from available cash, cash flow from operations and if necessary, borrowings under our existing revolving credit facilities.
Low inventory levels, challenged aluminum supply growth and improving global demand for aluminum all led to a supportive pricing environment for aluminum in 2024. The following table summarizes the average price for primary aluminum per tonne for the years ended December 31, 2024, 2023 and 2022.
The following table summarizes the average price for primary aluminum per tonne for the years ended December 31, 2025, 2024 and 2023.
Sources and Uses of Cash Our cash flows from operating, investing and financing activities as reflected in the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2024, 2023 and 2022 are summarized below: Twelve months ended December 31, (in millions) 2024 2023 2022 Net cash (used in) provided by operating activities $ (24.6) $ 105.6 $ 25.9 Net cash used in investing activities (67.3) (57.8) (85.5) Net cash provided by (used in) financing activities 37.3 (13.0) 74.4 Change in cash, cash equivalents and restricted cash $ (54.6) $ 34.8 $ 14.8 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The change in net cash used in operating activities for the year ended December 31, 2024 compared to cash provided by operating activities for the year ended December 31, 2023 was driven by a increase in net working capital of $195.2 million primarily associated with increased inventory levels attributable to timing of shipments of fourth quarter production and higher uncollected receivables, including amounts related to the Manufacturing Credit Receivable, include $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024.
Sources and Uses of Cash Our cash flows from operating, investing and financing activities as reflected in the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2025, 2024 and 2023 are summarized below: Twelve months ended December 31, (in millions) 2025 2024 2023 (As Restated) (As Restated) Net cash provided by (used in) operating activities $ 185.0 $ (24.6) $ 105.6 Net cash used in investing activities (100.2) (80.0) (57.8) Net cash provided by (used in) financing activities 15.1 50.0 (13.0) Change in cash, cash equivalents and restricted cash $ 99.9 $ (54.6) $ 34.8 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The change in net cash provided by operating activities for the year ended December 31, 2025 compared to cash used in operating activities for the year ended December 31, 2024 was driven by a an increase in net income adjusted for noncash items attributable to improved LME and regional premiums, partially offset by an increase in net working capital.
Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition. Capital expenditures incurred for the year ended December 31, 2024 were $82.3 million, including expenditures related to the Jamalco port repair and expenditures of $37.2 million associated with the Grundartangi casthouse project.
Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition.
Approximately 30% of the power is priced at a fixed price with an additional LME-linked component. Production/Shipment Volumes Shipment volume is another key determinant of our financial results. Fluctuations in production and shipment volumes, other than through acquisitions or expansions, are generally small period over period.
In Iceland, approximately 70% of the power requirements for our Grundartangi plant are fully-indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs. Approximately 30% of the power is priced at a fixed price with an additional LME-linked component. Shipment volume is another key determinant of our financial results.
Power is supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements with three separate suppliers - HS, Landsvirkjun and OR. These power purchase agreements, which expire on various dates from 2026 through 2036 (subject to extension).
Business - Key Production Costs - Electrical Power Supply Agreements for additional information about these market-based power agreements. 44 Table of Contents Power is supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements with three separate suppliers - HS, Landsvirkjun and OR.
On October 24, 2024, the U.S. Department of the Treasury and the Internal Revenue Service released final rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Final Regulations”). The Final Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.
Inflation Reduction Act Manufacturing Production Credit Our estimate of the Section 45X advanced manufacturing production tax credit is based on Final Regulations released by the U.S. Department of the Treasury and the Internal Revenue Service on October 24, 2024.
Risk Management Any metals, power, natural gas and foreign currency risk management activities are subject to the control and direction of senior management within guidelines established by Century’s Board of Directors. These activities are regularly reported to and reviewed by Century’s Board of Directors.
These activities are regularly reported to and reviewed by Century’s Board of Directors.
We recognized $3.2 million income tax expense in 2024 as compared to an income tax benefit of $14.6 million in 2023. The period-to-period change is primarily related to foreign results in the current period. See Note 16. Income Taxes to the consolidated financial statements included herein for additional information.
Income tax expense decreased by $16.3 million for the twelve months ended December 31, 2025 compared to the same period in 2024, primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis. See Note 16. Income Taxes to the Consolidated Financial Statements included herein for additional information.
As of December 31, 2024, we had cash and cash equivalents of approximately $32.9 million and unused availability under our revolving credit facilities of $211.6 million (including $80.0 million under the Vlissingen Facility Agreement referred to below).
As of December 31, 2025, we had unrestricted cash and cash equivalents of approximately $134.2 million and unused availability under our credit facilities of $283.8 million . Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $418.0 million as of December 31, 2025.
Under this power supply agreement, 100% of Mt. Holly’s current electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. In Iceland, approximately 70% of the power requirements for our Grundartangi plant are fully-indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs.
("CASC") has a power supply agreement with Santee Cooper that has an effective term through December 2031. Under this power supply agreement, 100% of Mt. Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. The contract provides sufficient energy to allow Mt. Holly to operate at full production capacity.
The preparation of the financial statements requires that management make judgments, assumptions and estimates in applying these accounting policies. Those judgments are normally based on knowledge and experience about past and current events and on assumptions about future events.
As of December 31, 2024 and December 31, 2025, there was no intercompany current loan. Critical Accounting Estimates Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies to the consolidated financial statements. The preparation of the financial statements requires that management make judgments, assumptions and estimates in applying these accounting policies.
A change in eligible costs of $10 million would impact our estimate by $1 million. 45 Recently Issued Accounting Standards Updates Information regarding recently issued accounting pronouncements is included in Note 1. Summary of Significant Accounting Policies to the consolidated financial statements included herein. Item 7A.
Summary of Significant Accounting Policies to the consolidated financial statements included herein. Item 7A.
The project was completed and began production in 2024. In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.
The decrease in net cash provided by financing activities in 2025 compared to net cash provided by financing activities in 2024 was primarily due the early redemption of the 2028 Notes, the extinguishment of the Grundartangi casthouse facility, lower net borrowings on our revolving credit facilities, payment of taxes withheld for share-based compensation and repayment on our Vlissingen Credit facility, mostly offset by proceeds from the issuance of the 2032 Notes. 40 Table of Contents Share Repurchase Program In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.
Commitments and Contingencies and Note 18. Asset R etirement O bligations ("ARO") to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts. Available Cash Our available cash and cash equivalents balance at December 31, 2024 was $32.9 million compared to $88.8 million at December 31, 2023.
Leases and to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts. We have certain legal commitments, including obligations related to retiree medical benefits, pension contributions, power supply contracts, and labor agreements.
December 31, ($ per tonne) 2024 2023 2022 Average LME $ 2,419 $ 2,252 $ 2,707 Average MWP $ 427 $ 512 $ 657 Average EDPP $ 314 $ 277 $ 466 Energy, Key Supplies and Raw Materials Our operating costs are significantly impacted by changes in the prices of the materials used in the production of aluminum, including alumina, electrical power and carbon products.
