Constellium Q3 2026 net income rises to $119M
Higher metal prices lifted revenue per ton, while total shipment volume declined 1% year over year.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Constellium SE reported third-quarter 2026 revenue of $2.639 billion, up from $2.166 billion a year earlier, while net income was $119 million versus $88 million. Revenue per ton increased, including from higher metal prices, but shipments slipped 1% to 368,000 metric tons. Basic earnings per share were $0.87, compared with $0.63.
For the first nine months, revenue was $7.848 billion versus $6.248 billion and net income was $463 million versus $162 million. Segment Adjusted EBITDA for the quarter was $280 million, compared with $196 million; P&ARP rose to $162 million from $82 million, while AS&I fell to $21 million from $33 million. Operating cash flow was $420 million, compared with $271 million. At September 30, 2026, total liquidity was $992 million. The company repurchased 2.8 million ordinary shares for $78 million and redeemed $100 million of its 5.625% Senior Notes due June 2028. On October 22, 2026, the Pan-U.S. ABL amendment increased available commitments from $550 million to $700 million and extended maturity to October 22, 2031.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue was $2.639 billion, versus $2.166 billion a year earlier.
- Moderate pointThird-quarter net income was $119 million, versus $88 million a year earlier.
- Moderate pointSegment Adjusted EBITDA reached $280 million, versus $196 million.
Negative
- Moderate pointAS&I third-quarter Segment Adjusted EBITDA fell to $21 million from $33 million.
Filing Explained
The company reports that its board approved cancellation of 6 million treasury shares, and the equity statement records the cancellation by
Key Figures
Revenue: $2.639 billion
Net income: $119 million
Basic earnings per share: $0.87 per share
+5 more
8 metrics
Revenue
$2.639 billion
Three months ended September 30, 2026; $2.166 billion in 2025
Net income
$119 million
Three months ended September 30, 2026; $88 million in 2025
Basic earnings per share
$0.87 per share
Three months ended September 30, 2026; $0.63 in 2025
Segment Adjusted EBITDA
$280 million
Three months ended September 30, 2026; $196 million in 2025
Net cash flows from operating activities
$420 million
Nine months ended September 30, 2026; $271 million in 2025
Total liquidity
$992 million
At September 30, 2026
Ordinary shares repurchased
2.8 million shares for $78 million
Nine months ended September 30, 2026
Pan-U.S. ABL available commitments
$700 million
After the October 22, 2026 amendment; increased from $550 million
Key Terms
Segment Adjusted EBITDA, metal price lag, accounts receivable factoring programs, cash flow hedges
4 terms
Segment Adjusted EBITDA financial
"Segment Adjusted EBITDA is defined as income"
Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.
metal price lag financial
"Metal price lag represents the financial impact"
Metal price lag describes the delay between changes in market metal prices and the prices that a mining, smelting, or metal-consuming company actually records in its sales or contracts. It matters to investors because a company’s recent revenue and profit can reflect older, lower or higher metal prices rather than current spot levels, so earnings and cash flow may appear out of step with market moves—like a thermostat that takes time to catch up to the room’s temperature.
accounts receivable factoring programs financial
"several accounts receivable factoring programs"
cash flow hedges financial
"the fair value of cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did CSTM report in the third quarter of 2026?
Constellium reported third-quarter 2026 revenue of $2.639 billion, compared with $2.166 billion in the third quarter of 2025. Management attributed the increase to higher revenue per ton, including higher metal prices, partly offset by lower shipments.
How much net income did CSTM report in the third quarter of 2026?
Net income was $119 million in third-quarter 2026, compared with $88 million a year earlier. Basic earnings per share were $0.87, compared with $0.63.
Why did Constellium's P&ARP Segment Adjusted EBITDA increase?
P&ARP Segment Adjusted EBITDA was $162 million in the third quarter of 2026, compared with $82 million a year earlier. The increase primarily reflected favorable metal costs and price and mix, partly offset by lower volumes.
What drove CSTM's operating cash flow in the first nine months of 2026?
Net cash flows from operating activities were $420 million, compared with $271 million in the same period of 2025. The change primarily reflected a $476 million increase in cash flows before working capital and a $327 million decrease in working capital usage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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-1-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to __________
Commission file number: 001-35931
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||
300 East Lombard Street, Suite 1710 | ||||||
(Zip Code) | ||||||
(Address of principal executive office (US)) | ||||||
(Registrant's telephone number, including area code) | ||||||
Securities registered pursuant to section 12(b) of the Act | ||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
The number of outstanding ordinary shares of the registrant on September 30, 2026, was 134,536,604 shares.
-i-
Constellium SE (“Constellium SE” or “the Company”, and when referred to together with its subsidiaries, “the Group” or
“Constellium”), is a corporation organized under the laws of France.
Constellium SE’s I.R.S. Employer Identification Number is: 98-0667516. The Group’s U.S. assets are held by
Constellium US Holdings I, LLC, a wholly owned subsidiary of Constellium SE. The I.R.S. Employer Identification Number of
Constellium US Holdings I, LLC is: 27-4126819.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. You can identify certain forward-looking statements because they contain words such as, but not limited to, “anticipates,”
“believes,” “could,” ”estimates,” “expects,” “forecasts,” “intends,” “likely,” “may,” “plans,” “should,” “targets,” “will,” or
“would,” and similar expressions (or the negative of these terminologies or expressions). Forward-looking statements do not
relate strictly to historical or current facts and reflect management’s current assumptions, beliefs, expectations, objectives, plans
and projections about the future, including with respect to our business, results of operations and financial condition.
Accordingly, forward-looking statements are subject to uncertainties, risks and changes that are difficult to predict and many of
which are outside of our control. Such factors include, but are not limited to: market competition; global or regional economic
downturns or adverse changes in industry-specific conditions, including the impacts of tax and tariff programs, inflation,
foreign currency exchange, and industry consolidation; disruption to business operations; natural disasters, including severe
flooding and other weather-related events; geopolitical tensions and conflicts, including the ongoing conflict between Russia
and Ukraine and the ongoing conflict involving the United States, Israel and Iran; the inability to meet customer demand and
quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive
inflation; potential capacity constraints or lack of effectiveness of our hedging policy activities; the loss of key employees;
levels of indebtedness that could limit our operating flexibility and opportunities; as well as the risk factors set forth in the
Company’s (as defined below) Annual Report on Form 10-K for the year ended December 31, 2025. If underlying assumptions
prove inaccurate, or known or unknown risks or uncertainties materialize, actual results could vary materially from expectations
expressed or implied in the forward-looking statements. Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-
looking statement, whether because of new information, future events or otherwise, except as required by law.
-ii-
TABLE OF CONTENTS
Page | |||
PART 1 | |||
Item 1. | Financial Statements | 1 | |
Consolidated Income Statements (unaudited) | 1 | ||
Consolidated Statements of Comprehensive Income (unaudited) | 2 | ||
Consolidated Balance Sheets (unaudited) | 3 | ||
Consolidated Statements of Changes in Equity (unaudited) | 4 | ||
Consolidated Statements of Cash Flows (unaudited) | 6 | ||
Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 7 | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 | |
Item 4. | Controls and Procedures | 38 | |
PART II | |||
Item 1. | Legal Proceedings | 39 | |
Item 1A. | Risk Factors | 39 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | |
Item 3. | Defaults Upon Senior Securities | 39 | |
Item 4. | Mine Safety Disclosures | 39 | |
Item 5. | Other Information | 39 | |
Item 6. | Exhibits | 40 | |
SIGNATURES | 41 | ||
-1-
PART I
Item 1. Financial Statements
CONSOLIDATED INCOME STATEMENTS (unaudited)
Three months ended September 30, | Nine months ended September 30, | |||||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | 2026 | 2025 | |||||
Revenue | 2 | |||||||||
Cost of sales (excluding depreciation and amortization) | ( | ( | ( | ( | ||||||
Depreciation and amortization | ( | ( | ( | ( | ||||||
Selling and administrative expenses | ( | ( | ( | ( | ||||||
Research and development expenses | ( | ( | ( | ( | ||||||
Other gains and losses – net | 4 | ( | ||||||||
Finance costs – net | 5 | ( | ( | ( | ( | |||||
Income before tax | ||||||||||
Income tax expense | 6 | ( | ( | ( | ( | |||||
Net income | ||||||||||
Attributable to: | ||||||||||
Equity holders of Constellium SE | ||||||||||
Non-controlling interests | ||||||||||
Net income | ||||||||||
Earnings per share attributable to the equity holders of Constellium SE (in U.S. dollars) | Notes | |||||||||
Basic | 7 | |||||||||
Diluted | 7 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-2-
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Three months ended September 30, | Nine months ended September 30, | |||||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | 2026 | 2025 | |||||
Net income | ||||||||||
Other comprehensive (loss) / income | ||||||||||
Net change in post-employment benefit obligations | ( | ( | ( | ( | ||||||
Income tax on net change in post- employment benefit obligations | ||||||||||
Net change in cash flow hedges | 12 | ( | ( | ( | ||||||
Income tax on cash flow hedges | ( | |||||||||
Currency translation adjustments | ( | ( | ||||||||
Other comprehensive (loss) / income | ( | ( | ( | |||||||
Total comprehensive income | ||||||||||
Attributable to: | ||||||||||
Equity holders of Constellium SE | ||||||||||
Non-controlling interests | ||||||||||
Total comprehensive income | ||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-3-
CONSOLIDATED BALANCE SHEETS (unaudited)
(in millions of U.S. dollars) except share data and as otherwise stated | Notes | At September 30, 2026 | At December 31, 2025 | |||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | ||||||
Trade receivables and other, net | 8 | |||||
Inventories | 9 | |||||
Fair value of derivative instruments and other financial assets | 12 | |||||
Total current assets | ||||||
Non-current assets | ||||||
Property, plant and equipment, net | ||||||
Goodwill | ||||||
Intangible assets, net | ||||||
Deferred tax assets | ||||||
Trade receivables and other, net | 8 | |||||
Fair value of derivative instruments | 12 | |||||
Total non-current assets | ||||||
Total assets | ||||||
Liabilities | ||||||
Current liabilities | ||||||
Trade payables and other | 10 | |||||
Current portion of long-term debt | 11 | |||||
Fair value of derivative instruments | 12 | |||||
Income tax payable | ||||||
