UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2026
(June 30, 2026)
ALCOA
CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
1-37816 |
81-1789115 |
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania |
15212-5858 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (412) 315-2900
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
|
Title
of each class |
|
Trading
symbol(s)
|
|
Name of each exchange
on which registered
|
| Common Stock, par value $0.01 per share |
|
AA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On June 30, 2026, Alcoa Corporation (“Alcoa”) issued
a press release announcing the entry into the Umbrella Implementation Deed, dated as of June 30, 2026, to acquire South32 Limited’s
(“South32”) interests in bauxite mine, alumina refinery and aluminum smelter operations, subject to the terms and conditions
set forth therein (the “Transaction”). A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference solely for purposes of this Item 7.01 disclosure. A copy of a presentation providing certain information regarding
the Transaction is attached hereto as Exhibit 99.2 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
The information contained and incorporated by reference in Item 7.01
of this Current Report on Form 8-K , including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation
by reference language in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release dated June 30, 2026 issued by Alcoa Corporation. |
| 99.2 |
|
Investor Presentation. |
| 104 |
|
Cover Page Interactive Data File, formatted in inline XBRL. |
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,”
“anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,”
“expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,”
“potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,”
“strive,” “targets,” “will,” “working,” “would,” or other words of similar
meaning. All statements by Alcoa that reflect expectations, assumptions or projections about the future, other than statements of historical
fact, are forward-looking statements, including, without limitation, statements regarding the proposed Transaction; the ability of the
parties to complete the proposed Transaction on the expected timeline or at all considering the closing conditions; the expected benefits
of the proposed Transaction, including the anticipated synergies and earnings per share and free cash flow accretion; the competitive
ability and position following completion of the proposed Transaction; the ability to complete any proposed debt financing in connection
with the proposed Transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances;
statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute
on strategies related to environmental, social and governance matters); statements about strategies, outlook, and business and financial
prospects (including related to production and shipments); and statements about capital allocation and return of capital. These statements
reflect beliefs and assumptions that are based on Alcoa’s perception of historical trends, current conditions, and expected future
developments, as well as other factors that management believes are appropriate in the circumstances. Forward-looking statements are
not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are
difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially
from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include,
but are not limited to: (a) the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to
the proposed Transaction; (b) the prohibition or delay of the consummation of the proposed Transaction by a governmental entity; (c)
the risk that the proposed Transaction may not be completed in the expected time frame or at all; (d) unexpected costs, charges or expenses
resulting from the proposed Transaction; (e) uncertainty of the expected financial performance following completion of the proposed Transaction;
(f) uncertainty of any contingent payment required to be made in connection with the proposed Transaction following completion; (g) failure
to realize the anticipated benefits of the proposed Transaction; (h) the occurrence of any event that could give rise to termination
of the proposed Transaction; (i) potential litigation in connection with the proposed Transaction or other settlements or investigations
that may affect the timing or occurrence of the contemplated Transaction or result in significant costs of defense, indemnification and
liability; (j) the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (k) volatility and declines
in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production
costs which are linked to the London Metal Exchange (LME) or other commodities; (l) the disruption of market-driven balancing of global
aluminum supply and demand by non-market forces; (m) competitive and complex conditions in global markets; (n) our ability to obtain,
maintain, or renew permits or approvals necessary for our mining operations; (o) rising energy costs and interruptions or uncertainty
in energy supplies; (p) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions
in the supply chain; (q) economic, political, and social conditions, including the impact of trade policies, tariffs, and adverse industry
publicity; (r) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies;
(s) changes in tax laws or exposure to additional tax liabilities; (t) climate change, climate change legislation or regulations, and
efforts to reduce emissions and build operational resilience to extreme weather conditions; (u) disruptions in the global economy caused
by ongoing regional conflicts and wars; (v) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic
factors in the countries in which we operate; (w) global competition within and beyond the aluminum industry; (x) our ability to achieve
our strategies or expectations relating to environmental, social, and governance considerations; (y) claims, costs, and liabilities related
to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which
we operate; (z) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances
or other damage; (aa) dilution of the ownership position of the Company’s stockholders (including as a result of the proposed Transaction),
price volatility, and other impacts on the price of Alcoa common stock by the secondary listing of the Alcoa common stock on the Australian
Securities Exchange; (bb) our ability to obtain or maintain adequate insurance coverage; (cc) our ability to execute on our strategy to
reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives
relating to our portfolio, capital investments, and developing technologies; (dd) our ability to integrate and achieve intended results
from joint ventures, other strategic alliances, and strategic business transactions; (ee) significant declines in the market value of
our marketable securities; (ff) our ability to fund capital expenditures; (gg) deterioration in our credit profile or increases in interest
rates; (hh) impacts on our current and future operations due to our indebtedness and our ability to reduce indebtedness; (ii) our ability
to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (jj)
cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (kk) labor market
conditions, union disputes and other employee relations issues; and (ll) the other risk factors discussed in Alcoa’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by Alcoa with the Securities and Exchange Commission
(“SEC”). Certain illustrative pro forma information included in certain investor materials may differ materially from pro
forma information included in SEC filings, including the Registration Statement (as defined below). Alcoa cautions readers not to place
undue reliance upon any such forward-looking statements, which speak only as of the date they are made. These risks, as well as other
risks associated with the proposed Transaction, will be more fully discussed in the Registration Statement. Alcoa disclaims any obligation
to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required
by applicable law. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking
statements.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes and is
not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the proposed Transaction.
In connection with the proposed Transaction, Alcoa plans to file with the SEC relevant materials, including a registration statement on
Form S-4 that will include a prospectus of Alcoa (including documents incorporated by reference therein, the “Registration Statement”).
This Current Report on Form 8-K is not a substitute for the Registration Statement or any other document that Alcoa may file with the
SEC in connection with the proposed Transaction. Before making any investment decision, Alcoa’s investors and stockholders are urged
to read the Registration Statement and all relevant documents filed or to be filed with the SEC, as well as any amendments or supplements
to those documents, when they become available, because they will contain important information about Alcoa and the proposed Transaction.
Alcoa’s investors and stockholders will be able to obtain a free
copy of the Registration Statement, as well as other filings containing information about Alcoa, free of charge, at the SEC’s website
(www.sec.gov). Copies of the Registration Statement and other documents filed by Alcoa with the SEC may be obtained, without charge, by
contacting Alcoa through its website at https://investors.alcoa.com/.
The internet addresses in this Current Report on Form 8-K and in the
press release of the Company attached as Exhibit 99.1 hereto are included only as inactive textual references and are not intended to
be active links to the information therein. Information contained on such websites or platforms, or that can be accessed therein, do
not constitute a part of this Current Report on Form 8-K or such press release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 1, 2026 |
ALCOA CORPORATION |
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By: |
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/s/ Andrew Hastings |
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Name: Andrew Hastings
Title: Executive Vice President and General Counsel |