Our operating costs are significantly impacted by changes in the prices of the materials used in the production of aluminum, including alumina, electrical power and carbon products. These costs may be subject to increasing inflationary pressures, which could adversely affect our business, financial condition and results of operations.
Removed
Any adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows.
Added
December 31, ($ per tonne) 2025 2024 2023 Average LME $ 2,630 $ 2,419 $ 2,252 Average MWP $ 1,295 $ 427 $ 512 Average EDPP $ 252 $ 314 $ 277 Restatement of Prior Period Results Subsequent to the issuance of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company identified an error in its historical financial statements related to its accounting for the consolidation of its 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.
Removed
These changes are offset by unfavorable aluminum volume and mix of $96.6 million due to lower shipments from Mt. Holly and Grundartangi and lower realized premiums for value-added products.
Added
The Company determined that corrections to the financial statements for the impacts of this error were required for all impacted prior periods presented in this Annual Report on Form 10-K.
Removed
Gross profit (in millions) 2024 2023 Twelve months ended December 31, $ 185.0 $ 91.9 Gross profit (loss) : Gross profit increased by $93.1 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily driven by favorable raw material price realization of $125.1 million, $33.2 million attributable to the Inflation Reduction Act manufacturing production credit, which includes $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024, and favorable power price realization of $20.8 million.
Added
Therefore, the Company has 36 Table of Contents reflected these corrections in the consolidated financial statements for the periods presented in this Annual Report on Form 10-K and in the discussion under "- Results of Operations" and "- Liquidity and Capital Resources" below. See Explanatory Note, Note 22. Restatement of Previously Issued Financial Statements and Note 23.
Removed
The changes were partially offset by unfavorable volume and product mix of $53.0 million and $28.9 million of additional operating expenses. Additional operating expenses were driven by increased labor costs to scale up the completed Iceland casthouse project and higher maintenance costs at Mt. Holly required to maintain stability.
Added
Quarterly Financial Information (Unaudited and Restated) for additional information . Results of Operations The following discussion for the year ended December 31, 2025 reflects no change in production capacities as compared to the year ended December 31, 2024.
Removed
See Note 14. Share-based compensation to the consolidated financial statements included herein for additional information.
Added
Our net sales are impacted primarily by the LME price for aluminum, regional and value-added premiums, and the volume and product mix of aluminum we ship during the period. In general, our results reflect the LME and regional premium pricing on an approximately one to three month lag basis reflecting contractual terms with our customers.
Removed
Net gain (loss) on forward and derivative contracts - nonaffiliates (in millions) 2024 2023 Twelve months ended December 31, $ 2.5 $ (62.4) Net gain (loss) on forward and derivative contracts: In 2024, we recognized gains of $2.0 million compared to losses of $61.8 million in 2023 primarily driven by lower settlements on the Nord Pool contracts than expected in 2023.
Added
Fluctuations in production and shipment volumes, other than through acquisitions or expansions, are generally small period over period.
Removed
We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months.
Added
Gross profit Gross profit increased by $84.4 million for the twelve months ended December 31, 2025, compared to the same period in 2024, primarily due to favorable realized LME and regional price premiums of $415.9 million, partially offset by unfavorable raw material price realization of $115.7 million, higher power price realization of $93.0 million, higher other costs of $72.5 million including increased maintenance costs for non-recurring engineering projects, labor expenses associated with the Mt.
Removed
These increases were partially offset by a decrease in accounts payable due to timing of payments.
Added
Holly restart project and ramp up expenses related to the completed Grundartangi casthouse, and unfavorable volume and sales mix of $42.1 million.
Removed
Additionally, this variance was partially offset by a $373.0 million increase in net income between periods, primarily attributable to the recognition of the bargain purchase gain of $245.9 million related to the Jamalco acquisition and reduction in unrealized losses on derivative contracts in the current year.
Added
Share-based compensation to the consolidated financial statements included herein for additional information. 38 Table of Contents Net (loss) gain on forward and derivative contracts - nonaffiliates Net loss on forward and derivative contracts - nonaffiliates changed by $97.2 million for the twelve months ended December 31, 2025 compared to the same period in 2024, primarily due to an increase in volumes and fluctuations in forward prices related to MWP and LME hedges.
Removed
The increase in net cash used in investing activities during 2024 was primarily due to lower cash inflows from proceeds of sales of property, plant and equipment during 2024 compared to 2023. The Company received cash inflows of $25.7 million from the Mt. Holly land sale in 2023.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn general, Century seeks to address cybersecurity risks through a comprehensive approach that is focused on preserving the confidentiality, security and availability of the information that Century generates, collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. 23 As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management is supported by the Company’s Chief Information Officer, other members of Management and a dedicated Cybersecurity team. • Collaborative Approach: The Company has implemented a comprehensive approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, logical access controls, and endpoint protection, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident. • Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Network Penetration Testing: The Company performs an internal and external network penetration test led by its Internal Audit team and addresses any findings in a timely manner.
Biggest changeAs one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: • Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management is supported by the Company’s Chief Information Officer, other members of Management and a dedicated Cybersecurity team. • Collaborative Approach: The Company has implemented a comprehensive approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, logical access controls, and endpoint protection, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident. • Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Network Penetration Testing: The Company performs an internal and external network penetration test led by its Internal Audit team and addresses any findings in a timely manner.
See “Risk Factors - Risks Related to Cybersecurity - The failure of our information technology systems, network disruptions, cyber-attacks or other breaches in data security could have a material adverse effect on our business, results of operations and financial position.” Governance Board of Directors Oversight The Board as a whole also oversees the Company’s cybersecurity risks.
See “Risk Factors - Risks Related to Cybersecurity - The failure of our information technology systems, network disruptions, cyber-attacks or other breaches in data security could have a material adverse effect on our business, results of operations and financial position.” 24 Table of Contents Governance Board of Directors Oversight The Board as a whole also oversees the Company’s cybersecurity risks.
Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues. 25
Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues. 25 Table of Contents
While the February 2022 cybersecurity intrusion did not materially and adversely affect our results of operations, such events have the potential to have a material adverse effect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.
Risks from Cybersecurity Threats Cybersecurity incidents have the potential to have a material adverse effect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.
Some of the Company’s current safeguards include multi-factor authentication for remote access to systems; performing email phishing test campaigns; email spam filtering; restricted internet firewall rules; limiting memory stick and external hard drive use; requiring timely application of security and software patches on servers; antivirus endpoint protection; performing 24-hour/7-day a week network monitoring; and improving our backup and recovery strategy, among others. 24 Management’s Role Managing Risk The Chief Information Officer, as well as other members of Management, plays a pivotal role in informing the Board on cybersecurity risks by providing comprehensive briefings to the Board on a regular basis.
