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Century Aluminum (CENX) nets $200M and 6.8% Raylan Data stake in KY land deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Century Aluminum Company, through its subsidiary Century Aluminum of Kentucky General Partnership, completed the sale of approximately 750 acres of real property in Hawesville, Kentucky to Justified DataPower LLC. The buyer plans to develop a high-performance computing and artificial intelligence data center on the site.

CAKY received $200,000,000 in cash plus a 6.8% non-dilutive minority equity interest in Raylan Data Holdings LLC, which is affiliated with the purchaser and will own the data center. CAKY may require Raylan Data to purchase this minority interest starting on the first anniversary of the data center’s commencement of operations.

Century Aluminum and its affiliates will not participate in financing, constructing, managing or operating the data center and have no obligation to contribute additional capital to maintain their minority stake. The agreement includes customary representations, covenants and mutual indemnities, and the company has issued a press release describing the transaction.

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Insights

Century Aluminum monetizes Kentucky land for $200M plus a 6.8% data-center stake.

Century Aluminum, via its Kentucky partnership, sold roughly 750 acres in Hawesville for $200,000,000 in cash and a 6.8% non-dilutive minority equity interest in Raylan Data Holdings LLC. Raylan is intended to develop and own a high-performance computing and artificial intelligence data center on the property.

The structure gives Century an immediate large cash inflow while retaining upside exposure to the data center through the minority interest. The filing states that Century will not take part in financing, construction, management or operations and has no capital contribution obligations, so its role remains purely financial rather than operational.

Century also negotiated a right to require Raylan Data to purchase the minority interest starting on the first anniversary of the data center’s commencement of operations. The actual financial benefit from this option and from the equity interest will depend on how the data center project performs once operations begin, as described in future company disclosures.

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 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): February 2, 2026

 

 

 

Century Aluminum Company

(Exact Name of Registrant as Specified in Charter) 

 

Delaware 001-34474 13-3070826
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

One South Wacker Drive  
Suite 1000  
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
   
(312) 696-3101
(Registrant's telephone number, including area code)
 
N/A
(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:

 

¨ 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, $0.01 par value per share CENX Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)

 

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.

 

Purchase and Sale Agreement

 

On February 2, 2026, Century Aluminum of Kentucky General Partnership, a Kentucky general partnership (“CAKY”) and Justified DataPower LLC, a Delaware limited liability company (“Purchaser”), entered into an agreement of purchase and sale (the “Purchase and Sale Agreement”), pursuant to which, among other things, CAKY sold certain real property comprised of approximately 750 acres and commonly known as 1627 State Route 3543, Hawesville, KY 42348 (along with certain attendant personal property and rights associated therewith, collectively, the “Property”) to Purchaser (the “Transaction”). CAKY is a wholly-owned subsidiary of Century Aluminum Company (the “Company”). The total consideration payable by Purchaser to CAKY for the Property consists of (a) Two Hundred Million dollars ($200,000,000) in cash, and (b) a 6.8% non-dilutive minority equity interest (the “Data Center Minority Interest”) in Raylan Data Holdings LLC, a Delaware limited liability company and an affiliate of Purchaser (“Raylan Data”) which is intended to develop and own a high-performance computing/artificial intelligence data center on the Property.

 

The Data Center Minority Interest is subject to customary minority protections, and CAKY has the right to require Raylan Data to purchase the Data Center Minority Interest starting on the first anniversary of the data center’s commencement of operations on the Property (the “Operations Anniversary Date”). Neither CAKY nor its affiliates will participate in the financing, construction, management or operation of the data center and will not have any obligations to contribute capital to Raylan Data to maintain the Data Center Minority Interest.

 

The Purchase and Sale Agreement contains customary representations and warranties and covenants by each party. CAKY and Purchaser are obligated, subject to certain limitations, to indemnify the other under the Purchase and Sale Agreement for losses arising from certain breaches of the Purchase and Sale Agreement and for certain other liabilities, subject to applicable limitations set forth in the Purchase and Sale Agreement.

 

The above description of the Purchase and Sale Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Purchase and Sale Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On February 2, 2026, CAKY completed the sale of the Property to the Purchaser pursuant to the terms of the Purchase and Sale Agreement. The information set forth under the subheading “Purchase and Sale Agreement” in Item 1.01 is incorporated by reference into this Item 2.01.

 

Item 7.01. Regulation FD Disclosure.

 

On February 2, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in Item 7.01, including Exhibit 99.1, 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 liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number  Description
10.1  Agreement of Purchase and Sale, dated February 2, 2026, by and between the Century Aluminum of Kentucky General Partnership  and Justified DataPower LLC
    
99.1  Press Release of the Company dated February 2, 2026
    
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.

 

    CENTURY ALUMINUM COMPANY
     
Date:  February 2, 2026 By: /s/ Peter Trpkovski
  Name: Peter Trpkovski
  Title: Executive Vice President, Chief Financial Officer and Treasurer

 

 

FAQ

What transaction did Century Aluminum (CENX) disclose in this 8-K filing?

Century Aluminum disclosed that its subsidiary sold approximately 750 acres of real property in Hawesville, Kentucky to Justified DataPower LLC. The deal includes cash proceeds and a minority equity interest tied to a planned high-performance computing and artificial intelligence data center on the site.

How much cash is Century Aluminum (CENX) receiving from the Hawesville property sale?

The subsidiary of Century Aluminum is receiving $200,000,000 in cash for the Hawesville property. This large upfront payment is part of the total consideration, which also includes a non-dilutive minority equity interest in Raylan Data Holdings LLC, the planned data center owner.

What equity interest does Century Aluminum (CENX) receive in the data center project?

Century Aluminum’s subsidiary receives a 6.8% non-dilutive minority equity interest in Raylan Data Holdings LLC. Raylan Data is an affiliate of the purchaser and is intended to develop and own the high-performance computing and artificial intelligence data center on the Hawesville property.

Does Century Aluminum (CENX) have to fund or operate the new data center?

No. The filing states that neither Century Aluminum of Kentucky nor its affiliates will participate in the financing, construction, management, or operation of the data center. They also have no obligations to contribute capital to Raylan Data to maintain the 6.8% minority interest.

What option does Century Aluminum (CENX) hold regarding its 6.8% interest in Raylan Data?

Century’s subsidiary has the right to require Raylan Data to buy its 6.8% minority interest starting on the first anniversary of the data center’s commencement of operations. This gives the company a defined future point from which it can seek liquidity for the stake.

When was the Hawesville property sale by Century Aluminum (CENX) completed?

The sale of the Hawesville property to Justified DataPower LLC was completed on February 2, 2026. On the same date, Century Aluminum’s subsidiary entered into the agreement of purchase and sale that governs the transaction and its related rights and obligations.

Century Alum Co

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