Constellium (NYSE: CSTM) unveils new $300M share repurchase plan through 2028

Rhea-AI Filing Summary

Constellium SE announced that its Board of Directors has authorized a new share repurchase program of up to $300 million of outstanding ordinary shares. The program will become effective after the 2026 Annual General Meeting on May 21, 2026 and run through December 31, 2028, replacing the program approved in February 2024.

The company may buy back shares for cash in open-market or privately negotiated transactions and can use Rule 10b5-1 plans, in line with U.S. securities rules and French corporate law. The Board is not required to repurchase any specific amount and may modify, suspend, extend, or terminate the program at any time. Management highlights this authorization as part of a balanced capital allocation strategy to return capital to shareholders. Constellium reports $8.4 billion of revenue in 2025.

Insights

Equity capital allocation analyst

Constellium adds a flexible $300M buyback through 2028, replacing its 2024 program.

Constellium has Board approval to repurchase up to $300 million of ordinary shares, effective after the May 21, 2026 AGM and expiring December 31, 2028. The authorization replaces the February 2024 program and aligns with a stated balanced capital allocation strategy.

The company can execute repurchases via open-market or privately negotiated trades and through Rule 10b5-1 plans, allowing systematic buying under predefined parameters. The Board retains discretion over timing, scale, and continuation of the program, with no minimum repurchase requirement.

Because repurchases depend on market conditions, capital alternatives, and ongoing shareholder approvals at future annual meetings, actual buyback activity remains uncertain. Investors can look to subsequent disclosures on completed repurchases and remaining authorization to gauge how aggressively Constellium uses this capacity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 12, 2026

Constellium SE

(Exact name of registrant as specified in its charter)

France

001-35931

98-0667516

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 East Lombard Street,

Suite 1710

Baltimore,

MD

21202

(Address of principal executive office (US))

(443)

420-7861

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares

CSTM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On March 12, 2026, Constellium SE (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) authorized a new share repurchase program of up to $300 million of the Company’s outstanding ordinary shares, which will be effective following the Company’s 2026 Annual General Meeting of Shareholders on May 21, 2026, and expire on December 31, 2028. The new share repurchase program will replace the current share repurchase program authorized by the Board of Directors in February 2024 .

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

 (d)  Exhibits

The following exhibits are furnished with this report on Form 8-K:

 

Exhibit No.						Description
99.1						Press Release by Constellium SE dated March 12, 2026
104						The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			CONSTELLIUM SE
			(Registrant)
March 12, 2026			By:			/s/ Jack Guo
			Name:			Jack Guo
			Title:			Chief Financial Officer

PRESS RELEASE Media Contacts Investor Relations Communications Jason Hershiser Delphine Dahan-Kocher Phone: +1 443 988-0600 Phone: +1 443 420 7860 investor-relations@constellium.com delphine.dahan-kocher@constellium.com 1 March 12, 2026 Constellium Board Authorizes a New $300 million Share Repurchase Program Expiring in December 2028 Paris – Constellium SE (NYSE: CSTM) announced today that the Board of Directors has authorized a new share repurchase program of up to $300 million of the Company's outstanding ordinary shares, which will become effective following the Company’s 2026 Annual General Meeting of Shareholders to be held on May 21, 2026, and will expire on December 31, 2028. The new share repurchase program will replace the current share repurchase program authorized by the Board of Directors in February 2024, and the Company retains the ability to repurchase shares under the current program until the new program takes effect. “I am excited to announce today that our Board has authorized a new share repurchase program of up to $300 million,” said Ingrid Joerg, Constellium’s Chief Executive Officer. “This new program will replace the existing program and allow us to continue returning capital to our shareholders as part of our balanced capital allocation strategy.” Under this new share repurchase program, the Company will be able to repurchase its own shares from time to time for cash in open market transactions or in privately-negotiated transactions, in accordance with applicable state and federal securities laws and in compliance with applicable provisions of French corporate law, and it will be able to make all or part of the purchases pursuant to Rule 10b5-1 plans. The timing and the amount of repurchases, if any, will be determined based on the Company's evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require the Company to acquire any dollar amount or number of Constellium’s ordinary shares and may be modified, suspended, extended or terminated by the Company's Board of Directors at any time without prior notice. To be able to execute the

2 share repurchase program in full, the Company will continue to seek shareholder approval each year at its Annual General Meetings. Forward-looking statements Certain statements contained in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release contains “forward-looking statements” with respect to our business, results of operations and financial condition, including, among others, statements regarding anticipated macroeconomic, end- market and industry environments, initiatives with respect to operational excellence, functional cost savings and structural cost reductions and their potential impact, and earnings guidance. You can identify forward-looking statements because they contain words such as, but not limited to, “anticipates,” “approximately,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “likely,” “may,” “plans,” “should,” “targets,” “will,” “would,” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties and are based on underlying assumptions that may prove incorrect. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; global or regional economic downturns or 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; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. About Constellium Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value-added aluminum products for a broad scope of markets and applications, including aerospace, packaging and automotive. Constellium generated $8.4 billion of revenue in 2025. www.constellium.com

FAQ

What did Constellium (CSTM) announce regarding share repurchases?

Constellium announced Board authorization for a new share repurchase program of up to $300 million of outstanding ordinary shares. The program will become effective after the 2026 Annual General Meeting and is intended to continue the company’s practice of returning capital to shareholders.

When will Constellium’s new $300 million share repurchase program start and end?

The new share repurchase program becomes effective after Constellium’s 2026 Annual General Meeting on May 21, 2026, and will expire on December 31, 2028. This three-year window defines when the company is authorized to buy back shares under this program.

How does Constellium’s new buyback program relate to its existing 2024 authorization?

The new authorization will replace the share repurchase program approved by Constellium’s Board in February 2024. The company can continue repurchasing shares under the current program until the new one takes effect following the 2026 Annual General Meeting of Shareholders.

Is Constellium required to repurchase the full $300 million of shares?

Constellium is not required to buy any specific dollar amount or number of shares under the new program. Repurchases, if any, will depend on market conditions, capital allocation alternatives, and other factors, and the Board can change or end the program at any time.

What methods can Constellium use to execute its share repurchase program?

Constellium may repurchase shares for cash in open-market transactions or privately negotiated deals, consistent with U.S. securities laws and French corporate law. It may also use Rule 10b5-1 trading plans, which allow pre-arranged share purchases under predetermined conditions.

How large is Constellium’s business compared with the new buyback authorization?

Constellium reported $8.4 billion of revenue in 2025, illustrating a sizeable operating base. The new share repurchase authorization of up to $300 million sits alongside this scale as part of its stated balanced capital allocation strategy toward shareholders.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB