Century Aluminum Co

Geopolitical and trade · Government funding and budget changes

Our $500 million funding from the U.S. Department of Energy ('DOE') is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE. On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE's Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act ('Inflation Reduction Act') funding to build a new aluminum smelter in the United States.

Natural and catastrophic events · Pandemic and public health crises

Geopolitical uncertainty of any kind (including an outbreak or escalation of a regional conflict, such as the current situation in Ukraine or the hostilities in the Middle East), major public health issues (such as an outbreak of a pandemic or epidemic like COVID-19) or other unexpected events have the potential to negatively impact business confidence, potentially resulting in reduced global or regional demand for aluminum and increased price volatility.

Geopolitical and trade · Trade policies tariffs and sanctions

The United States currently imposes tariffs on the importation of aluminum pursuant to Section 232 of the Trade Expansion Act of 1962. While the Section 232 tariffs were not directly impacted by the U.S. Supreme Court's February 20, 2026, decision holding that the President does not have authority under the International Emergency Economic Powers Act (IEEPA) to impose tariffs, any change in U.S. tariff policy directly or indirectly impacting the Section 232 tariffs, or any other change to import duties in the United States, European Union or European Economic Area, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.

Natural and catastrophic events · Force majeure and business interruption

Future unpredictable events may adversely affect our ability to conduct business and may require substantial capital expenditures and operating expenses to remediate damage and restore operations at our production facilities. Although we maintain insurance to mitigate losses resulting from such events, our coverage may not be sufficient to cover all losses, may have high deductibles or may not cover certain events at all.

Economic and market conditions · Economic recession and downturns

A deterioration in global economic conditions or a regional or worldwide financial downturn may also adversely affect future demand and prices for aluminum. Geopolitical uncertainty of any kind (including an outbreak or escalation of a regional conflict, such as the current situation in Ukraine or the hostilities in the Middle East), major public health issues (such as an outbreak of a pandemic or epidemic like COVID-19) or other unexpected events have the potential to negatively impact business confidence, potentially resulting in reduced global or regional demand for aluminum and increased price volatility.

Geopolitical and trade · International conflicts and tensions

Geopolitical uncertainty of any kind (including an outbreak or escalation of a regional conflict, such as the current situation in Ukraine or the hostilities in the Middle East), major public health issues (such as an outbreak of a pandemic or epidemic like COVID-19) or other unexpected events have the potential to negatively impact business confidence, potentially resulting in reduced global or regional demand for aluminum and increased price volatility.

Supply chain and procurement · Raw material availability and cost volatility

Certain of our principal raw materials are commodities for which, at times, availability and pricing can be volatile due to a number of factors beyond our control, including general economic conditions, inflationary impacts, domestic and worldwide demand, labor costs, competition, weather conditions and other transportation delays, major force majeure events, pandemics, tariffs, sanctions and currency exchange rates.

Project and contract management · Project execution and delivery risks

From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. For instance, within the past several years, we have undertaken expansion projects at each of our Jamalco, Sebree, Grundartangi, Mt. Holly and Vlissingen facilities. Our ability to complete these projects and the timing and costs of doing so are subject to various risks, many of which are beyond our control.

Core operations · Operational disruption and business continuity

Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest, global pandemics, cyberattacks and other events. Operational malfunctions or interruptions at one or more of our facilities could result in substantial losses in our production capacity, personal injury or death, damage to our properties or the properties of others, monetary losses and potential legal liability.

Technology infrastructure · Technology systems and infrastructure failure

We depend on our information technology systems to manage significant aspects of our business including, without limitation, production process control, metal inventory management, shipping and receiving, and reporting financial and operational results. Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results.

Cybersecurity and data protection · Data breaches and cyber attacks

Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber-attacks, which include viruses, malware, and ransomware attacks. Cybersecurity incidents, in particular, are increasing in frequency and continue to evolve and become more sophisticated. Cyber security incidents may include, but are not limited to, attempts to gain unauthorized system access to install malicious software such as ransomware or malware, direct fraudulent payments to fictitious vendors, disrupt production process control and financial systems, and release of confidential or otherwise protected information and data.

Market and investment · Trading and market making activities

We engage in hedging transactions which involve risks that could have a material adverse effect on our business, financial position and liquidity. As a global producer of primary aluminum, our business is subject to risk of fluctuations in the market prices of primary aluminum, power and foreign currencies, among other things. Therefore, from time to time, we may seek to manage our exposure to these risks through entering into different types of hedging arrangements designed to reduce such risk exposure.

Capital structure and performance · Debt management and refinancing

As of December 31, 2025, we had an aggregate of approximately $548.3 million of outstanding debt (including $400.0 million aggregate principal amount of our 6.875% senior secured notes due 2032 (the '2032 Notes') and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the 'Convertible Notes')). Our ability to pay interest on and to repay or refinance our debt will depend upon our access to additional sources of liquidity and future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control.

International and currency · Foreign exchange and currency exposure

In addition, we may be exposed to global inflation and fluctuations in currency exchange rates. As a result, an increase in the value of foreign currencies relative to the U.S. dollar could increase the U.S. dollar cost of our operating expenses which are denominated and payable in those currencies.

Tax and financial reporting · Financial reporting and accounting standards

The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. We account for the Convertible Notes in accordance with U.S. Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options. The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.

Industry regulation · Safety and environmental regulations

We are subject to various foreign, federal and state laws and regulations that regulate the protection of the health and safety of our workers. Changes in existing laws, possible future laws and regulations or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures or impose restrictions on our operations.

Tax and financial reporting · Tax compliance and changes in tax law

Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an 'ownership change' under the Internal Revenue Code. As of December 31, 2025, we had federal net operating loss carryforwards of approximately $1,544.9 million which could offset future taxable income. Our ability to utilize our deferred tax assets to offset future federal taxable income may be significantly limited if we experience an 'ownership change' as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the 'Code').

Legal and litigation · Litigation and legal proceedings

We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties. The outcome of such matters is often difficult to assess or quantify and the cost to defend future legal proceedings may be significant. If decided adversely to us, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position, cash flows and results of operations.

Customer and revenue · Customer concentration and key customer dependence

We have historically derived substantially all of our consolidated net sales from a small number of customers. For the year ended December 31, 2025, we derived approximately 54.0% of our consolidated net sales from Glencore and we currently have agreements in place to sell a substantial portion of our 2026 production to Glencore.

Strategic execution · Joint venture and partnership risks

There is no assurance that we and EGA will make a final investment decision to proceed with the joint venture. Whether we and EGA make such a decision to proceed will be influenced by external factors outside our control, including the global economy and energy and financial markets, actions by regulators, achieving necessary internal and external approvals, and many of the other factors described below. If we do proceed with the joint venture, we do not expect to have full control over governance, financial reporting, and operations of the joint venture.