Pension and other benefit obligations | ||||||
Provisions | 14 | |||||
Total current liabilities | ||||||
Non-current liabilities | ||||||
Trade payables and other | 10 | |||||
Long-term debt | 11 | |||||
Fair value of derivative instruments | 12 | |||||
Pension and other benefit obligations | ||||||
Provisions | 14 | |||||
Deferred tax liabilities | ||||||
Total non-current liabilities | ||||||
Total liabilities | ||||||
Commitments and contingencies | 14 | |||||
Shareholders' equity | ||||||
Ordinary shares, par value € September 30, 2026 and at December 31, 2025, respectively; respectively | ||||||
Additional paid in capital | ||||||
Accumulated other comprehensive income | 15 | |||||
Retained earnings | ||||||
Treasury shares 2025 | ( | ( | ||||
Equity attributable to equity holders of Constellium SE | ||||||
Non-controlling interests | ||||||
Total equity | ||||||
Total equity and liabilities |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-4-
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
in millions of U.S. dollars, except share amounts | Ordinary shares outstanding | Ordinary shares | Treasury shares | Accumulated other comprehensive income / (loss) | Additional paid in capital | Retained earnings | Non- controlling interests | Total equity | ||||||||
At January 1, 2026 | ( | |||||||||||||||
Net income | — | — | — | — | — | ( | ||||||||||
Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||
Total comprehensive income | — | — | — | ( | — | ( | ||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Allocation of treasury shares to share-based compensation plan vested | — | — | — | ( | — | |||||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At March 31, 2026 | ( | |||||||||||||||
Net income | — | — | — | — | — | |||||||||||
Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||
Total comprehensive income | — | — | — | ( | — | |||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Other | — | — | — | — | ( | ( | ( | |||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At June 30, 2026 | ( | |||||||||||||||
Net income | — | — | — | — | — | |||||||||||
Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||
Total comprehensive (loss) / income | — | — | — | ( | — | |||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | ||||||||||
Cancellation of treasury shares | — | — | — | ( | — | — | ( | |||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At September 30, 2026 | ( | |||||||||||||||
-5-
in millions of U.S. dollars, except share amounts | Ordinary shares outstanding | Ordinary shares | Treasury shares | Accumulated other comprehensive income / (loss) | Additional paid in capital | Retained earnings | Non- controlling interests | Total equity | ||||||||
At January 1, 2025 | ( | ( | ||||||||||||||
Net income | — | — | — | — | — | |||||||||||
Other comprehensive loss | — | — | — | — | — | — | ||||||||||
Total comprehensive (loss) / income | — | — | — | — | ||||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Allocation of treasury shares to share-based compensation plan vested | — | — | — | ( | — | |||||||||||
Other | — | — | — | — | ( | — | ||||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At March 31, 2025 | ( | ( | ||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||
Other comprehensive loss | — | — | — | — | — | |||||||||||
Total comprehensive (loss) / income | — | — | — | — | ||||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At June 30, 2025 | ( | |||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||
Other comprehensive income | — | — | — | ( | — | — | — | ( | ||||||||
Total comprehensive income | — | — | — | ( | — | |||||||||||
Share-based compensation | — | — | — | — | — | — | ||||||||||
Repurchase of ordinary shares | ( | — | ( | — | — | — | — | ( | ||||||||
Transactions with non- controlling interests | — | — | — | — | — | — | ( | ( | ||||||||
At September 30, 2025 | ( |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-6-
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Nine months ended September 30, | ||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | |||
Net income | ||||||
Adjustments | ||||||
Depreciation and amortization | 3 | |||||
Impairment of assets | 3 | |||||
Pension and other long-term benefits | ||||||
Finance costs - net | 5 | |||||
Income tax expense | ||||||
Unrealized (gains) /losses on derivatives - net and from remeasurement of monetary assets and liabilities - net | ( | |||||
Losses on disposal | 4 | |||||
Other - net | ||||||
Changes in working capital | ||||||
Inventories | ( | ( | ||||
Trade receivables | ( | ( | ||||
Trade payables | ||||||
Other | ( | |||||
Change in provisions | ( | ( | ||||
Pension and other long-term benefits paid | ( | ( | ||||
Interest paid | ( | ( | ||||
Income tax paid | ( | ( | ||||
Net cash flows from operating activities | ||||||
Purchases of property, plant and equipment | 3 | ( | ( | |||
Property, plant and equipment inflows | 3 | |||||
Collection of deferred purchase price receivable | 8 | |||||
Proceeds from disposals, net of cash | ||||||
Other investing activities | ||||||
Net cash flows used in investing activities | ( | ( | ||||
Repurchase of ordinary shares | ( | ( | ||||
Repayments of long-term debt | ( | ( | ||||
Net change in revolving credit facilities and short-term debt | ||||||
Finance lease repayments | ( | ( | ||||
Transactions with non-controlling interests | ( | ( | ||||
Other financing activities | ( | |||||
Net cash flows used in financing activities | ( | ( | ||||
Net (decrease) / increase in cash and cash equivalents | ( | |||||
Cash and cash equivalents - beginning of period | ||||||
Net (decrease) / increase in cash and cash equivalents | ( | |||||
Effect of exchange rate changes on cash and cash equivalents | ( | |||||
Cash and cash equivalents - end of period | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-7-
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty
rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and
general industrial end-markets. At September 30, 2026, the Group operated 23 manufacturing facilities, 3 R&D centers and 3
administrative centers. The Group has approximately 11,500 employees.
Unless the context indicates otherwise, when we refer to “we,” “our,” “us,” “Constellium,” the “Group” and the
“Company” in this document, we are referring to Constellium SE and its subsidiaries, and when we refer to “Constellium SE”,
we are referring to Constellium SE on a standalone basis.
The accompanying unaudited interim condensed consolidated financial statements include the accounts of
Constellium SE and its controlled subsidiaries. All intercompany transactions and balances are eliminated.
The accompanying unaudited interim condensed consolidated financial statements have been prepared by Constellium in
accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and
Exchange Commission (“SEC”) applicable for interim periods and, therefore, do not include all information and footnotes
required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal
recurring adjustments) considered necessary for a fair statement of its financial position at September 30, 2026, results of
operations and cash flows for the three-month and nine-month periods ended September 30, 2026 and 2025 have been included.
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the
Group’s audited consolidated financial statements and accompanying notes in its Annual Report on Form 10-K for the year
ended December 31, 2025 (“Annual Report”). The results of operations for our interim periods are not necessarily indicative of
the results of operations that may be achieved for the entire 2026 fiscal year.
The preparation of the Group’s consolidated financial statements in accordance with U.S. GAAP requires management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of contingent liabilities. The principal areas of judgment relate to:
(1) impairment of assets; (2) actuarial assumptions related to pension and other postretirement benefit plans; (3) tax
uncertainties and valuation allowances; and (4) assessment of loss contingencies, including environmental and litigation
liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and
circumstances, giving consideration to previous experience. Future events and their effects cannot be predicted with certainty,
and, accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation
of our consolidated financial statements may change as new events occur, more experience is acquired, additional information
is obtained, and our operating environment changes. The Group continuously reviews its significant assumptions and estimates
in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential direct and
indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will materialize or
that actual results will not differ materially from estimates.
The Group plans to adopt new standards, amendments and interpretations, as disclosed in our Annual Report, on their
required effective dates and does not expect any material impact on its financial position, results of operations and cash flows as
a result of their adoption.
-8-
disclosures of revenue disaggregated by operating segments.
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
Aerospace rolled products | ||||||||
Transportation, industry, defense and other rolled products | ||||||||
Packaging rolled products | ||||||||
Automotive rolled products | ||||||||
Specialty and other thin-rolled products | ||||||||
Automotive extruded products | ||||||||
Other extruded products | ||||||||
Total revenue | ||||||||
Revenue is recognized at a point in time, except for certain products with no alternative use for which we have a right to
payment, which represents less than 1% of total revenue.
-9-
Constellium has three reportable business segments - Aerospace & Transportation (“A&T”), Packaging & Automotive
Rolled Products (“P&ARP”) and Automotive Structures & Industry (“AS&I”).
3.1 Revenue, Costs and Segment Adjusted EBITDA
Three months ended September 30, | ||||||||||
2026 | 2025 | |||||||||
(in millions of U.S. dollars) | A&T | P&ARP | AS&I | H&C (B) | A&T | P&ARP | AS&I | H&C (B) | ||
Segment revenue | ||||||||||
Inter-segment elimination | ( | ( | ( | ( | ( | ( | ||||
External revenue | ||||||||||
Cost of metal | ( | ( | ( | ( | ( | ( | ||||
Production costs | ( | ( | ( | ( | ( | ( | ( | ( | ||
Other segment expenses (A) | ( | ( | ( | ( | ( | ( | ( | ( | ||
Segment Adjusted EBITDA | ( | ( | ||||||||
Nine months ended September 30, | ||||||||||
2026 | 2025 | |||||||||
(in millions of U.S. dollars) | A&T | P&ARP | AS&I | H&C (B) | A&T | P&ARP | AS&I | H&C (B) | ||
Segment revenue | ||||||||||
Inter-segment elimination | ( | ( | ( | ( | ( | ( | ||||
External revenue | ||||||||||
Cost of metal | ( | ( | ( | ( | ( | ( | ||||
Production costs | ( | ( | ( | ( | ( | ( | ( | ( | ||
Other segment expenses (A) | ( | ( | ( | ( | ( | ( | ( | ( | ||
Segment Adjusted EBITDA | ( | ( | ||||||||
(A) Other segment expenses primarily include selling and general administrative expenses and research and development expenses.
(B) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
3.2 Reconciliation of Segment Adjusted EBITDA to Net Income
Constellium’s chief operating decision-maker measures the profitability and financial performance of its operating
segments based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as income / (loss) from continuing
operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation, amortization as
adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange
differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, non-
operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain
purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain
incremental costs and other exceptional, unusual or generally non-recurring items.
