[8-K] Alcoa Corp Reports Material Event

Rhea-AI Filing Summary

Alcoa Corporation announced that its wholly owned subsidiary Alcoa Nederland Holding B.V. has elected to redeem all of its outstanding 5.500% Notes due 2027, with an aggregate principal amount of $140,899,000. The notes will be redeemed on December 15, 2025 at 100.000% of principal, plus accrued and unpaid interest to, but not including, the redemption date. The notes are guaranteed on a senior unsecured basis by Alcoa Corporation and certain subsidiaries. The company also issued a press release describing the planned redemption, which is attached as an exhibit.

Insights

Corporate credit analyst

Alcoa plans to retire $140.9M of 5.500% 2027 notes at par.

Alcoa Nederland Holding B.V., a wholly owned Alcoa subsidiary, has elected to redeem all outstanding 5.500% Notes due 2027 with principal of $140,899,000. The redemption is scheduled for December 15, 2025 under the terms of the existing indenture with The Bank of New York Mellon Trust Company, N.A.

The redemption price will be 100.000% of principal, plus accrued and unpaid interest to, but not including, the redemption date. The notes carry senior unsecured guarantees from Alcoa Corporation and subsidiaries that are party to the indenture, so retiring them removes a guaranteed debt layer from the group’s capital structure.

A key point for investors is that this is a full redemption rather than a partial one, simplifying the company’s debt profile linked to these 2027 notes. The announcement is also supported by a press release dated November 25, 2025, attached as Exhibit 99.1, which provides an additional communication channel around this capital structure action.

Alcoa Corp false 0001675149 0001675149 2025-11-25 2025-11-25

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): November 25, 2025

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 8.01 Other Events.

On November 25, 2025, Alcoa Nederland Holding B.V. (the “Issuer”), a wholly-owned subsidiary of Alcoa Corporation (the “Company”), provided notice of its election to redeem all of its outstanding 5.500% Notes due 2027 (the “Notes”) in accordance with the terms of the Notes and the Indenture dated as of July 13, 2020, between the Issuer, the Company and The Bank of New York Mellon Trust Company, N.A. (as supplemented, modified or amended prior to the date hereof, the “Indenture”). The Notes will be redeemed on December 15, 2025 (the “Redemption Date”).

As of November 25, 2025, the aggregate outstanding principal amount of the Notes was $140,899,000. The Notes are guaranteed on a senior unsecured basis by the Company and its subsidiaries that are party to the Indenture.

The redemption price for the Notes shall be equal to 100.000% of the principal amount of the Notes, plus accrued and unpaid interest to but not including the Redemption Date. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

A copy of the Company’s press release announcing the planned redemption of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit number		Description
99.1		Press Release of Alcoa Corporation dated November 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement on Forward-Looking Statements

This Current Report on Form 8-K contains statements that relate to future events and expectations relating to the redemption of the notes 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,” “plans,” “potential,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. 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 Corporation 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. Factors which could cause actual results to differ from such forward-looking statements include, but are not limited to, industry, global, economic and other conditions. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa Corporation’s filings with the Securities and Exchange Commission. Alcoa Corporation 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.

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.

ALCOA CORPORATION
By:		/s/  Marissa P. Earnest
				Marissa P. Earnest
				Senior Vice President, General Counsel – North America Operations, and Secretary

Date: November 25, 2025

FAQ

What debt is Alcoa (AA) redeeming according to this 8-K?

Alcoa, through its subsidiary Alcoa Nederland Holding B.V., is redeeming all outstanding 5.500% Notes due 2027, which are guaranteed on a senior unsecured basis by Alcoa Corporation and certain subsidiaries.

What is the principal amount of Alcoa's 5.500% Notes being redeemed?

As of November 25, 2025, the aggregate outstanding principal amount of the 5.500% Notes due 2027 to be redeemed was $140,899,000.

When is the redemption date for Alcoa's 5.500% Notes due 2027?

The notes are scheduled to be redeemed on December 15, 2025, referred to as the redemption date in the disclosure.

At what price will Alcoa redeem the 5.500% Notes due 2027?

The redemption price will be 100.000% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the December 15, 2025 redemption date.

Who is the issuer of the notes being redeemed and how are they guaranteed?

The issuer is Alcoa Nederland Holding B.V., a wholly owned subsidiary of Alcoa Corporation. The notes are guaranteed on a senior unsecured basis by Alcoa Corporation and its subsidiaries that are party to the indenture.

Did Alcoa (AA) issue a press release about the planned note redemption?

Yes. A press release announcing the planned redemption of the notes, dated November 25, 2025, is attached as Exhibit 99.1 and is incorporated by reference.

Does this 8-K filing itself serve as the formal notice of redemption to noteholders?

No. The disclosure states that it does not constitute a notice of redemption of the notes; a separate notice process under the indenture applies.