Some of the Company’s current safeguards include multi-factor authentication for remote access to systems; performing email phishing test campaigns; email spam filtering; restricted internet firewall rules; limiting memory stick and external hard drive use; requiring timely application of security and software patches on servers; antivirus endpoint protection; performing 24-hour/7-day a week network monitoring; and improving our backup and recovery strategy, among others.
Removed
Risks from Cybersecurity Threats On February 16, 2022, we became aware of a cybersecurity intrusion that caused a network disruption and impacted certain of our systems. Upon detection, we took steps to address the incident, including engaging both internal resources and a team of third-party experts to investigate and respond to this intrusion.
Added
In general, Century seeks to address cybersecurity risks through a comprehensive approach that is focused on preserving the confidentiality, security and availability of the information that Century generates, collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Added
Management’s Role Managing Risk The Chief Information Officer, as well as other members of Management, plays a pivotal role in informing the Board on cybersecurity risks by providing comprehensive briefings to the Board on a regular basis.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company is currently evaluating this Executive Order and other related memoranda to determine what, if any, impact they might have on or our previously announced DOE funding. If the DOE proceeds with our funding as planned, such funding will additionally remain subject to certain compliance obligations and other terms and conditions.
Biggest changeIf the DOE proceeds with our funding as planned, such funding will additionally remain subject to certain compliance obligations and other terms and conditions. We currently intend that the DOE funding will support the construction of the new aluminum smelter that we intend to construct, own and operate together with EGA in Inola, Oklahoma.
Future transactions in our stock that may not be in our control may cause us to experience such an ownership change and thus limit our ability to utilize net operating losses, tax credits and other tax assets to offset future taxable income. 22 Risks Related to Acquisitions Acquisitions could disrupt our operations and harm our operating results.
Future transactions in our stock that may not be in our control may cause us to experience such an ownership change and thus limit our ability to utilize net operating losses, tax credits and other tax assets to offset future taxable income. Risks Related to Acquisitions Acquisitions could disrupt our operations and harm our operating results.
The application process for these grants and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives. Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code.
The application process for these grants 22 Table of Contents and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives. Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code.
Risks Related to Stock Ownership in the Company Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders. Glencore beneficially owns approximately 42.9% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock. In addition, one of our seven directors is a Glencore employee.
Risks Related to Stock Ownership in the Company Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders. Glencore beneficially owns approximately 36.4% of our outstanding common stock. In addition, one of our seven directors is a Glencore employee.
Glencore may also make investments in businesses that directly or indirectly compete with us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Item 1B. Unresolved Staff Comments Not applicable.
Glencore may also make investments in businesses that directly or indirectly compete with us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.
During the year ended December 31, 2024, we derived approximately 59.1% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2025.
During the year ended December 31, 2025, we derived approximately 54.0% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2026.
As of December 31, 2024, we had federal net operating loss carryforwards of approximately $1,571.2 million which could offset future taxable income.
As of December 31, 2025, we had federal net operating loss carryforwards of approximately $1,544.9 million which could offset future taxable income.
As previously announced, the DOE funding will support the construction of a new aluminum smelter in the Mississippi/Ohio River basins, however to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all.
However, to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all.
Removed
Since that time, the issuance of certain Executive Orders, including the Unleashing American Energy Executive Order on January 20, 2025, has required an immediate pause in the disbursement of funds appropriated through the Inflation Reduction Act pending a 90-day review period.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRefer to Note 2. Acquisition of Jamalco for further information. Jamalco Equipment Failure 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.
Biggest changeWe recognized a bargain purchase gain of $245.9 million in connection to the acquisition within the Consolidated Statements of Operations for the year ended December 31, 2024. Refer to Note 2. Acquisition of Jamalco for further information. Jamalco Equipment Failure In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit.
The key determinants of our results of operations and cash flow from operations are as follows: • the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums; • 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 76% of our cost of goods sold; and • our production volume and product mix.
The key determinants of our results of operations and cash flow from operations are as follows: • the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums; • 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 84% of our cost of goods sold; and • our production volume and product mix.
Financial Statements and Supplementary Data and in Item 1A. Risk Factors. This MD&A contains “forward-looking statements” - See “Forward-Looking Statements” above. The following discussion and analysis are for the year ended December 31, 2024, compared with the same period in 2023 unless otherwise stated.
Financial Statements and Supplementary Data and in Item 1A. Risk Factors. This MD&A contains “forward-looking statements” - See “Forward-Looking Statements” above. The following discussion and analysis are for the year ended December 31, 2025, compared with the same period in 2024 unless otherwise stated.
Each of these price components has its own drivers and variability. The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by producers, geopolitical and economic conditions, as well as production costs in major production regions.
Each of these price components has its own drivers and variability. The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by producers, geopolitical and economic conditions, as well 35 Table of Contents as production costs in major production regions.
Acquisition of 55% interest in Jamalco In May 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco, an unincorporated joint venture with the Government of Jamaica through its controlled entity Clarendon Alumina Production Limited ("CAP").
Acquisition of 55% interest in Jamalco On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco, an unincorporated joint venture with the Government of Jamaica through its controlled entity Clarendon Alumina Production Limited.
Jamalco is engaged in bauxite mining and alumina refining in Jamaica. The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture. Jamalco has alumina production capacity of approximately 1.4 million tonnes, and produced approximately 1.1 million tonnes of alumina in 2024 and approximately 1.0 million tonnes of alumina in 2023.
Jamalco is engaged in bauxite mining and alumina refining in Jamaica. The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture. Jamalco has alumina production capacity of approximately 1.4 million tonnes.
Holders As of February 27, 2025, there were 103 holders of record of our common stock, which does not include the number of beneficial owners whose common stock was held in street name or through fiduciaries. Dividend Information We did not declare dividends on our common stock in 2024 or 2023.
Holders As of February 24, 2026, there were 79 holders of record of our common stock, which does not include the number of beneficial owners whose common stock was held in street name or through fiduciaries. Dividend Information We did not declare dividends on our common stock in 2025 or 2024.
The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs. Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses. Any changes to the final regulations as part of the U.S.
The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs. Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses.
Overview We are a global producer of alumina and primary aluminum with production facilities in the United States. Iceland and Jamaica. Our primary aluminum smelters are concentrated in the U.S. and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a commensurate amount of alumina production.
Iceland and Jamaica. Our primary aluminum smelters are concentrated in the U.S. and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a commensurate amount of alumina production.
Section 45X of the Inflation Reduction Act On October 24, 2024, the U.S. Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act, which provide guidance on rules taxpayers must satisfy to qualify for the tax credit.
Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act (the "IRA"), which provide guidance on rules taxpayers must satisfy to qualify for the advanced manufacturing production tax credit provided by the IRA.
The majority of our Jamalco off-take is consumed internally at our primary aluminum smelters in a vertical integration model. We also own a carbon anode production facility located in the Netherlands.
We intend for the majority of our Jamalco off-take to be consumed internally at our primary aluminum smelters in a vertical integration model. We also own a carbon anode production facility located in the Netherlands. Carbon anodes are consumed in the production of primary aluminum. Vlissingen supplies carbon anodes to our aluminum smelter in Iceland.