-10-
Three months ended September 30, | Nine months ended September 30, | |||||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | 2026 | 2025 | |||||
A&T | ||||||||||
P&ARP | ||||||||||
AS&I | ||||||||||
H&C (A) | ( | ( | ( | ( | ||||||
Segment Adjusted EBITDA | ||||||||||
Metal price lag (B) | ( | |||||||||
Depreciation and amortization | ( | ( | ( | ( | ||||||
Impairment of assets | ( | |||||||||
Share based compensation | 16 | ( | ( | ( | ( | |||||
Pension and other post-employment benefits - non-operating gains | ||||||||||
Restructuring costs | ( | ( | ( | |||||||
Unrealized (losses) / gains on derivatives | ( | |||||||||
Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net | ||||||||||
Losses on disposal | ( | ( | ||||||||
Other (C) | ( | ( | ( | |||||||
Expenses on factoring arrangements | 8 | ( | ( | ( | ( | |||||
Finance costs – net | 5 | ( | ( | ( | ( | |||||
Income before tax | ||||||||||
Income tax expense | 6 | ( | ( | ( | ( | |||||
Net income | ||||||||||
(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
(B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's
Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial
impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s
manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market
price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the
period.
(C)For the nine months ended September 30, 2025, Other mainly includes $9 million of insurance proceeds and $8 million of clean-up
-11-
3.3 Capital expenditures
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
A&T | ( | ( | ( | ( | ||||
P&ARP | ( | ( | ( | ( | ||||
AS&I | ( | ( | ( | ( | ||||
H&C (A) | ( | ( | ( | ( | ||||
Total capital expenditures (B) | ( | ( | ( | ( | ||||
(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
(B)Purchase of property plant and equipment, net of grants received and insurance compensation related to property plant and equipment.
3.4 Depreciation, amortization and impairment
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
A&T | ( | ( | ( | ( | ||||
P&ARP | ( | ( | ( | ( | ||||
AS&I | ( | ( | ( | ( | ||||
H&C (A) | ( | ( | ( | ( | ||||
Total depreciation, amortization and impairment expense | ( | ( | ( | ( | ||||
(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
3.5 Assets
(in millions of U.S. dollars) | At September 30, 2026 | At December 31, 2025 | ||
A&T | ||||
P&ARP | ||||
AS&I | ||||
H&C (A) | ||||
Deferred income tax assets | ||||
Cash and cash equivalents | ||||
Fair value of derivative instruments and other financial assets | ||||
Total assets |
(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
-12-
Three months ended September 30, | Nine months ended September 30, | |||||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | 2026 | 2025 | |||||
Operating income and expenses | ||||||||||
Realized gains / (losses) on derivatives (A) | ( | ( | ||||||||
Unrealized (losses) / gains on derivatives at fair value through profit and loss - net (A) | 12 | ( | ||||||||
Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net | ||||||||||
Impairment of assets | ( | |||||||||
Restructuring costs | ( | ( | ( | |||||||
Losses on disposal | ( | ( | ||||||||
Result from the flood in Valais | 3 | |||||||||
Non-operating income and expenses | ||||||||||
Expenses on factoring arrangements | 8 | ( | ( | ( | ( | |||||
Pension and other post-employment benefits | 13 | |||||||||
Other | ( | ( | ( | |||||||
Total other gains and losses - net | ( | |||||||||
(A)Realized and unrealized gains and losses are related to derivatives entered into with the purpose of mitigating exposure to volatility in
foreign currencies and commodity prices and that do not qualify for hedge accounting.
-13-
Three months ended September 30, | Nine months ended September 30, | |||||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | 2026 | 2025 | |||||
Interest expense on borrowings (A) | ( | ( | ( | ( | ||||||
Interest expense on finance leases | ( | ( | ||||||||
Interest cost on pension and other long-term benefits | 13 | ( | ( | ( | ( | |||||
Net loss on settlement of debt | ( | ( | ||||||||
Realized and unrealized (losses) / gains on debt derivatives at fair value (B) | 12 | ( | ||||||||
Realized and unrealized exchange gains / (losses) on financing activities - net (B) | ||||||||||
Other finance expenses | ( | ( | ( | ( | ||||||
Capitalized borrowing costs (C) | ||||||||||
Finance expenses | ( | ( | ( | ( | ||||||
Finance costs - net | ( | ( | ( | ( | ||||||
(A)For the three months ended September 30, 2026 and 2025, interest expense on borrowings included $22 million and $23 million of
interest expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively. For the nine
months ended September 30, 2026 and 2025, interest expense on borrowings included $69 million and $67 million of interest expenses
related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively.
(B) The Group hedges its currency exposure when using external funding sources in a currency other than the functional currency of the
entities being funded. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Interim
Consolidated Income Statement.
(C) Allocation of Borrowing costs attributable to the construction of assets are capitalized. The capitalization rate was 5
months ended September 30, 2026 and 2025.
Income tax expense for interim periods is recognized based on the annualized effective tax rate expected for the full year
adjusted for the tax effect of certain items recognized in full in the interim period.
Our effective tax rate was 25.6 % and 30.2 % of our income before tax for the three months ended September 30, 2026 and
2025, respectively. Our effective tax rate was 28.3 % and 33.8 % of income before tax for the nine months ended September 30,
2026 and 2025, respectively.
The difference between the statutory tax rate of 25.8
September 30, 2026 and 2025 includes estimates of the 2026 and 2025 surtaxes in France and the Base Erosion Anti-Abuse Tax
in the United States, and is impacted by the geographical mix of our pre-tax results and the effects of certain jurisdictions where
a full valuation allowance is recorded.
-14-
Basic earnings per share are computed using the weighted-average number of ordinary shares outstanding during the
period. Diluted earnings per share are computed using the weighted-average number of ordinary shares and ordinary share
equivalents outstanding during the period. Ordinary share equivalents represent the dilutive effect of outstanding equity-based
awards.
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars except share and per share amounts ) | 2026 | 2025 | 2026 | 2025 | ||||
Numerator: | ||||||||
Net income attributable to equity holders of Constellium SE | ||||||||
Denominator: | ||||||||
Basic - weighted-average ordinary shares outstanding | ||||||||
Dilutive effect of non-vested restricted stock units and performance-based restricted stock units | ||||||||
Diluted - weighted-average ordinary shares, of restricted stock units and performance-based restricted stock units | ||||||||
Basic earnings per share | $ | $ | $ | $ | ||||
Diluted earnings per share | $ | $ | $ | $ | ||||
For the three and nine months ended September 30, 2026, and 2025, no
based awards were excluded from the computation of diluted earnings per share because the effect of their exercise would be
anti-dilutive.
On September 17, 2026, our Board of Directors approved the cancellation of 6 million treasury shares acquired through
our share repurchase program, pursuant to the authority granted by our shareholders at the 2026 Annual General Meeting, and
the restatement of our Articles of Association to reflect the reduced share capital. The retirement of treasury shares reduced the
number of issued ordinary shares of the Company.
-15-
At September 30, 2026 | At December 31, 2025 | |||
(in millions of U.S. dollars) | Current | Current | ||
Trade receivables - gross | ||||
Allowance for credit losses | ( | ( | ||
Total trade receivables - net | ||||
Total other receivables | ||||
Total trade receivables and other |
Factoring arrangements
The Group has entered into several accounts receivable factoring programs with selected financial institutions for certain
receivables of the Group. The programs are accounted for as sales of the receivables and had combined limits of approximately
$711 million and $729 million at September 30, 2026 and December 31, 2025, respectively.
Proceeds on receivables sold under our ongoing factoring programs were $1,103 million and $968 million for the three
months ended September 30, 2026 and 2025, respectively. Proceeds on receivables sold under our ongoing factoring programs
were $3,092 million and $2,720 million for the nine months ended September 30, 2026 and 2025, respectively. At September
30, 2026 and December 31, 2025, the total amount of receivables derecognized under the Group’s factoring arrangements was
$417 million and $430 million, respectively.
Starting in fiscal year 2025, the proceeds from the sale of accounts receivables consisted of only cash. Prior to January 1,
2025, the proceeds from the sale of certain of these receivables was comprised of a combination of cash and deferred purchase
price receivable. The deferred purchase price receivable was ultimately realized by the Group following the collection by the
financial institutions of the underlying receivables sold. For the nine months ended September 30, 2025, the beginning deferred
purchase price balance was $2 million, of which $2 million was fully collected in cash. This resulted in an ending deferred
purchase price receivable balance of $0 million for the nine months ended September 30, 2025, recorded in Fair value of
derivative instruments and other financial assets in the Consolidated Balance Sheets.
The Group has recorded 6 million and 5 million of expenses related to its factoring programs in the three months ended
September 30, 2026 and 2025, respectively. The Group has recorded $15 million and $16 million of expenses related to its
factoring programs in the nine months ended September 30, 2026 and 2025, respectively. These amounts are presented in Other
gains and losses – net in its Interim Consolidated Income Statement.
(in millions of U.S. dollars) | At September 30, 2026 | At December 31, 2025 | ||
Finished goods | ||||
Work in progress | ||||
Raw materials | ||||
Stores and supplies | ||||
Total inventories |
-16-
At September 30, 2026 | At December 31, 2025 | |||
(in millions of U.S. dollars) | Current | Current | ||
Trade payables | ||||
Employees' entitlements | ||||
Other payables | ||||
Total other | ||||
Total trade payables and other |
Contract liabilities and other liabilities to customers
and 2025 are presented in the table below:
Nine months ended September 30, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Contract liabilities and other liabilities to customers at January 1, | ||||
Revenue deferred to contract liabilities | ||||
Revenue recognized from contract liabilities | ( | ( | ||
Effect of changes in foreign currency rates and other changes | ( | |||
Contract liabilities and other liabilities to customers at September 30, | ||||
-17-
11.1 Analysis by nature
At September 30, 2026 | At December 31, 2025 | |||||||||
(in millions of U.S. dollars) | Nominal Value in Currency | Nominal rate | Effective rate | Face Value | Debt issuance costs | Accrued interest | Carrying value | Carrying value | ||
Secured Pan-U.S. ABL (due 2029) | $ | Floating | ||||||||
Senior Unsecured Notes | ||||||||||
Issued June 2020 and due 2028 (A) | $ | ( | ||||||||
Issued February 2021 and due 2029 | $ | ( | ||||||||
Issued June 2021 and due 2029 | € | ( | ||||||||
Issued August 2024 and due 2032 | $ | ( | ||||||||
Issued August 2024 and due 2032 | € | ( | ||||||||
Finance lease liabilities | ||||||||||
Other loans | ||||||||||
Total debt | ( | |||||||||
Of which non-current | ||||||||||
Of which current (B) | ||||||||||
(A)On July 28, 2026, the Company redeemed $100 million of the $325 million outstanding aggregate principal amount of its 5.625 %
Senior Notes due June 2028.
