[144] Huron Consulting Group Inc. SEC Filing

Rhea-AI Filing Summary

Alcoa Corporation (NYSE: AA) has completed the divestiture of its entire 25.1% equity interest in the Ma’aden bauxite-alumina-aluminum joint venture. Under the binding share purchase and subscription agreement announced in an 8-K filing dated July 1, 2025, Alcoa transferred its stake directly to partner Saudi Arabian Mining Company (Ma’aden).

The consideration totals approximately US$1.35 billion, comprised of 86 million Ma’aden shares valued at ~US$1.2 billion plus US$150 million in cash earmarked mainly for taxes and transaction costs. Management expects to recognize a pre-tax gain of roughly US$780 million in “Other income” during 3Q 2025.

Deal mechanics impose a minimum three-year holding period on the Ma’aden shares, after which Alcoa may dispose of one-third of the shares on each of the third, fourth, and fifth anniversaries of closing. The company may hedge or borrow against the shares during the lock-up, and certain contractual conditions could shorten the holding requirement.

Strategically, the transaction converts an illiquid minority JV position into a marketable equity stake and cash, unlocking capital while preserving indirect exposure to Middle-East aluminum production. The sizable expected gain should bolster third-quarter earnings and strengthen the balance sheet, though value realization ultimately depends on Ma’aden’s share performance and regional market conditions.

Positive

• US$1.35 billion total consideration unlocks value from a non-core asset.
• Expected US$780 million gain will enhance Q3 2025 earnings and equity.
• Cash component covers taxes/fees without tapping operating cash flow.
• Ability to hedge or leverage Ma’aden shares provides financial flexibility.

Negative

• Three-year lock-up limits immediate monetization of Ma’aden shares.
• Alcoa assumes equity price risk on Ma’aden stock during holding period.
• Transaction incurs taxes and costs that reduce net cash benefit.

Insights

M&A Specialist

TL;DR—US$1.35 bn asset monetization, US$780 m gain, staged exit over 3-5 yrs; net positive liquidity event.

The sale crystallizes value from a non-controlling JV stake at an attractive multiple. Receiving listed Ma’aden shares plus cash increases capital flexibility compared with keeping the JV interest. Although the three-year lock-up tempers immediate liquidity, Alcoa retains optionality via hedging and borrowing rights, mitigating price risk. The gain improves ROIC metrics and offers potential debt pay-down or shareholder returns. Overall, the structure is accretive and strategically simplifies the portfolio.

Securities Analyst

TL;DR—Transaction boosts 3Q25 earnings but introduces mark-to-market volatility on Ma’aden shares.

The anticipated US$780 m gain will materially lift GAAP EPS in Q3, likely narrowing leverage ratios. However, required share retention exposes Alcoa to commodity and regional equity swings. Future distributions hinge on Ma’aden’s performance and market liquidity when tranches become sale-eligible. Investors should watch management’s hedging strategy to limit downside. Net impact skews positive given immediate balance-sheet enhancement and portfolio streamlining.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Merrill Lynch 225 Liberty Street Floor 37 New York NY 10281	1040	142209.60	17248034	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	04/01/2022	Vesting of restricted stock unit award	Huron Consulting Group Inc.			231	04/01/2022	Granted as part of issuer equity compensation plan
Common Stock	01/01/2023	Vesting of restricted stock unit award	Huron Consulting Group Inc.			809	01/01/2023	Granted as part of issuer equity compensation plan

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
EUGENE H LOCKHART 550 WEST VAN BUREN STREET CHICAGO IL 60607	Common Stock	05/01/2025	1042	139242.46
EUGENE H LOCKHART 550 WEST VAN BUREN STREET CHICAGO IL 60607	Common Stock	06/02/2025	1040	148896.80

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much did Alcoa (AA) receive from selling its Ma’aden JV stake?

Alcoa obtained approximately US$1.2 billion in Ma’aden shares plus US$150 million in cash, totaling about US$1.35 billion.

What financial impact will the sale have on Alcoa’s earnings?

The company expects to record a gain of roughly US$780 million in other income during the third quarter of 2025.

When can Alcoa sell the Ma’aden shares it received?

Alcoa must hold the shares for three years and can sell one-third after each of the third, fourth, and fifth anniversaries, subject to certain exceptions.

Can Alcoa hedge the Ma’aden shares during the holding period?

Yes. The agreement allows Alcoa to hedge or borrow against its Ma’aden shares under specified conditions.

Will the transaction affect Alcoa’s cash position immediately?

Apart from the US$150 million cash received, most value is in Ma’aden shares, so full cash realization depends on future share sales.