Debt to the consolidated financial statements included herein. 31 Stock Performance Graph The following line graph compares Century Aluminum Company’s cumulative total return to stockholders with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Aluminum Total Return Index. These comparisons assume the investment of $100 on December 31, 2019 and the reinvestment of dividends.
Debt to the consolidated financial statements included herein. 32 Table of Contents Stock Performance Graph The following line graph compares Century Aluminum Company’s cumulative total return to stockholders with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Aluminum Total Return Index.
For discussion and analysis of the year ended December 31, 2023, compared with the same period in 2022, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024.
For discussion and analysis of the year ended December 31, 2024, compared with the same period in 2023, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025. 33 Table of Contents Overview We are a global producer of alumina and primary aluminum with production facilities in the United States.
Issuer Purchases of Equity Securities during the three months ended December 31, 2024 There were no issuer purchases of equity securities during the three months ended December 31, 2024. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Other Items for a discussion of the current stock repurchase authorization.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Other Items for a discussion of the current stock repurchase authorization. Item 6. [Reserved] Item 7.
Comparison of Cumulative Total Return to Stockholders from December 31, 2019 through December 31, 2024 As of December 31, 2019 2020 2021 2022 2023 2024 Century Aluminum Company $ 100 $ 151 $ 227 $ 112 $ 166 $ 242 Dow Jones U.S.
These comparisons assume the investment of $100 on December 31, 2020 and the reinvestment of dividends. Comparison of Cumulative Total Return to Stockholders from December 31, 2020 through December 31, 2025 As of December 31, 2020 2021 2022 2023 2024 2025 Century Aluminum Company $ 100 $ 150 $ 74 $ 110 $ 165 $ 355 Dow Jones U.S.
We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles. 33 Hurricane Beryl In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.
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. We are engaged with our insurance carriers in connection with the equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.
Removed
Aluminum Total Return Index (1) 100 93 240 185 140 194 S&P 500 Index 100 156 200 164 207 200 (1) The Dow Jones U.S. Aluminum Total Return Index replaces the Morningstar Aluminum Index in this analysis and going forward, as the latter data is no longer accessible. The latter index has been included with data through 2019.
Added
Aluminum Total Return Index 100 129 105 133 166 196 S&P 500 Index 100 259 199 151 169 241 Issuer Purchases of Equity Securities during the three months ended December 31, 2025 There were no issuer purchases of equity securities during the three months ended December 31, 2025. See Item 7.
Removed
Treasury Department's finalization of the regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2024.
Added
Each of our aluminum smelters in the United States produces anodes at on-site facilities.
Removed
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.
Added
Recent Developments New Smelter Project On January 26, 2026, we announced that we had entered into a joint development agreement with EGA to build the first new primary aluminum smelter in the United States since our Mt. Holly facility came online in 1980.
Removed
Jamalco’s production facilities escaped significant damage, but the port facility was impacted by the storm, where a portion of the alumina conveyor was damaged. Jamalco's bauxite mining and alumina production joint venture returned to full production in July 2024. Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.
Added
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.
Removed
In September 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port. Hawesville In August 2022 we fully curtailed production at the Hawesville facility. We continue to explore all options related to the Hawesville facility. See Item 1A. Risk Factors .
Added
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.
Removed
For the year ended December 31, 2024, we incurred curtailment charges of $6.8 million primarily to maintain the idle facility. These charges were partially offset by income related to scrap and materials sales of $0.5 million. Comparatively, for the year ended December 31, 2023, we incurred curtailment charges of $16.6 million, including $9.0 million related to excess capacity charges.
Added
Sale of Hawesville On February 2, 2026, we completed the sale of our Hawesville, Kentucky facility to an affiliate of Terawulf, Inc. for $200.0 million in cash and a 6.8% non-dilutive minority equity interest in the Terawulf affiliate that intends to develop and own a high-performance computing/artificial intelligence data center on the site (the “Data Center Minority Interest”).
Removed
These charges were partially offset by income related to scrap and material sales of $1.7 million. Mt. Holly Power Contract On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc. ("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt.
Added
A large portion of the proceeds are intended to be deployed to expand our domestic primary aluminum production capacity through the restart of the last potline at our Mt. Holly facility and investments in our new smelter project.
Removed
Holly aluminum smelter. The contract, which runs through December 2026, provides for 295MW of electric power at service-based rates and provides sufficient power to allow Mt. Holly to operate at its current production capacity, as well as an option to take additional power to support any future restart of the remaining 25% of production capacity.
Added
See “Risk Factors – The new smelter joint venture project with EGA is subject to numerous risks and uncertainties.” Grundartangi Equipment Failure In October 2025, our Grundartangi smelter was forced to temporarily idle production on one of its two potlines due to the failure of two transformers over a seven week period in September and October 2025.
Added
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.
Added
We currently estimate that we will begin resumption of production of the idled potline by the end of April 2026. Section 232 Aluminum Tariff In March 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S.
Added
These tariffs are intended to protect U.S. national security and incentivize primary aluminum production in the U.S., reducing reliance on imports and ensuring that domestic producers, like Century, can supply all the aluminum necessary for critical industries and national defense. In addition to primary aluminum products, the tariffs also cover certain other semi-finished products.
Added
All imports that directly compete with our products are covered by the tariff. 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.
Added
Then, in May 2025, President Trump again increased tariffs on primary aluminum from 25% to 34 Table of Contents 50%, effective June 4, 2025. Since the implementation of these changes to the Section 232 tariff program, the Midwest Premium has increased, which has had a material positive impact on our financial position and results of operations. U.S.
Added
Department of Energy Award On January 10, 2025, the Company entered into a Cooperative Agreement with the U.S. Department of Energy's ("DOE") Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act funding to build a new aluminum smelter as part of the Industrial Demonstrations Program.
Added
With the help of this funding, we intend to construct, own and operate together with EGA in Inola, Oklahoma. Section 45X of the Inflation Reduction Act On October 24, 2024, the U.S.
Added
Any changes to the final regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2025. President Trump signed Public Law No: 119-21, the One Big Beautiful Bill Act (the "Act") into law on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act.
Added
The Act removed the exemption for critical minerals related to the phase out of the advanced manufacturing production tax credit under Internal Revenue Code Section 45X of the Inflation Reduction Act of 2022 and final regulations issued in October of 2024.
Added
Under the Act, beginning in 2031, the amount of the tax credit will be reduced by 25% each year and reduced to 0% in 2034. Additionally, the Act made changes to, but not limited to, permanently extending bonus depreciation that permits full expensing of qualified property, and changes to limitations on the deductibility of interest expense.