(B)Current portion of debt includes mainly accrued interest and current portions of finance leases and other long-term loans relating to the
sale and leaseback of assets.
The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024 were
and $689 million, respectively, at September 30, 2026, compared to $325 million, $483 million, $348 million, and $730
million, respectively, at December 31, 2025.
The €100 million French Inventory Facility remained undrawn at September 30, 2026.
The Group was in compliance with all applicable financial debt covenants at September 30, 2026 and December 31,
2025.
-18-
12.1 Fair values of financial instruments
At September 30, 2026 | At December 31, 2025 | |||||||||||
(in millions of U.S. dollars) | Non- current | Current | Total | Non- current | Current | Total | ||||||
Derivatives that qualify for hedge accounting | ||||||||||||
Currency commercial derivatives | ||||||||||||
Derivatives that do not qualify for hedge accounting | ||||||||||||
Currency commercial derivatives | ||||||||||||
Currency net debt derivatives | ||||||||||||
Energy derivatives | ||||||||||||
Metal derivatives | ||||||||||||
Fair value of derivative instruments - assets | ||||||||||||
Derivatives that qualify for hedge accounting | ||||||||||||
Currency commercial derivatives | ||||||||||||
Derivatives that do not qualify for hedge accounting | ||||||||||||
Currency commercial derivatives | ||||||||||||
Energy derivatives | ||||||||||||
Metal derivatives | ||||||||||||
Fair value of derivative instruments - liabilities | ||||||||||||
The fair values of trade receivables, other financial assets and liabilities approximate their carrying values, as a result of
their liquidity or short maturity and the fair value of borrowings are disclosed in Note 11 - Debt.
12.2 Valuation hierarchy
degree to which the fair value is observable:
•Level 1 is based on a quoted price (unadjusted) in active markets for identical financial instruments. Level 1
includes aluminum, copper and zinc futures that are traded on the LME.
•Level 2 is based on inputs other than quoted prices included within Level 1 that are observable for the assets or
liabilities, either directly (i.e., prices), or indirectly (i.e., derived from prices). Level 2 includes foreign exchange
derivatives, natural gas derivatives, silver derivatives and aluminum premium derivatives. The present value of
future cash flows based on the forward or on the spot exchange rates at the balance sheet date is used to value
foreign exchange derivatives.
•Level 3 is based on inputs for the asset or liability that are not based on observable market data (unobservable
inputs). Trade receivables are classified as a Level 3 measurement under the fair value hierarchy.
-19-
At September 30, 2026 | At December 31, 2025 | |||||||||||||||
(in millions of U.S. dollars) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||
Fair value of derivative instruments - assets | ||||||||||||||||
Fair value of derivative instruments - liabilities | ||||||||||||||||
There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the nine
months ended September 30, 2026, nor the year ended December 31, 2025.
12.3 Foreign exchange
Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Net assets, earnings and cash flows are influenced by multiple currencies due to the geographic diversity of sales and the
countries in which the Group operates.
Constellium has the following foreign exchange risk: i) transaction exposures, which include commercial transactions
related to forecasted sales and purchases and on-balance sheet receivables/payables resulting from such transactions and
financing transactions related to external and internal net debt, and ii) translation exposures, which relate to net investments in
foreign entities that are converted in U.S. dollar amounts in the Consolidated Financial Statements.
Foreign exchange impacts related to the translation of net investments in non-U.S. dollar functional currency subsidiaries
from functional currency to U.S. dollars, and of the related revenue and expenses, are not hedged as the Group operates in these
various countries on a permanent basis except as described below.
i. Commercial transaction exposures
The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The
Group uses foreign exchange forwards and foreign exchange swaps for this purpose.
derivatives for Constellium’s most significant foreign exchange exposures at September 30, 2026.
Sold currencies | Maturity Year | Less than 1 year | Over 1 year | |||
USD | 2026-2031 | |||||
CHF | 2026-2031 | |||||
CZK | 2026 | |||||
Other currencies | 2026-2027 |
Purchased currencies | ||||||
USD | 2026-2028 | |||||
CHF | 2026-2030 | |||||
CZK | 2026-2028 | |||||
Other currencies | 2027 |
The Group has agreed to supply a major customer with products from an entity with Euro functional currency, while
invoicing in U.S. dollars. The Group has entered into significant foreign exchange derivatives that matched related highly
probable future conversion sales. The Group designates a substantial portion of these derivatives for hedge accounting, with a
total nominal amount of $389 million and $302 million at September 30, 2026 and December 31, 2025 respectively, with
maturities ranging from 2026 to 2031. Changes in the fair value of cash flow hedges are reported by the Group as a component
-20-
of Accumulated other comprehensive income, net of tax and reclassified into earnings when the forecasted transaction affects
earnings.
Interim Consolidated Statement of Cash Flows and the Interim Consolidated Statement of Comprehensive Income:
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
Derivatives that do not qualify for hedge accounting | ||||||||
Included in Other gains and losses - net | ||||||||
Realized (losses) / gains on foreign currency derivatives - net (A) | ( | ( | ||||||
Unrealized (losses) / gains on foreign currency derivatives - net (B) | ( | ( | ( | |||||
Derivatives that qualify for hedge accounting | ||||||||
Included in Other comprehensive income | ||||||||
Unrealized (losses) / gains on foreign currency derivatives - net | ( | ( | ( | |||||
(Losses) / gains reclassified from cash flow hedge reserve to the Consolidated Income Statement | ( | ( | ( | |||||
Included in Revenue (C) | ||||||||
Realized gains / (losses) on foreign currency derivatives - net (A) | ( | |||||||
Unrealized (losses) / gains on foreign currency derivatives - net | ( | |||||||
(A)Commercial derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated
Statement of Cash Flows.
(B)Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be
reflected in future years when these sales are recognized.
(C)Changes in fair value of derivatives that qualify for hedge accounting are included in revenue when the related customer invoices are
issued.
ii. Financing transaction exposures
When the Group enters into intercompany loans and deposits, the financing is generally provided in the functional
currency of the subsidiary. The foreign currency exposure of the Group’s external funding and liquid assets is systematically
hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives.
At September 30, 2026, the net hedged position related to long-term and short-term loans and deposits in U.S. dollars
included a forward sale of $132 million versus the Euro using simple foreign exchange forward contracts.
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
Derivatives that do not qualify for hedge accounting | ||||||||
Included in Finance costs - net | ||||||||
Realized gains / (losses) on foreign currency derivatives - net (A) | ( | |||||||
Unrealized gains / (losses) on foreign currency derivatives - net | ( | |||||||
Total | ( | |||||||
(A)Net debt derivatives settled during the period are presented in Other financing activities in the Interim Consolidated Statements of Cash
Flows.
-21-
Total realized and unrealized gains or losses on debt derivatives are expected to partially offset the total realized and
unrealized gains or losses on financing activities, both included in Finance costs – net.
12.4 Commodities
The Group is subject to the effects of market fluctuations in the price of aluminum, which is the Group’s primary metal
input and a significant component of its output. The Group is also exposed to fluctuations in aluminum regional premiums and
in the price of copper, lithium, natural gas, silver, zinc, and other alloying metals, to a lesser extent.
The Group policy is to minimize exposure to aluminum price volatility by passing through the aluminum price risk to
customers and using derivatives where necessary. For most of its aluminum price exposure, sales and purchases of aluminum
are converted to be on the same floating basis and then the same quantities are bought and sold at the same market price.
Temporary increases in inventory, to the extent material, are sold forward to the expected sales date to ensure the price
paid for the metal will be substantially recovered when it is sold.
The Group also enters into derivatives for aluminum regional premium, copper, silver and zinc to offset the commodity
price exposure inherent to certain sales and purchase contracts.
In addition, the Group purchases natural gas fixed price derivatives to lock in energy costs where a fixed price purchase
contract is not possible.
(in millions of U.S. dollars) | Maturity Year | Less than 1 year | Over 1 year | |||
Metal | 2026-2028 | |||||
Natural gas | 2026-2029 |
The value of the contracts will fluctuate due to changes in market prices but our hedging strategy helps protect the
Group’s margin on future conversion and fabrication activities. At September 30, 2026, these contracts were directly entered
into with external counterparties.
recognized in Other gains and losses – net.
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollar) | 2026 | 2025 | 2026 | 2025 | ||||
Derivatives that do not qualify for hedge accounting | ||||||||
Included in Other gains and losses - net | ||||||||
Realized gains / (losses) on commodities derivatives - net (A) | ( | |||||||
Unrealized gains / (losses) on commodities derivatives - net | ( | |||||||
(A)Commodity derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated
Statements of Cash Flows.
-22-
Three months ended September 30, | Nine months ended September 30, | ||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||
(in millions of U.S. dollars) | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | |||||
Current service cost | ( | ( | ( | ( | ( | ( | ( | ( | |||||
Interest cost | ( | ( | ( | ( | ( | ( | ( | ( | |||||
Expected return on plan assets | |||||||||||||
Immediate recognition of losses arising over the year | ( | ||||||||||||
Amortization of past service gain | |||||||||||||
Amortization of net actuarial gain | |||||||||||||
Curtailment and settlements | ( | ( | |||||||||||
Total net pension and other long- term benefit cost | ( | ( | ( | ( | ( | ||||||||
Ravenswood plan termination
During the three months ended September 30, 2026, the Group settled the Constellium Rolled Products Ravenswood
Salaried Pension Plan (the "Plan") through a combination of lump-sum benefit payments and the purchase of an annuity
contract transferring the remaining pension obligations to a third-party financial institution. As a result, the Group derecognized
At September 30, 2026 | At December 31, 2025 | |||||||
(in millions of U.S. dollars) | Current | Non-current | Current | Non-current | ||||
Close down and environmental remediation costs | ||||||||
Restructuring costs | ||||||||
Legal claims and other costs | ||||||||
Total provisions | ||||||||
Close down and environmental remediation costs
Environmental remediation costs are accounted for based on the Group's best estimate of the costs of its environmental
clean-up obligations. The Group also records provisions for close down and restoration efforts based on the net present value of
estimated future costs of the dismantling and demolition of infrastructure and the removal of residual material of disturbed
areas. These provisions are expected to be settled over the next 40 years depending on the nature of the disturbance and the
technical remediation plans.
