[8-K] Alcoa Corp Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Alcoa Corporation has amended its main revolving credit facility through Amendment No. 3. The change keeps total lender commitments at $1.25 billion and extends the facility’s maturity to June 27, 2028, providing a longer-dated source of backup liquidity.

The amendment also removes the credit spread adjustment for secured overnight financing rate loans, as well as sustainability rate and commitment fee adjustments. Lenders that signed onto the amendment received a fee equal to 0.05% of their prior commitments.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revolver commitments: $1.25 billion Maturity date: June 27, 2028 Amendment fee rate: 0.05% of commitments +1 more

4 metrics

Revolver commitments $1.25 billion Aggregate commitments under Amended Revolving Credit Agreement

Maturity date June 27, 2028 Extended maturity of revolving credit facility

Amendment fee rate 0.05% of commitments Paid to each lender that timely entered Amendment No. 3

Amendment date May 4, 2026 Date Alcoa and subsidiaries entered Amendment No. 3

Key Terms

Amended Revolving Credit Agreement, credit spread adjustment, sustainability rate adjustments, events of default, +1 more

5 terms

Amended Revolving Credit Agreement financial

"The Amended Revolving Credit Agreement contains customary affirmative covenants, negative covenants, and events of default"

credit spread adjustment financial

"the credit spread adjustment (for loans based on the secured overnight financing rate...) were removed"

A credit spread adjustment is a change made to the expected return or price of a debt instrument to reflect the market’s view of the borrower’s risk of default. Think of it as adding or subtracting a safety margin to the interest rate you demand for lending to someone: wider adjustments mean greater perceived risk and lower bond prices, while narrower adjustments mean lower perceived risk and higher prices. For investors this directly affects yield, portfolio valuation and comparisons between borrowers.

sustainability rate adjustments financial

"sustainability rate adjustments and sustainability commitment fee adjustments were removed"

events of default financial

"contains customary affirmative covenants, negative covenants, and events of default substantially comparable"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

administrative agent financial

"JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) for the lenders"

An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.

Understanding 8-K Material Events →

05/04/2026 - 04:10 PM

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): May 4, 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

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 1.01

Entry into a Material Definitive Agreement.

On May 4, 2026, Alcoa Corporation (the “Company”), Alcoa Nederland Holding B.V., a wholly owned subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company, entered into Amendment No. 3 (“Amendment No. 3”) to the Revolving Credit Agreement, dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020, as amended as of June 24, 2020, as amended as of March 4, 2021, as amended and restated as of June 27, 2022, as amended as of January 17, 2024 and as amended as of August 4, 2025 (the “Original Revolving Credit Agreement”), in each case, with a syndicate of lenders and issuers named therein, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) for the lenders and issuers. Amendment No. 3 was entered into to amend certain terms of the Original Revolving Credit Agreement (the Original Revolving Credit Agreement, as amended by Amendment No. 3, the “Amended Revolving Credit Agreement”).

Pursuant to Amendment No. 3, (i) the maturity date of the revolving facility under the Amended Revolving Credit Agreement was extended to June 27, 2028 and (ii) the credit spread adjustment (for loans based on the secured overnight financing rate as administered by the New York Federal Reserve Bank), sustainability rate adjustments and sustainability commitment fee adjustments were removed.

Under the terms of the Amended Revolving Credit Agreement, the Borrower paid to the Administrative Agent, for the benefit of each lender that timely entered into the Amendment No. 3, an amount equal to 0.05% of the amount of such lender’s commitment under the Original Revolving Credit Agreement immediately prior to the effectiveness of Amendment No. 3.

The Amended Revolving Credit Agreement contains customary affirmative covenants, negative covenants, and events of default substantially comparable to the Original Revolving Credit Agreement (other than those that are described above and other minor changes). The representations, warranties and covenants contained in the Amended Revolving Credit Agreement were made only for purposes of Amendment No. 3 and as of specific dates and were solely for the benefit of the parties to the Amended Revolving Credit Agreement.

The aggregate amount of commitments under the Amended Revolving Credit Agreement remains at $1.25 billion.

The foregoing description of the Amended Revolving Credit Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 3, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

In the ordinary course of their respective businesses, the lenders and letter of credit issuers under the Amended Revolving Credit Agreement, or their affiliates, have performed, and may in the future perform, commercial banking, investment banking, trust, advisory or other financial services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit number		Description

10.1		Amendment No. 3, dated as of May 4, 2026, which includes, as Exhibit A thereto, the Revolving Credit Agreement, dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020, as amended as of June 24, 2020, as amended as of March 4, 2021, as amended and restated as of June 27, 2022, as amended as of January 17, 2024, as amended as of August 4, 2025 and as amended as of May 4, 2026, among Alcoa Corporation, Alcoa Global Holding B.V., Alcoa Nederland Holding B.V., the lenders and issuers from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders and issuers.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 4, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 1.1 MB