Added
The Act did not have a material impact on our financial results for the year ended December 31, 2025. We will continue to evaluate the effects of the Act on our results as further guidance is issued.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeRisk Factor Summary Risks Related to our Industry and Business • Declines in the market price (including premiums) for primary aluminum • Excess capacity and overproduction of aluminum • Increases in energy costs and loss or disruption of our supply of power • Inability to compete • Impact of future pandemics • Curtailment of our production capacities and/or aluminum reduction facilities • Inability to realize benefits from capital projects • "Take-or-pay" obligations under our raw material and services contracts • Small customer base • Requirement to maintain substantial resources for operations • Exposure to political, economic, regulatory, currency and other risks related to our domestic and international operations • Unpredictable events affecting operations • Impact of our hedging transactions • Complexity of Jamalco business • Risks of Jamalco Joint Venture structure • Risks related to material weaknesses and ineffective internal controls over financial reporting 9 Risks Related to Labor and Employees • Failure to maintain stable and productive labor relations Risks Related to Indebtedness and Financing • Deterioration in our credit rating or financial condition • Failure to generate sufficient cash flow for debt service requirements • Levels of indebtedness and/or any future indebtedness • Interest rate risk • Covenants and restrictions in debt instruments • Dependence on intercompany transfers • Potential dilution of ownership interests upon conversion of the Convertible Notes • Impact of accounting method for settlement of Convertible Notes • Effect of the capped call transactions on Century stock and value of notes and related counterparty risk Risks Related to Cybersecurity • Failure of IT systems, network disruptions, cyber-attacks, and other security data breaches Risks Related to Legal, Regulatory and Compliance Matters • Effects of climate change, climate change legislation and/or environmental regulations • Effects of environmental, health and safety laws and regulations • Effects of trade laws or regulations • Effects of litigation and legal proceedings • Realization of benefits under Inflation Reduction Act Section 45X • Availability of our $500 million DOE funding to support the new aluminum smelter • Ability to use certain NOLs to offset future taxable income Risks Related to Acquisition • Effect of any future acquisitions or joint ventures on the Company and its operations Risks Related to Stock Ownership • Impact and influence from Glencore's ownership interests in Century Risk Related to our Industry and Business Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Biggest changeHolly and idled capacity at Grundartangi • Increases in raw material costs and supply disruptions • Inability to realize benefits from capital projects • The formation of a joint venture project with EGA and the construction of the associated new smelter • "Take-or-pay" obligations under our raw material and services contracts • Small customer base • Requirement to maintain substantial resources for operations • Exposure to political, economic, regulatory, currency and other risks related to our domestic and international operations • Unpredictable events affecting operations • Impact of our hedging transactions • Complexity of Jamalco business • Risks of Jamalco Joint Venture structure • Risks related to material weaknesses and ineffective internal controls over financial reporting Risks Related to Labor and Employees • Failure to maintain stable and productive labor relations Risks Related to Indebtedness and Financing • Deterioration in our credit rating or financial condition • Failure to generate sufficient cash flow for debt service requirements • Levels of indebtedness and/or any future indebtedness • Interest rate risk • Covenants and restrictions in debt instruments • Dependence on intercompany transfers • Potential dilution of ownership interests upon conversion of the Convertible Notes • Impact of accounting method for settlement of Convertible Notes • Effect of the capped call transactions on Century stock and value of notes and related counterparty risk Risks Related to Cybersecurity • Failure of IT systems, network disruptions, cyber-attacks, and other security data breaches Risks Related to Legal, Regulatory and Compliance Matters • Effects of climate change, climate change legislation and/or environmental regulations • Effects of environmental, health and safety laws and regulations • Effects of trade laws or regulations • Effects of litigation and legal proceedings • Realization of benefits under Inflation Reduction Act Section 45X • Availability of our $500 million DOE funding to support the new aluminum smelter • Ability to use certain NOLs to offset future taxable income Risks Related to Acquisition • Effect of any future acquisitions or joint ventures on the Company and its operations Risks Related to Stock Ownership • Impact and influence from Glencore's ownership interests in Century 9 Table of Contents Risk Related to our Industry and Business Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency . 14 Unpredictable events may interrupt our operations, which may adversely affect our business. Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest, global pandemics, cyberattacks and other events.
Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency . Unpredictable events may interrupt our operations, which may adversely affect our business. Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest, global pandemics, cyberattacks and other events.
For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the curtailment of the Hawesville smelter in the third quarter of 2022. More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.
For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the full curtailment of the Hawesville smelter in the third quarter of 2022. More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.
Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to 10 restore production capacity if market forces warrant.
Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to restore production capacity if market forces warrant.
Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also affect the economic viability of restarting the remaining curtailed capacity at Mt. Holly.
Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also affect the economic viability of restarting the remaining curtailed capacity at Mt.
Our market-based power supply arrangements further increase the risk th at disruptions in the supply of electrical power to our domestic operations could occur. Under these arrangements, we have greater exposure to transmission line outages, problems with grid stability and limitations on energy import capability. An alternative supply of power in the event of a disruption may not be feasible.
Our market-based power supply arrangements further increase the risk that disruptions in the supply of electrical power to our domestic operations could occur. Under these arrangements, we have greater exposure to transmission line outages, problems with grid stability and limitations on energy import capability. An alternative supply of power in the event of a disruption may not be feasible.
We receive a significant portion of our revenues and cash flow from our operations in Iceland, we have significant operations in the Netherlands and we own a 55% interest in and operate a bauxite mining and alumina refining business in Jamaica.
We receive a significant portion of our revenues and cash flow from our operations in Iceland, we have significant operations in the Netherlands and we own a 55% interest in and operate a bauxite mining and alumina refining business in Jamaica, which we consolidate.
Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity. Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.
Any increase in our electricity and 10 Table of Contents energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity. Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.
The process of restarting production following curtailment is also expensive, time consuming and labor-intensive and there is no guarantee that once a curtailment has occurred that the plant will ever return to operation.
The process of restarting production following curtailment is also expensive, time consuming and 11 Table of Contents labor-intensive and there is no guarantee that once a curtailment has occurred that the plant will ever return to operation.
For the year ended December 31, 2024, we derived approximately 59.1% of our consolidated net sales from Glencore and we currently have agreements in place to sell a substantial portion of our 2025 production to Glencore. We expect that the rest of our 2025 customer base will remain fairly concentrated among a small number of customers under short-term contracts.
For the year ended December 31, 2025, we derived approximately 54.0% of our consolidated net sales from Glencore and we currently have agreements in place to sell a substantial portion of our 2026 production to Glencore. We expect that the rest of our 2026 customer base will remain fairly concentrated among a small number of customers under short-term contracts.
Our ability to finance a restart could also be impacted by our cash position and results of operations. Any delay in the completion of such a project, unexpected or increased costs or inability to fund a restart could have a material adverse effect on our business, financial position, results of operations and liquidity.
Any delay in the completion of such a project, unexpected or increased costs or inability to fund a restart could have a material adverse effect on our business, financial position, results of operations and liquidity.
Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business . Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes, cathodes, alloys, caustic soda, natural gas, heavy fuel oil, and other raw materials.
Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes, cathodes, alloys, caustic soda, natural gas, heavy fuel oil, and other raw materials.