Contingencies
The Group is involved, and may become involved, in various lawsuits, claims and proceedings relating to customer
claims, product liability, employee and retiree benefit matters and other commercial matters. The Group records provisions for
pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the
obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex
and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and
-23-
excluding non-controlling interests, for the periods presented:
Three months ended September 30, 2026 | ||||||||
(in millions of U.S. dollars) | Post- employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||
At June 30, 2026 | ( | |||||||
Other comprehensive income / (loss) before reclassification | ( | ( | ( | |||||
Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ||||||
At September 30, 2026 | ( | ( | ||||||
Three months ended September 30, 2025 | ||||||||
(in millions of U.S. dollars) | Post- employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||
At June 30, 2025 | ( | |||||||
Other comprehensive income / (loss) before reclassification | ( | ( | ( | |||||
Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ( | |||||
At September 30, 2025 | ( | |||||||
Nine months ended September 30, 2026 | ||||||||
(in millions of U.S. dollars) | Post- employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||
At January 1, 2026 | ( | |||||||
Other comprehensive income / (loss) before reclassification | ( | ( | ( | ( | ||||
Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ( | |||||
Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | ||||||||
At September 30, 2026 | ( | ( | ||||||
Nine months ended September 30, 2025 | ||||||||
(in millions of U.S. dollars) | Post- employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||
At January 1, 2025 | ( | ( | ( | |||||
Other comprehensive income / (loss) before reclassification | ||||||||
Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ( | |||||
Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | ||||||||
At September 30, 2025 | ( | |||||||
-24-
Performance-Based Restricted Stock Units (equity-settled)
During the nine months ended September 30, 2026, the Company granted 401,662 Performance-Based Restricted Stock
Units ("PSUs") to selected employees of the Group. The fair value of PSU awards with performance and service conditions is
estimated using the value of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market
conditions is estimated using a Monte Carlo simulation model on the date of grant.
These units vest if the following conditions are met:
•A vesting condition under which the beneficiaries must be continuously at the service of the Company through the
end of a three-year vesting period; and
•A performance condition, contingent on the total shareholder return (“TSR”) performance of Constellium SE
shares over the vesting period compared to the TSR of specified indices. PSUs will ultimately vest based on a
vesting multiplier which ranges from 0 % to 200 %.
September 30, 2026:
2026 PSUs | ||
Fair value at grant date (in U.S. dollars) | ||
Share price at grant date (in U.S. dollars) | ||
Dividend yield | ||
Expected volatility (A) | ||
Risk-free interest rate (U.S. government bond yield) |
(A)Volatility in the share prices of the Company and companies included in indices were estimated based on observed historical volatilities
over a period equal to the PSU vesting period.
Restricted Stock Units Award Agreements (equity-settled)
During the nine months ended September 30, 2026, the Company granted 409,752 Restricted Stock Units (RSUs) to
selected employees of the Group subject to the beneficiaries remaining continuously employed by or at the service of the Group
from the grant date to the end of the three-year vesting period. The fair value of the RSUs awarded is $24.59 , being the quoted
market price at grant date.
Expense recognized during the period
Total share-based compensation expense was $8 million and $7 million for the three months ended September 30, 2026
and 2025, respectively. Total share-based compensation expense was $27 million and $20 million for the nine months ended
September 30, 2026 and 2025, respectively.
At September 30, 2026, unrecognized compensation expense related to the RSUs was $15 million, which will be
recognized over the remaining weighted average vesting period of 2.3 years, and unrecognized compensation expense related to
the PSUs was $22 million, which will be recognized over the remaining weighted average vesting period of 2.3 years.
Vested plan during the period
Fair values of vested RSUs and PSUs amounted to $32 million for the nine months ended September 30, 2026. They are
excluded from the Statement of Cash flows as non-cash financing activities.
-25-
On June 24, 2026, the Group disposed of its 54 % interest in Changchun Engley Automobile Parts Co. LTD
On October 22, 2026, the Pan-U.S. ABL was amended to, among other things, increase the available commitments from
-26-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial
statements prepared under U.S. GAAP at September 30, 2026 and for the three and nine months ended September 30, 2026 and
2025 and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and our
unaudited interim condensed consolidated financial statements at September 30, 2026 and for the three and nine months ended
September 30, 2026 and 2025 which are included in this Quarterly Report.
The following discussion and analysis includes forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or
implied by our forward-looking statements.
Amounts presented in the Consolidated Financial Statements are expressed in millions of U.S. dollars, except as
otherwise stated. Shipments are expressed in thousands of metric tons. Amounts may not sum due to rounding.
Overview
Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty
rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and
general industrial end-markets. At September 30, 2026, the Group operated 23 manufacturing facilities, 3 R&D centers and 3
administrative centers. The Group has approximately 11,500 employees.
We serve a diverse set of customers across a broad range of end-markets with different product needs, specifications and
requirements. Our business is organized into three operating segments:
•Our Aerospace & Transportation ("A&T") operating segment offers a wide range of technically advanced aluminum
products including plate, sheet and extrusions to blue-chip customers in the global aerospace, space, commercial
transportation, general industrial and defense sectors. Many of the products are mission critical, which benefit from our
world-class R&D and manufacturing capabilities and unique solutions.
•Our Packaging & Automotive Rolled Products ("P&ARP") operating segment includes the production and
development of customized rolled aluminum sheet products. We supply the packaging market with canstock and
closure stock for the beverage and food industry, as well as foilstock for the flexible packaging market. In addition, we
supply the automotive market with technically advanced products such as Auto Body Sheet ("ABS"), heat exchanger
materials and battery foil products.
•Our Automotive Structures & Industry ("AS&I") operating segment produces (i) technologically advanced structural
solutions for the automotive industry including crash management systems, body structures, side impact beams and
battery enclosure components, (ii) soft and hard alloy extrusions for automotive, transportation, and general industrial
applications, and (iii) large profiles for rail and general industrial applications. We complement our products with a
comprehensive offering of downstream technology and services, which include pre-machining, surface treatment,
R&D and technical support services.
Management Review and Outlook
Constellium delivered strong results in the third quarter despite the ongoing uncertainties on the macroeconomic and
geopolitical fronts. During the quarter, we benefited from strong operational focus, cost control and improved market dynamics,
including an improved aerospace and transportation, industry and defense (TID) environment, supply shortages of automotive
rolled products in North America and strong recycling performance in both North America and Europe. During the quarter, we
returned $30 million to shareholders through the repurchase of 1 million shares. Even though the current landscape remains
volatile, we like our end market positioning, and we are optimistic about our prospects for the remainder of this year and
beyond, which include harvesting the benefits from our previously announced return-seeking investments and capturing future
market opportunities. Our focus remains on executing on our strategy, driving operational performance, controlling costs,
maintaining commercial and capital discipline, generating free cash flow and increasing shareholder value.
-27-
For the three and nine months ended September 30, 2026, our segments represented the following percentages of total
Revenue and total Adjusted EBITDA:
Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||
(as a % of total) | Revenue | Segment Adjusted EBITDA | Revenue | Segment Adjusted EBITDA | ||||
A&T | 25% | 36% | 25% | 40% | ||||
P&ARP | 62% | 58% | 61% | 56% | ||||
AS&I | 15% | 8% | 16% | 8% | ||||
H&C (1) | —% | (2)% | —% | (4)% | ||||
Total | 100% | 100% | 100% | 100% | ||||
(1) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
Key Factors Influencing Constellium’s Financial Condition and Results from Operations
Economic, Geopolitical and General Market Conditions
We are directly impacted by the economic conditions that affect our customers and the markets in which they operate.
General economic and market conditions, such as the level of disposable income, the level of inflation, the rate of economic
growth, the rate of unemployment, the rapid development of technology, interest rates, exchange rates and currency devaluation
or revaluation, influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for
our products in terms of total volumes and prices that can be charged. We attempt to respond to the variability of economic
conditions through the terms of our contracts with our customers as well as cost control.
During the nine months ended September 30, 2026, we continued to monitor geopolitical and economic instability, globally.
During the third quarter of 2026, there was continued uncertainty related to tariffs and trade conditions, and their short and
long-term impacts on the Company. We are monitoring the potential impacts of the recent developments in tariff
announcements during the third quarter related to Section 338 of the Tariff Act of 1930 (“Section 338 Tariffs”). Under recent
proclamations, Section 338 Tariffs apply to certain aluminum products imported from Canada, including extrusions, which also
remain subject to tariffs previously imposed under Section 232 of the Trade Expansion Act of 1962 (“Section 232 Tariffs”).
The effect of the combined tariffs on extruded products will drive up overall tariff costs. Global and regional economies
continue to be impacted by armed conflicts, sanctions, and volatility. In particular, ongoing geopolitical tensions and military
conflicts in the Middle East, including the ongoing conflict involving the United States, Israel and Iran, have caused, and may
continue to result in, higher fuel and energy prices. While it is difficult to predict the impact of these events, we continuously
monitor them and will develop contingency plans and countermeasures as necessary to seek to address adverse effects or
disruptions to our operations as they arise.
Although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and the secular
growth trends we are experiencing in many of our end-markets will help the Company weather these economic cycles. In our
three principal end-markets of aerospace, packaging and automotive:
•Aerospace demand has improved. The destocking of aluminum products in the supply chain also continues to ease. We
believe that the long-term trends of increased passenger air traffic and fleet replacements with newer and more fuel
efficient aircraft, along with new military and space programs, will help support favorable long-term demand
conditions.
•Historically, demand for aluminum can packaging has been fairly resilient during various economic cycles. We believe
canstock has an attractive long-term growth outlook driven in part by increased consumer preference for aluminum
beverage cans as a packaging material of choice.
•Automotive vehicle sales tend to fluctuate with the general economic cycle and in recent years have also been
impacted by global supply chain disruptions, the tariff and trade environment, affordability, customer offerings and
consumer preference. However, aluminum demand has increased in recent years, driven by the vehicle lightweighting
trend to improve energy efficiency, reduce emissions and enhance vehicle safety, which has resulted in more
aluminum usage for new car models. We expect the lightweighting trend to continue in the future.
-28-
Product Price and Margin
Our products are typically priced based on three components: (i) the LME price, (ii) a regional premium and
(iii) a conversion margin.
Aluminum Prices
The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium
for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional
premiums can be volatile. Our business model aims to pass through primary aluminum price exposure by pricing our products
to include the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price
neutrality.
Aluminum prices have risen sharply since 2025, especially in the U.S. following the Section 232 Tariffs. The average
LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the three and nine months
ended September 30, 2026 and 2025 are presented below.
Three months ended September 30, | Nine months ended September 30, | Percent changes QTD | Percent changes YTD | |||||||||
(U.S. dollars per ton) | 2026 | 2025 | 2026 | 2025 | 2026 vs 2025 | 2026 vs 2025 | ||||||
Average LME transaction price | 3,226 | 2,618 | 3,328 | 2,566 | 23% | 30% | ||||||
Average Midwest premium | 2,418 | 1,566 | 2,409 | 1,095 | 54% | 120% | ||||||
Average all-in aluminum price U.S. | 5,644 | 4,184 | 5,737 | 3,661 | 35% | 57% | ||||||
Average LME transaction price | 3,226 | 2,618 | 3,328 | 2,566 | 23% | 30% | ||||||
Average Rotterdam premium | 510 | 212 | 494 | 233 | 141% | 112% | ||||||
Average all-in aluminum price Europe | 3,736 | 2,830 | 3,822 | 2,799 | 32% | 37% | ||||||
We purchase large amounts of scrap aluminum to manufacture some of our products as part of our commitment to
sustainability and circular resource use. Utilizing recycled aluminum supports the reduction of our reliance on primary
aluminum production and usually provides economic benefits, as scrap aluminum trades at a discount to the market price of
primary aluminum (i.e. LME plus regional premiums). The difference between the price of primary aluminum and the price of
scrap aluminum is referred to as the “scrap spread.” The scrap spread depends on regional scrap aluminum supply and overall
market demand. If, for example, the scrap spread widens and the price of primary aluminum remains static, this could have a
favorable impact on our Company's results, while the converse could lead to an unfavorable impact. In addition, many other
factors, such as the price of primary aluminum, types of scrap aluminum we purchase, effectiveness and timing of our scrap
purchase activities, and productivity of our recycling operations, could have impacts on the Company’s results.
Volumes
The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production
volumes will generally result in lower per unit costs due to the fixed cost structure of our operations. Higher volumes sold will
generally result in additional revenue and associated profitability. Demand trends across key sectors - aerospace, packaging and
automotive - contribute to our production planning. Seasonal fluctuations and macroeconomic conditions are important factors
in volume variability.
Personnel Costs
Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as
costs related to temporary labor. During our seasonal peaks and the summer months, we have historically increased our
temporary workforce to compensate for increased volume of activity and vacation schedules. Personnel costs generally increase
and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher
inflation.
-29-
Energy
Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The magnitude of energy
costs depends on the energy supply and demand relationships in the regions we operate in and broader macroeconomic and
geopolitical factors. We purchase energy from the natural gas and electricity markets and typically secure a large part of our
needs pursuant to fixed-price commitments. To reduce the risks associated with our natural gas and electricity requirements, we
primarily use forward contracts with our energy suppliers, and to a lesser extent, derivative financial instruments with financial
institutions, to fix the commodity component of the energy costs. Furthermore, in some of our longer-term sales contracts, we
include indexation clauses on energy prices. From time to time, we may experience fluctuations in energy costs in the periods
of higher volatility.
Currency
We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,
Slovakia, Spain, Mexico and Canada. As such, we are exposed to transaction and translation impacts.
Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a
result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year
sales agreements in U.S. dollars by euro-functional currency entities, we have typically entered into derivative contracts to
forward sell U.S. dollars to match these future sales. With the exception of certain derivative instruments entered into to hedge
the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated
for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions. The mark-to-market impact
associated with these transactions is therefore recorded in Other Gains and Losses - net.
Translation impacts result from the translation at each period of the results of functional currency entities other than U.S.
dollars into our reporting currency, the U.S. dollar.
Results of Operations for the three and nine months ended September 30, 2026 and 2025
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
Revenue | 2,639 | 100% | 2,166 | 100% | 7,848 | 100% | 6,248 | 100% | ||||||||
Cost of sales (excluding depreciation and amortization) | (2,272) | 86% | (1,852) | 86% | (6,581) | 84% | (5,408) | 87% | ||||||||
Depreciation and amortization | (82) | 3% | (84) | 4% | (249) | 3% | (244) | 4% | ||||||||
Selling and administrative expenses | (84) | 3% | (85) | 4% | (282) | 4% | (251) | 4% | ||||||||
Research and development expenses | (12) | —% | (12) | 1% | (39) | —% | (37) | 1% | ||||||||
Other gains and losses – net | (2) | —% | 20 | 1% | 32 | —% | 19 | —% | ||||||||
Finance costs – net | (27) | 1% | (27) | 1% | (83) | 1% | (83) | 1% | ||||||||
Income before tax | 160 | 6% | 126 | 6% | 646 | 8% | 244 | 4% | ||||||||
Income tax expense | (41) | 2% | (38) | 2% | (183) | 2% | (82) | 1% | ||||||||
Net income | 119 | 5% | 88 | 4% | 463 | 6% | 162 | 3% | ||||||||
Shipment volumes (in kt) | 368 | n/a | 373 | n/a | 1,120 | n/a | 1,130 | n/a | ||||||||
Revenue
For the three months ended September 30, 2026, Revenue increased 22% to $2,639 million from $2,166 million for the
three months ended September 30, 2025. The increase reflected higher revenue per ton, including higher metal prices, partially
offset by lower shipments.
For the three months ended September 30, 2026, sales volumes decreased 1% to 368 kt from 373 kt for the three months
ended September 30, 2025. The decrease reflected a 3% decrease in volumes for P&ARP and a 4% decrease in volumes for
AS&I, partially offset by a 18% increase in volumes for A&T.
-30-
For the nine months ended September 30, 2026, Revenue increased 26% to $7,848 million from $6,248 million for the
nine months ended September 30, 2025. The increase reflected higher revenue per ton, including higher metal prices, partially
offset by lower shipments.
For the nine months ended September 30, 2026, sales volumes decreased 1% to 1,120 kt from 1,130 kt for the nine
months ended September 30, 2025. The decrease reflected a 3% decrease in volumes for P&ARP and a 3% decrease in volumes
for AS&I, partially offset by a 19% increase in volumes for A&T.
Our revenue is discussed in more detail in the “Segment Results” section.
Cost of Sales
For the three months ended September 30, 2026, Cost of sales increased 23% to $2,272 million from $1,852 million for
the three months ended September 30, 2025. The increase was primarily driven by an increase in raw materials and
consumables primarily as a result of higher metal prices.
For the nine months ended September 30, 2026, Cost of sales increased 22% to $6,581 million from $5,408 million for
the nine months ended September 30, 2025. The increase was primarily driven by an increase in raw materials and consumables
primarily as a result of higher metal prices.
Selling and Administrative Expenses
For the three months ended September 30, 2026, Selling and administrative expenses decreased 1% to $84 million from
$85 million for the three months ended September 30, 2025. The decrease was primarily driven by a decrease in labor costs.
For the nine months ended September 30, 2026, Selling and administrative expenses increased 12% to $282 million from
$251 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase in labor costs
and costs associated with corporate transformation projects.
Research and Development Expenses
For the three months ended September 30, 2026, Research and development expenses were stable at $12 million
compared to the three months ended September 30, 2025.
For the nine months ended September 30, 2026, Research and development expenses increased 5% to $39 million from
$37 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase in labor costs.
Other Gains and Losses, net
The following table provides an analysis of realized and unrealized gains and losses by nature of exposure:
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
Realized (losses) / gains on foreign currency derivatives - net | (3) | 6 | (3) | 6 | ||||
Realized gains / (losses) on commodities derivatives - net | — | 4 | 104 | (15) | ||||
Realized (losses) / gains on derivatives | (3) | 10 | 101 | (9) | ||||
Unrealized (losses) / gains on foreign currency derivatives - net | (5) | (6) | (19) | 32 | ||||
Unrealized gains / (losses) on commodities derivatives - net | 10 | 19 | (36) | 2 | ||||
Unrealized gains / (losses) on derivatives at fair value through profit and loss - net | 5 | 13 | (55) | 34 | ||||
-31-
Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity
transactions. Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the
commercial and commodity transactions accounted for in Revenue and Cost of sales.
Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted and/or committed
commercial and commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these
derivatives are recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted and/
or committed transactions which are not yet accounted for.
Changes in realized gains / (losses) on derivatives for the three months ended September 30, 2026 as compared to the
three months ended September 30, 2025 primarily reflected the fluctuation in foreign exchange. Changes in unrealized gains /
(losses) on derivatives for the three months ended September 30, 2026 as compared to the three months ended September 30,
2025 primarily reflected the fluctuation in commodity and energy prices.
Changes in realized gains / (losses) on derivatives for the nine months ended September 30, 2026 as compared to the nine
months ended September 30, 2025 primarily reflected the fluctuation in commodity and energy prices. Changes in unrealized
gains / (losses) on derivatives for the nine months ended September 30, 2026 as compared to the nine months ended September
30, 2025 reflected the fluctuation in foreign exchange and commodity and energy prices.
Other Gains and Losses, net are further discussed in Note 4 to the unaudited interim condensed consolidated financial
statements.
Finance Costs, net
For the three months ended September 30, 2026, Finance costs, net were stable at $27 million compared the three months
ended September 30, 2025.
For the nine months ended September 30, 2026, Finance costs, net were stable at $83 million compared to the nine
months ended September 30, 2025.
Income Tax
For the three months ended September 30, 2026 and 2025, Income tax was an expense of $41 million and $38 million,
respectively. For the nine months ended September 30, 2026 and 2025, Income tax was an expense of $183 million and $82
million, respectively. Our effective tax rate was 25.6% and 30.2% of income before tax for the three months ended September
30, 2026 and 2025, respectively. Our effective tax rate was 28.3% and 33.8% of income before tax for the nine months ended
September 30, 2026 and 2025, respectively.
The differences between the statutory tax rate of 25.8% and the effective tax rate for the three and nine months ended
September 30, 2026 and 2025 include estimates of the 2026 and 2025 surtaxes in France and the Base Erosion Anti-Abuse Tax
in the United States, and is impacted by the geographical mix of the income before tax results and the effects of certain
jurisdictions where a full valuation allowance is recorded.