For example, we are unable to realize the anticipated benefits from our recent investments in Hawesville because of the curtailment of that facility in the third quarter of 2022 due to historically high energy costs and declining LME prices.
For example, we were unable to realize the anticipated benefits from our prior investments in Hawesville because of the curtailment of that facility in the third quarter of 2022 (and it's eventual sale in February 2026) due to historically high energy costs and declining LME prices.
If funding is not available when needed, or is available only on unacceptable terms, we may be unable to respond to competitive pressures, take advantage of market opportunities or fund operations, capital expenditures or other obligations, any of which could have a material adverse effect on our business, financial position, results of operations and liquidity.
If funding is not available when needed, or is available only on unacceptable terms, we may be unable to respond to competitive pressures, take advantage of market opportunities or fund operations, capital expenditures or other obligations, any of which could have a material adverse effect on our business, financial position, results of operations and liquidity. 14 Table of Contents International operations expose us to political, economic, regulatory, currency and other related risks which may materially adversely impact our business.
Disruptions in the supply of electrical power that do not result in production curtailment could cause us to experience pot instability that could decrease levels of productivity and incur losses.
Accordingly, even partial failures of high voltage equipment could affect our production. Disruptions in the supply of electrical power that do not result in production curtailment could cause us to experience pot instability that could decrease levels of productivity and incur losses.
Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity. 13 Certain of our raw material and services contracts contain "take-or-pay" obligations.
Any failure to complete these projects, or any delays or failure or interruption in our ability to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity.
In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts. These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.
In the U.S., our Sebree plant receives all of its electricity requirements under a market-based electricity contract. This market-based contract exposes us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.
If events such as the above occur, it could have a material adverse effect on our business, financial condition or results of operation. Power disruptions have had a material negative impact on our results of operations in the past. We operate our smelters at close to peak amperage. Accordingly, even partial failures of high voltage equipment could affect our production.
If events such as the above occur, it could have a material adverse effect on our business, financial condition or results of operation. Power disruptions have had a material negative impact on our results of operations in the past.
The global primary aluminum industry in which we operate is highly competitive. Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications and uses. Many of our competitors are larger than we are and have greater financial and technical resources than we do.
We may be unable to continue to compete successfully in the markets in which we operate. The global primary aluminum industry in which we operate is highly competitive. Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications and uses.
We have obligations under certain contracts to take-or-pay for specified raw materials or services over the term of those contracts regardless of our operating requirements.
Any such occurrence could materially adversely affect our results of operations, financial condition, cash flows and/or prospects. Certain of our raw material and services contracts contain "take-or-pay" obligations. We have obligations under certain contracts to take-or-pay for specified raw materials or services over the term of those contracts regardless of our operating requirements.
Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity. We may be unable to continue to compete successfully in the markets in which we operate.
Certain of our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances. Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity.
Although we maintain insurance to mitigate losses resulting from such events, our coverage may not be sufficient to cover all losses, may have high deductibles or may not cover certain events at all. To the extent these losses are not covered by insurance, our financial condition, results of operations and cash flows could be materially and adversely affected.
Although we maintain insurance to mitigate losses resulting from such events, our coverage may not be sufficient to cover all losses, may have high deductibles or may not cover certain events at all.
These larger competitors may be better able to withstand reductions in price or other adverse industry or economic conditions.
Many of our competitors are larger than we are and have greater financial and technical resources than we do. These larger competitors may be better able to withstand reductions in price or other adverse industry or economic conditions.
From time to time, we manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the LME price of aluminum.
From time to time, we manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the LME price of aluminum. 12 Table of Contents Because we sell our products based on published market prices, we are not able to pass on to our customers any increased cost of raw materials that are not linked to such prices.
Therefore, from time to time, we may seek to manage our exposure to these risks through entering into different types of hedging arrangements designed to reduce such risk exposure. However, there can be no assurance that our hedging activities will successfully reduce our risk exposure to these factors.
However, there can be no assurance that our hedging activities will successfully reduce our risk exposure to these factors.
In late 2023, we finalized a new power agreement with Santee Cooper at our Mt. Holly smelter which provides access to sufficient energy to potentially allow Mt. Holly to restart the remaining 25% of its curtailed production capacity.
In August 2025 we announced plans to return Mt. Holly to 100% of its production capacity, and in October 2025, we finalized an extended power service agreement with Santee Cooper at our Mt. Holly smelter through 2031. The extended agreement provides access to sufficient energy to allow Mt. Holly to return to 100% of its production capacity.
We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.
More recently, while Hurricane Melissa did not cause material damage to Jamalco's operations, we have experienced delays in restoring Jamalco to full production. We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.
We engage in hedging transactions which involve risks that could have a material adverse effect on our business, financial position and liquidity. As a global producer of primary aluminum, our business is subject to risk of fluctuations in the market prices of primary aluminum, power and foreign currencies, among other things.
As a global producer of primary aluminum, our business is subject to risk of fluctuations in the market prices of primary aluminum, power and foreign currencies, among other things. Therefore, from time to time, we may seek to manage our exposure to these risks through entering into different types of hedging arrangements designed to reduce such risk exposure.
There can be no assurance that we will be able to restore Hawesville to full production within a projected budget and schedule. In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay the restart or render the restart not feasible.
In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay a restart or render a restart not feasible. Our ability to finance a restart could also be impacted by our cash position and results of operations.
Our ability to finance the restart could also be impacted by our cash position and results of operations. Any delay in the completion of the project, unexpected or increased costs or inability to fund the restart could have a material adverse effect on our business, financial position, results of operations and liquidity.
Any delay in the completion of the repairs at Grundartangi and restoration of the facility to full and normal operations could have a material adverse effect on our business, financial position, results of operations and liquidity. Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business .
Any potential future restart of this curtailed capacity will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
The decision to return Mt. Holly to 100% of its production capacity is based on certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, raw materials and premiums.
There can be no assurance that we will be able to restart the 25% of Mt. Holly's production that remains curtailed within a projected budget and schedule. In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay a restart or render a restart not feasible.
Holly, and we may decide at any time to discontinue the restart project. There can be no assurance that we will be able to return Mt. Holly to 100% production within a projected budget and schedule.
Removed
Certain of 11 our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances.
Added
Risk Factor Summary Risks Related to our Industry and Business • Declines in the market price (including premiums) for primary aluminum • Excess capacity and overproduction of aluminum • Increases in energy costs and loss or disruption of our supply of power • Inability to compete • Curtailment of our production capacities and/or aluminum reduction facilities • Risks related to the restart of curtailed capacity at Mt.
Removed
Future options with respect to our Hawesville smelter remain subject to strategic review. In the third quarter of 2022, we curtailed all operations at our Hawesville smelter.
Added
For example, as a result of aluminum price declines in 2015, we curtailed production at our Mt. Holly smelter by 50%, restarting half of the curtailed capacity in 2021 and have only recently taken steps to return Mt. Holly to 100% production capacity as a result of current tariff policies.