-32-
Segment Results
Segment Revenue
The following table sets forth the revenue for our three operating segments for the periods presented:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
A&T | 664 | 25% | 481 | 22% | 1,954 | 25% | 1,441 | 23% | ||||||||
P&ARP | 1,625 | 62% | 1,307 | 60% | 4,782 | 61% | 3,729 | 60% | ||||||||
AS&I | 402 | 15% | 409 | 19% | 1,275 | 16% | 1,211 | 19% | ||||||||
H&C (1) | 2 | —% | 1 | —% | 6 | —% | 3 | —% | ||||||||
Inter-segment eliminations | (55) | n.m | (32) | n.m | (169) | n.m | (136) | n.m | ||||||||
Total revenue | 2,639 | 100% | 2,166 | 100% | 7,848 | 100% | 6,248 | 100% | ||||||||
n.m. not meaningful
(1)Holdings and Corporate primarily reflects incidental revenues.
The following table sets forth the shipments for our three operating segments for the periods presented:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in kt and as a % of shipments) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
A&T | 59 | 16% | 50 | 13% | 184 | 16% | 154 | 14% | ||||||||
P&ARP | 266 | 72% | 275 | 74% | 793 | 71% | 820 | 73% | ||||||||
AS&I | 46 | 13% | 48 | 13% | 151 | 14% | 155 | 14% | ||||||||
Inter-segment eliminations | (3) | n.m | — | n.m | (9) | n.m | (1) | n.m | ||||||||
Total shipments | 368 | 100% | 373 | 100% | 1,120 | 100% | 1,130 | 100% | ||||||||
n.m. not meaningful
A&T
For the three months ended September 30, 2026, revenue in our A&T segment increased 38% to $664 million from $481
million for the three months ended September 30, 2025, reflecting higher shipments and higher revenue per ton, including
higher metal prices. A&T shipments were up 18%, or 9 kt, due to higher Aerospace and Transportation, Industry and Defense
rolled products shipments, which benefited from an improved market environment.
For the nine months ended September 30, 2026, revenue in our A&T segment increased 36% to $1,954 million from
$1,441 million for the nine months ended September 30, 2025, reflecting higher shipments and higher revenue per ton,
including higher metal prices. A&T shipments were up 19%, or 30 kt, due to higher Aerospace and Transportation, Industry
and Defense rolled products shipments, which benefited from an improved market environment as well as supply shortages of
automotive rolled products in North America.
P&ARP
For the three months ended September 30, 2026, revenue in our P&ARP segment increased 24% to $1,625 million from
$1,307 million for the three months ended September 30, 2025, reflecting higher revenue per ton, including higher metal prices,
partially offset by lower shipments. P&ARP shipments were down 3% or 9 kt compared to the three months ended September
30, 2025, due to lower Packaging rolled products shipments, partially offset by higher Automotive rolled products shipments,
which benefited from supply shortages in North America.
For the nine months ended September 30, 2026, revenue in our P&ARP segment increased 28% to $4,782 million from
$3,729 million for the nine months ended September 30, 2025, reflecting higher revenue per ton, including higher metal prices,
partially offset by lower shipments. P&ARP shipments were down 3% or 27 kt, due to lower Packaging rolled products
shipments, partially offset by higher Automotive rolled products shipments, which benefited from supply shortages in North
America.
-33-
AS&I
For the three months ended September 30, 2026, revenue in our AS&I segment decreased 2% to $402 million from $409
million for the three months ended September 30, 2025, primarily reflecting lower shipments, partially offset by higher revenue
per ton, including higher metal prices. AS&I shipments were down 4% or 2 kt, due to lower Automotive and Other extruded
products shipments.
For the nine months ended September 30, 2026, revenue in our AS&I segment increased 5% to $1,275 million from
$1,211 million for the nine months ended September 30, 2025, reflecting higher revenue per ton, including higher metal prices,
partially offset by lower shipments. AS&I shipments were down 3%, or 4 kt, due to lower Automotive and Other extruded
products shipments.
Segment Adjusted EBITDA
In considering the financial performance of the business, we analyze the primary financial performance measure of
Segment Adjusted EBITDA in all of our business segments. Our Chief Operating Decision Maker, as defined under Accounting
Standards Codification (ASC) Topic 280 - Segment reporting measures the profitability and financial performance of our
operating segments based on Segment Adjusted EBITDA.
Segment Adjusted EBITDA is defined as income from continuing operations before income taxes, results from joint
ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,
impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not
qualify for hedge accounting, metal price lag (as defined in footnote (B) to the table included in Note 3.2), share-based
compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring
arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and
separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.
The reconciliation of Segment Adjusted EBITDA is disclosed in Note 3 to the unaudited interim consolidated condensed
financial statements.
The following table sets forth the Segment Adjusted EBITDA for our reportable segments for the periods presented:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
A&T | 102 | 15% | 90 | 19% | 340 | 17% | 256 | 18% | ||||||||
P&ARP | 162 | 10% | 82 | 6% | 478 | 10% | 217 | 6% | ||||||||
AS&I | 21 | 5% | 33 | 8% | 71 | 6% | 67 | 6% | ||||||||
The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three
reportable segments:
(in millions of U.S. dollars) | A&T | P&ARP | AS&I | |||
Segment Adjusted EBITDA for the three months ended September 30, 2025 | 90 | 82 | 33 | |||
Volume | 34 | (7) | (6) | |||
Price and product mix | 20 | 18 | (23) | |||
Costs | (40) | 70 | 18 | |||
Foreign exchange and other | (2) | (1) | (1) | |||
Segment Adjusted EBITDA for the three months ended September 30, 2026 | 102 | 162 | 21 | |||
-34-
(in millions of U.S. dollars) | A&T | P&ARP | AS&I | |||
Segment Adjusted EBITDA for the nine months ended September 30, 2025 | 256 | 217 | 67 | |||
Volume | 106 | (18) | (10) | |||
Price and product mix | 35 | 64 | (31) | |||
Costs | (64) | 208 | 42 | |||
Foreign exchange and other | 7 | 7 | 3 | |||
Segment Adjusted EBITDA for the nine months ended September 30, 2026 | 340 | 478 | 71 |
A&T
For the three months ended September 30, 2026, Adjusted EBITDA in our A&T segment increased 13% to $102 million
from $90 million for the three months ended September 30, 2025, primarily as a result of higher volumes and favorable price
and mix, partially offset by higher operating costs. For the three months ended September 30, 2026, Adjusted EBITDA per
metric ton decreased by 4% to $1,724 per ton from $1,796 per ton for the three months ended September 30, 2025.
For the nine months ended September 30, 2026, Adjusted EBITDA in our A&T segment increased 33% to $340 million
from $256 million for the nine months ended September 30, 2025, primarily as a result of higher volumes, favorable price and
mix and favorable impact from foreign exchange translation, partially offset by higher operating costs. For the nine months
ended September 30, 2026, Adjusted EBITDA per ton increased 11% to $1,845 per ton from $1,662 per ton for the nine months
ended September 30, 2025.
P&ARP
For the three months ended September 30, 2026, Adjusted EBITDA in our P&ARP segment increased 98% to
$162 million from $82 million for the three months ended September 30, 2025, primarily as a result of favorable metal costs
and favorable price and mix, partially offset by lower volumes. For the three months ended September 30, 2026, Adjusted
EBITDA per metric ton increased by 104% to $608 per ton from $298 per ton for the three months ended September 30, 2025.
For the nine months ended September 30, 2026, Adjusted EBITDA in our P&ARP segment increased 120% to
$478 million from $217 million for the nine months ended September 30, 2025, primarily as a result of favorable metal costs,
favorable price and mix and favorable impact from foreign exchange translation, partially offset by lower volumes. For the nine
months ended September 30, 2026, Adjusted EBITDA per ton increased 128% to $603 per ton from $265 per ton for the nine
months ended September 30, 2025.
AS&I
For the three months ended September 30, 2026, Adjusted EBITDA in our AS&I segment decreased 36% to $21 million
from $33 million for the three months ended September 30, 2025, primarily as a result of lower volumes and unfavorable price
and mix primarily driven by a net customer compensation for underperformance of an automotive program received in the third
quarter of 2025, partially offset by lower operating costs. For the three months ended September 30, 2026, Adjusted EBITDA
per ton decreased 34% to $454 per ton from $683 per ton for the three months ended September 30, 2025.
For the nine months ended September 30, 2026, Adjusted EBITDA in our AS&I segment increased by 6% to $71 million
from $67 million for the nine months ended September 30, 2025, primarily as a result of lower operating costs, partially offset
lower volumes and unfavorable price and mix primarily driven by a net customer compensation for underperformance of an
automotive program received in the third quarter of 2025. For the nine months ended September 30, 2026, Adjusted EBITDA
per metric ton increased by 9% to $470 per ton from $431 per ton for the nine months ended September 30, 2025.
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Liquidity and Capital Resources
Our primary requirements for liquidity and capital resources, besides our growth initiatives, are working capital, capital
expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these
cash requirements have been met through cash provided by operating activities and cash and cash equivalents, as well as
strategic financing arrangements. At September 30, 2026, the Company was not party to any off-balance sheet arrangements
that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations,
liquidity, capital expenditures, or capital resources. Our primary sources of cash flow have historically been cash flows from
operating activities and funding or borrowings from external parties.
Based on our current and anticipated levels of operations and the conditions in our markets and industry, we believe that
our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability
under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service
and other funding requirements for the short-term and long-term.
It is our policy to hedge all highly probable or committed foreign currency operating cash flows. As we have significant
third party future receivables denominated in U.S. dollars, we generally enter into combinations of forward contracts with
financial institutions, selling forward U.S. dollars against euros.
When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum sales,
it is also our policy to enter into derivative financial instruments to pass through the exposure to metal price fluctuations to
financial institutions.
As the U.S. dollar depreciates (appreciates) against the euro or the LME price for aluminum increases (decreases), the
derivative contracts related to transactional hedging entered into with financial institution counterparties will have a positive
(negative) mark-to-market.
In addition, we borrow in a combination of U.S. dollars and euros. When the external currency mix of our debt does not
match the mix of our assets, we use foreign currency derivatives to balance the risk.
Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed
contractual limit. In order to protect the Group from the potential margin calls for significant market movements, we maintain
additional cash or availability under our various borrowing facilities, we enter into derivatives with a large number of financial
counterparties and we monitor potential margin requirements on a daily basis for adverse movements in the U.S. dollar against
the euro and in aluminum prices. There were no margin calls at September 30, 2026 and December 31, 2025.
At September 30, 2026, we had $992 million of total liquidity, comprised of $158 million in cash and cash equivalents,
$541 million of availability under our Pan-U.S. ABL facility, $179 million of availability under our factoring arrangements and
$114 million of availability under our committed asset-based facility for our French subsidiaries.
Factored receivables under non-recourse arrangements were $417 million and $430 million at September 30, 2026 and
December 31, 2025, respectively.
Cash Flows
The following table summarizes our cash flows from / (used in) operating, investing and financing activities for the nine
months ended September 30, 2026 and 2025:
Nine months ended September 30, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Net Cash Flows from / (used in) | ||||
Operating activities | 420 | 271 | ||
Investing activities | (195) | (200) | ||
Financing activities | (184) | (103) | ||
Net increase / (decrease) in cash and cash equivalents, excluding the effect of exchange rate changes | 41 | (32) | ||
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Net Cash Flows from Operating Activities
For the nine months ended September 30, 2026, net cash flows from operating activities were $420 million, a
$149 million increase from $271 million in the nine months ended September 30, 2025. This change primarily reflects a
$476 million increase in cash flows from operating activities before working capital and a $327 million decrease in cash flows
from working capital usage.
For the nine months ended September 30, 2026, changes in working capital were attributable to (i) an increase in
inventory of $527 million, primarily driven by higher ending metal prices and higher activity levels; (ii) an increase in trade
receivables of $267 million primarily driven by higher ending metal prices and higher activity levels; and (iii) an increase in
trade payables of $310 million, primarily driven by higher ending metal prices and higher metal purchases due to higher activity
levels.
For the nine months ended September 30, 2025, changes in working capital were attributable to (i) an increase in
inventory of $109 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $280 million
primarily driven by higher activity levels and higher ending metal prices; and (iii) an increase in trade payables of $221 million,
primarily driven by higher metal purchases due to higher activity levels and higher ending metal prices.
Net Cash Flows used in Investing Activities
For the nine months ended September 30, 2026 and 2025, net cash flows used in investing activities were $195 million
and $200 million, respectively. Capital expenditures, net of Property, Plant and Equipment inflows were $197 million and $203
million, respectively, and related primarily to maintenance and investments in our manufacturing facilities.
Capital expenditures by segment are detailed in Note 3.3 of our unaudited interim condensed consolidated financial
statements.
Net Cash Flows used in Financing Activities
For the nine months ended September 30, 2026, net cash flows used in financing activities were $184 million, primarily
reflecting repayment of long-term debt and share repurchases. During the nine months ended September 30, 2026, Constellium
redeemed $100 million of the $325 million outstanding aggregate principal amount of its 5.625% Senior Notes due June 2028
and repurchased 2.8 million ordinary shares of the Company for $78 million.
For the nine months ended September 30, 2025, net cash flows used in financing activities were $103 million, primarily
reflecting share repurchases, additional borrowings under the Pan-U.S. ABL facility as well as realized foreign exchange losses
on net debt hedging instruments due to the weakening of the U.S. dollar. During the nine months ended September 30, 2025,
Constellium repurchased 6.5 million ordinary shares of the Company for $75 million.
Contractual obligations
Except as otherwise disclosed in this Quarterly Report, there have been no changes in our material short-term and long-
term contractual cash obligations other than in the ordinary course of business since December 31, 2025. See Note 12,
Note 15.4, Note 20 and Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K for the
year ended December 31, 2025.
Principal Accounting Policies, Critical Accounting Estimates and Key Judgments
Our principal accounting policies are set out in Note 1 to our audited consolidated financial statements in our Annual
Report on Form 10-K for the year ended December 31, 2025. New standards and interpretations not yet adopted are set out in
Note 1 to the unaudited interim condensed consolidated financial statements, which appear elsewhere in this Quarterly Report.
The preparation of our consolidated financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. These judgments, estimates and assumptions are based on management’s best
knowledge of the relevant facts and circumstances, giving consideration to previous experience. However, actual results may
differ from the amounts included in the Consolidated Financial Statements. Key sources of estimation uncertainty that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
include the items presented in Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of
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Operations - Principal Accounting Policies, Critical Accounting Estimates and Key Judgments” of our Annual Report on
Form 10-K for the year ended December 31, 2025. The Company continuously reviews its significant assumptions and
estimates in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential
direct and indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will
materialize or that actual results will not differ materially from estimates. There have been no material changes in our critical
accounting estimates since December 31, 2025.
Recently Issued Accounting Standards
See Note 1- Basis of Presentation and Recent Accounting Pronouncements to our accompanying unaudited interim
condensed consolidated financial statements for a full description of recent accounting pronouncements, if applicable, including
the respective expected dates of adoption and expected effects on results of operations and financial condition.
Non-GAAP measures
Adjusted EBITDA is not a measure defined by GAAP. We believe the most directly comparable GAAP measure to
Adjusted EBITDA is our net income or loss for the relevant period.
Adjusted EBITDA is defined as income/(loss) from continuing operations before income taxes, results from joint
ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,
impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not
qualify for hedge accounting, share-based compensation expense, non-operating gains / (losses) on pension and other post-
employment benefits, factoring expenses, effects of certain purchase accounting adjustments, start-up and development costs or
acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring
items.
We believe Adjusted EBITDA, as defined above, is useful to investors as it illustrates the underlying performance of
continuing operations by excluding certain non-recurring and non-operating items. Similar concepts of adjusted EBITDA are
frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in
comparison, to other companies, many of which present an adjusted EBITDA-related performance measure when reporting
their results.
Adjusted EBITDA has limitations as an analytical tool. It is not a measure defined by GAAP and therefore does not
purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from
operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used
by other companies. As a result, you should not consider Adjusted EBITDA in isolation from, or as a substitute analysis for, our
results prepared in accordance with GAAP.
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The following table reconciles our net income to our Adjusted EBITDA:
Three months ended September 30, | Nine months ended September 30, | |||||||
(in millions of U.S. dollars) | 2026 | 2025 | 2026 | 2025 | ||||
Net income | 119 | 88 | 463 | 162 | ||||
Income tax expense | 41 | 38 | 183 | 82 | ||||
Finance costs – net | 27 | 27 | 83 | 83 | ||||
Expenses on factoring arrangements | 6 | 5 | 15 | 16 | ||||
Depreciation and amortization | 82 | 84 | 249 | 244 | ||||
Impairment of assets | — | — | 3 | — | ||||
Restructuring costs | — | 1 | 5 | 3 | ||||
Unrealized gains / (losses) on derivatives | (5) | (13) | 55 | (34) | ||||
Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | — | (1) | (1) | (1) | ||||
Pension and other post-employment benefits - non- operating gains | (3) | (3) | (10) | (10) | ||||
Share based compensation | 8 | 7 | 27 | 20 | ||||
Losses on disposal | — | — | 1 | 1 | ||||
Other (A) | 1 | 2 | 1 | — | ||||
Adjusted EBITDA1 | 276 | 235 | 1,074 | 566 | ||||
of which Metal price lag (B) | (4) | 39 | 222 | 59 | ||||
1Adjusted EBITDA includes the non-cash impact of metal price lag
_______________
(A)For the nine months ended September 30, 2025, Other mainly includes $9 million of insurance proceeds and $8 million of clean-up
costs related to the flooding of our facilities in Valais (Switzerland).
(B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's
Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial
impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s
manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market
price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the
period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In addition to the risks inherent in our operations, we are exposed to a variety market risks (including foreign currency
exchange, interest rate and commodity price risk). Our exposure to market risk has not changed materially since December 31,
2025. Further information can be found in Item 7A. and Note 16 to our audited consolidated financial statements in our Annual
Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, at the end of
the period covered by this Quarterly Report, and they have concluded that these controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the third quarter of 2026 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended
December 31, 2025, for information concerning material legal proceedings with respect to the Company. There have been no
material developments since December 31, 2025.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A. of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides certain information with respect to our share purchases during the quarter ended September
30, 2026.
Period | Total number of shares purchased | Average price paid per share (in U.S. dollars) | Total number of shares purchased as part of publicly announced plans or programs(1) | Maximum approximate dollar value of shares that may yet be purchased under the program(2) | ||||
July 1 - July 31, 2026 | 515,106 | 29.12 | 515,106 | 272,000,049 | ||||
August 1 - August 31, 2026 | 529,335 | 28.34 | 529,335 | 257,000,065 | ||||
September 1 - September 30, 2026 | — | — | — | 257,000,065 | ||||
Total | 1,044,441 | 1,044,441 | 257,000,065 |
(1)On March 12, 2026, the Company announced that the Board of Directors authorized a new share repurchase program of up to
$300 million of the Company’s outstanding ordinary shares, which is effective as of the Company’s 2026 Annual General Meeting of
Shareholders held on May 21, 2026, and will expire on December 31, 2028. The new share repurchase program replaces and supersedes
the previous share repurchase program authorized by the Board of Directors on February 21, 2024 and which was set to expire on
December 31, 2026, of which $72 million remained.
(2)At September 30, 2026, approximately $257 million remains under the Company’s current share repurchase program. More information
about our share repurchase program is available in Part II, Item 5. “Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities - Purchases of Equity Securities by the Issuer and Affiliated Purchasers” of our
Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under
the Exchange Act) adopted terminated
each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit | Description |
3.1 | Articles of Association of Constellium SE dated September 17, 2026** |
10.1 | Amendment No. 8 to Amended and Restated Credit Agreement, by and among Constellium Muscle Shoals LLC, Constellium Rolled Products Ravenswood, LLC, Constellium Bowling Green LLC, Constellium Holdings Muscle Shoals LLC, Constellium US Holdings I, LLC, Constellium US Intermediate Holdings LLC, the lenders signatory thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, dated as of October 22, 2026** |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
32.1 | Certification by Chief Executive Officer of Constellium SE, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
32.2 | Certification by Chief Financial Officer of Constellium SE, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
101.INS | Inline XBRL Instance Document** |
101.SCH | Inline XBRL Taxonomy Extension Schema Document** |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)** |
________________________
* Furnished herewith.
** Filed herewith.
† Indicates a management contract or compensatory plan.
-41-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Constellium SE | |||
Date: | October 28, 2026 | By: | /s/ Ingrid Joerg |
Name: Ingrid Joerg | |||
Title: Chief Executive Officer and Director | |||
Date: | October 28, 2026 | By: | /s/ Jack Guo |
Name: Jack Guo | |||
Title: Executive Vice President & Chief Financial Officer |