Removed
We continue to explore all options related to the Hawesville smelter and have engaged financial advisors and launched a formal process to evaluate strategic alternatives and potential value to help us in our overall evaluation of this asset.
Added
For example, in October 2025, we experienced an electrical equipment failure at our Grundartangi facility, resulting in the reduction of that facility’s production by approximately two thirds until the equipment failure is remediated.
Removed
There can be no assurance that we will decide to sell Hawesville, that we will be able to sell Hawesville on commercially attractive terms, or at all, or that if we elect to restart Hawesville, that such restarted operations would be profitable. 12 Any potential future restart of operations at the Hawesville smelter will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
Added
See “ We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter’s operations by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect. ” We operate our smelters at close to peak amperage.
Removed
Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also make the restart of Hawesville operations uneconomic.
Added
We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect.
Removed
Because we sell our products based on published market prices, we are not able to pass on to our customers any increased cost of raw materials that are not linked to such prices.
Added
Our Grundartangi facility experienced the failure of two of its electrical transformers over a seven-week period in September and October 2025. As a result, production at the smelter has been temporarily reduced by approximately two-thirds. There can be no assurance that we will be able to restore Grundartangi to full production within a projected budget and schedule.
Removed
International operations expose us to political, economic, regulatory, currency and other related risks which may materially adversely impact our business.
Added
There is no assurance that we and EGA will make a final investment decision to proceed with the new smelter project, and if we do, we may not realize the anticipated benefits from the joint venture. There is no assurance that we and EGA will make a final investment decision to proceed with the joint venture.
Added
Whether we and EGA make such a decision to proceed will be influenced by external factors outside our control, including the global economy and energy and financial markets, actions by regulators, achieving necessary internal and external approvals, and many of the other factors described below.
Added
If we do proceed with the joint venture, we do not expect to have full control over governance, financial reporting, and operations of the joint venture.
Added
As a result, we will face certain operating, financial, and other risks relating to the joint venture, including risks related to the willingness of our joint venture partner to provide adequate funding for the joint venture if we are willing and able to provide our share of funding, having differing objectives from our joint venture partner, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to actions of the joint venture or our partner, and the risk that we will be unable to effectively work with or resolve disputes with the joint venture partner.
Added
The construction and operation of the new smelter joint venture project with EGA is subject to numerous risks and uncertainties. The construction of the new smelter project is subject to many risks and uncertainties, and there can be no assurance that we will be able to complete the project on the time schedule and budget currently anticipated.
Added
Successful development and commercial operation of the project is subject to numerous risks, including, without limitations: • our financial condition and cash flows and other factors that impact our ability to invest sufficient funds in the project, including for preliminary activities conducted before we determine whether the project is feasible or economically attractive; • negotiation of satisfactory engineering, procurement, and construction agreements and renegotiation in the event of delays in final investment decisions or failures to meet other specified deadlines; • identification of suitable partners, customers, contractors, suppliers and other necessary counterparties; • negotiation and maintenance of satisfactory equity, purchase, sale, supply, transportation and other appropriate commercial agreements, and satisfaction of any conditions to effectiveness of such agreements, including reaching a positive final investment decision within agreed timelines; • timely receipt and maintenance of required governmental permits, licenses and other authorizations under terms we find reasonable; • timely, satisfactory and on-budget completion of construction, which could be negatively affected by engineering problems, work stoppages, unavailability or increased costs of materials, equipment, labor and commodities due to inflation or supply chain or other issues, and a variety of other factors; • implementation of new or changes to existing laws or regulations that impact our infrastructure or the aluminum sector generally; 13 Table of Contents • obtaining satisfactory financing for the project, particularly when inflation and interest rates are volatile; • the absence of hidden defects on or inherited environmental liabilities for the site of the project; and • timely and cost-effective resolution of any litigation or unsettled property rights affecting the project.
Added
Any failures with respect to the above factors or other factors material to the project could involve additional costs, otherwise negatively affect our ability to successfully complete the project and force us to impair or write off amounts we have invested in the project.
Added
If we are unable to complete the project, if we experience delays, or if construction, financing or other project costs exceed our estimated budgets and we are required to make additional capital contributions, we may not receive an adequate or any return on our investment and other resources expended on the project and our results of operations, financial condition, cash flows and/or prospects could be materially adversely affected.
Added
The operation of a new facility involves many risks, including the potential for unforeseen design flaws, engineering challenges, or the breakdown for other reasons of facilities, equipment or processes; labor disputes or shortages; energy interruption; environmental contamination; increasing regulatory requirements, and the other operational risks Any of these events could lead to the project being idle or operating below expected levels, which may result in lost revenues or increased expenses.
Added
To the extent these losses are not covered by insurance, our financial condition, results of operations and cash flows could be materially and adversely affected. 15 Table of Contents We engage in hedging transactions which involve risks that could have a material adverse effect on our business, financial position and liquidity.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

25 edited+8 added−5 removed77 unchanged
Biggest changeAny change to these import duties, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.
Biggest changeSupreme Court's February 20, 2026, decision holding that the President does not have authority under the International Emergency Economic Powers Act (IEEPA) to impose tariffs, any change in U.S. tariff policy directly or indirectly impacting the Section 232 tariffs, or any other change to import duties in the United States, European Union or European Economic Area, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.
This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.
This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. The potential effect, if any, of these transactions and activities on the market price of our common stock will depend in part on market conditions and cannot be ascertained at this time.
If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity. 17 Our substantial indebtedness or any future additional indebtedness could adversely affect our business, results of operations or financial condition.
If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity. Our substantial indebtedness or any future additional indebtedness could adversely affect our business, results of operations or financial condition.
We are obligated to comply with various foreign, federal, state and other environmental laws 20 and regulations, including the environmental laws and regulations of the United States, Iceland and the EU. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership.
We are obligated to comply with various foreign, federal, state and other environmental laws and regulations, including the environmental laws and regulations of the United States, Iceland and the EU. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership.
As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest. For a more detailed 21 discussion of pending litigation, see
As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest. For a more detailed discussion of pending litigation, see
We are actively developing remediation plans designed to address the material weaknesses; however, we cannot guarantee that these steps will be sufficient or that we will not have a material weakness in the future.
We are actively developing remediation plans designed to address the material weakness; however, we cannot guarantee that these steps will be sufficient or that we will not have a material weakness in the future.
The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and any restrictions or prohibitions on intercompany transfers by those subsidiaries contained in agreements governing the debt or other obligations of such subsidiaries.
The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and any 18 Table of Contents restrictions or prohibitions on intercompany transfers by those subsidiaries contained in agreements governing the debt or other obligations of such subsidiaries.
Although the Jamalco contracts expired more than a year ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.
Although the Jamalco contracts expired more than two years ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.
Our industrial revenue bonds ("IRBs") and borrowings on our U.S. and Iceland revolving credit facilities as well as the Casthouse Facility and Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.
Our borrowings on our U.S. and Iceland revolving credit facilities as well as the Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.
Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in our common stock market price and in the volatility of the market price of our common stock.
Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated 19 Table of Contents to an increase in our common stock market price and in the volatility of the market price of our common stock.
For additional information on the foregoing, see Item 9A, "Controls and procedures" and "If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported " below. If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported.
For additional information on the foregoing, see Item 9A, "Controls and procedures" and "If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported " below. 16 Table of Contents If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported.
The capped call transactions may affect the value of the notes and our common stock. In connection with the pricing of the Convertible Notes, we entered into capped call transactions with various option counterparties.
The capped call transactions may affect the value of our common stock. In connection with the issuance of our Convertible Notes, we entered into capped call transactions with various option counterparties.
For example, we identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco.
We had also previously identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco.
Derivatives to the consolidated financial statements included herein. 15 Jamalco’s operations are complex and we may experience substantial risks, delays and/or disruptions in connection with integration activities, a failure of which may result in a material adverse effect on Jamalco’s and Century’s business, financial condition and results of operations.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk and Note 20. Derivatives to the consolidated financial statements included herein. Jamalco’s operations are complex and we may experience substantial risks, delays and/or disruptions in connection with integration activities, a failure of which may result in a material adverse effect on Jamalco’s and Century’s business, financial condition and results of operations.
Volatility in these measures could adversely affect the trading price of our common stock. If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability.
If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability.
Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operations 16 Risks Related to Labor and Employees Our failure to maintain satisfactory labor relations could adversely affect our business.
Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, as occurred with respect to the existing material weakness, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operations.
An inability to access the credit and capital markets when needed in order to refinance our existing debt or raise new debt or equity could have a material adverse effect on our business, financial position, results of operations and liquidity.
An inability to access the credit and capital markets when needed in order to refinance our existing debt or raise new debt or equity could have a material adverse effect on our business, financial position, results of operations and liquidity. 17 Table of Contents We may be unable to generate sufficient cash flow to meet our debt service requirements which may have a material adverse effect on our business, financial position, results of operations and liquidity.
As of December 31, 2024, we had an aggregate of approximately $528.2 million of outstanding debt (including $250.0 million aggregate principal amount of our 7.5% senior secured notes due 2028 (the "2028 Notes") and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the "Convertible Notes")).
As of December 31, 2025, we had an aggregate of approximately $548.3 million of outstanding debt (including $400.0 million aggregate principal amount of our 6.875% senior secured notes due 2032 (the "2032 Notes") and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the "Convertible Notes")).
As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2023, we identified a material weakness in our internal control over financial reporting related to the application of purchase accounting to our acquisition of Jamalco. This material weakness was remediated in fiscal 2024.
As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2024, we identified material weaknesses in our internal control over financial reporting related to information technology general controls and business process controls at Jamalco. The material weakness related to Jamalco's information technology general controls was remediated in fiscal 2025.
Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results. 19 Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber- attacks, which include viruses, malware, and ransomware attacks.
Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber- attacks, which include viruses, malware, and ransomware attacks.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock. 18 The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
We currently receive approximately 80% of needed emission allowances for the Grundartangi smelter free of charge, although changes to these regulations, or the implementation of new regulations, could cause our cost of allowances to rise or impose other costs.
We currently receive approximately 80% of needed emission allowances for the Grundartangi smelter free of charge, although changes to these regulations, or the implementation of new regulations, could cause our cost of allowances to rise or impose other costs. 20 Table of Contents The future impact of these or other potential regulatory changes is uncertain and may be either voluntary or legislated and may impact our operations directly or indirectly through our customers or our supply chain.
Our Vlissingen labor agreement is effective through December 31, 2025. Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2026, and October 28, 2028, respectively. Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups.
Our Sebree labor agreement is scheduled to expire October 28, 2028. Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups. Both contracts were effective through December 31, 2023, and Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.
The bargaining unit employees at our Grundartangi, Hawesville, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 59% of our total workforce as of December 31, 2024. Our Grundartangi labor agreement was effective through December 31, 2024, the Company is currently in negotiations with the labor union on a new agreement.
Risks Related to Labor and Employees Any failure to maintain satisfactory labor relations with our employees could adversely affect our business. The bargaining unit employees at our Grundartangi, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 55% of our total workforce as of December 31, 2025. Our Grundartangi labor agreement is effective through December 31, 2029.
We account for the Convertible Notes in accordance with U.S. Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”). The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.
The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. We account for the Convertible Notes in accordance with U.S. Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options.
Removed
Item 7A. Quantitative and Qualitative Disclosure about Market Risk and Note 20.
Added
For example, we have determined it was necessary to restate certain of our historical financial statements to reflect full consolidation of Jamalco’s assets rather than Jamalco’s legacy accounting of proportional consolidation. See “ Explanatory Note ,” Note 1. Summary of Significant Account in g Policies , Note 22. Restatement of Previously Issued Financial Statements and Note 23.
Removed
However, further material weaknesses were identified as of December 31, 2024 related to information technology general controls and business process controls, as more fully disclosed in Item 9A, “Controls and Procedures." The additional material weaknesses did not cause any misstatements to the consolidated financial statements, and there were no changes to previously issued financial results.
Added
Quarterly Financial Data (Unaudited and Restated) to the consolidated financial statements, included in Part II, Item 8 of this Form 10-K, for additional information on the restatement and the related consolidated financial statement effects.
Removed
Both contracts were effective through December 31, 2023, and Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.
Added
We identified deficiencies in the design and operating effectiveness of (1) business process level controls at our Jamalco joint venture, including reconciliation controls and insufficient review controls related to inventories, accounts payable, accrued expenses, cost of goods sold and property, plant, and equipment, and (2) financial reporting controls over the consolidation of the Jamalco joint venture.
Removed
We may be unable to generate sufficient cash flow to meet our debt service requirements which may have a material adverse effect on our business, financial position, results of operations and liquidity.
Added
These deficiencies constitute a material weakness in internal control over financial reporting which remains unremediated at December 31, 2025. The material weakness as of December 31, 2025 led to errors in previously issued consolidated financial statements and financial results related to a change in accounting for our consolidation of Jamalco.
Removed
The future impact of these or other potential regulatory changes is uncertain and may be either voluntary or legislated and may impact our operations directly or indirectly through our customers or our supply chain.
Added
Our Vlissingen labor agreement is effective through December 31, 2026. Our Hawesville labor agreement was scheduled to expire April 1, 2026, but on February 13, 2026, we terminated our labor agreement with United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") for former employees at our Hawesville facility.
Added
The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital. Volatility in these measures could adversely affect the trading price of our common stock.
Added
Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results.
Added
The United States currently imposes tariffs on the importation of aluminum pursuant to Section 232 of the Trade Expansion Act of 1962. While the Section 232 tariffs were not directly 21 Table of Contents impacted by the U.S.

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