cenx-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ 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 001-34474

Century Aluminum Company

(Exact name of registrant as specified in its charter)


Delaware			13-3070826
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
One South Wacker Drive			60606
Suite 1000			(Zip Code)
Chicago, Illinois
(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 696-3101

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (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 has 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 or a smaller reporting 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. (Check one):


Large accelerated filer	☒	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 registrant had 98,974,047 shares of common stock outstanding at May 4, 2026.

Table of Contents


TABLE OF CONTENTS
			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures about Market Risk			36
Item 4. Controls and Procedures			36

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			38
Item 5. Other Information			38
Item 6. Exhibits			39
SIGNATURES			40

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)
	Three months ended March 31,
		2026		2025
				(As Restated)
Net sales
Related parties		$	305.9	$	378.7
Other customers		343.3		255.2
Total net sales		649.2		633.9
Cost of goods sold (1)		530.4		576.6
Gross profit		118.8		57.3
Selling, general and administrative expenses		25.8		12.5
Gain on the sale of Hawesville		(287.9)		—

Other operating expenses - net		6.9		2.0
Operating income		374.0		42.8
Interest expense - nonaffiliates		(9.9)		(10.0)
Interest expense - affiliates		(0.6)		(1.8)
Interest income		3.1		1.8
Net loss on forward and derivative contracts - nonaffiliates		(65.3)		(5.4)


Gain on insurance proceeds - net		33.0		—
Other loss - net		(5.5)		(3.4)
Income before income taxes		328.8		24.0
Income tax expense		(1.8)		(1.6)
Net income		327.0		22.4
Net loss attributable to noncontrolling interests		(10.5)		(7.3)
Net income attributable to Century stockholders		337.5		29.7
Less: net income allocated to participating securities		—		1.5
Net income allocated to common stockholders		$	337.5	$	28.2
(1) Purchases from related party were $64.2 million and $88.3 million for the three months ended March 31, 2026 and 2025, respectively.

Net income attributable to Century stockholders per common share:
Basic		$	3.41	$	0.30
Diluted		$	3.23	$	0.29
Weighted-average common shares outstanding:
Basic		99.0		93.3
Diluted		104.6		99.2

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
	Three months ended March 31,
		2026		2025
				(As Restated)
Comprehensive income:
Net income		$	327.0	$	22.4
Other comprehensive income before income tax effect:

Defined benefit plans and other postretirement benefits:
Net gain arising during the period		8.9		—
Amortization of prior service benefit during the period		0.1		0.1
Amortization of net loss during the period		2.0		1.6
Other comprehensive income before income tax effect		11.0		1.7
Income tax effect		—		—
Other comprehensive income		11.0		1.7
Comprehensive income		338.0		24.1
Comprehensive loss attributable to noncontrolling interests		(6.2)		(7.3)
Comprehensive income attributable to Century stockholders		$	344.2	$	31.4

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
	March 31, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	244.1	$	134.2
Restricted cash	89.5		1.4
Accounts receivable - net	111.0		109.9
Non-trade receivables	41.8		38.1
Due from affiliates	52.6		29.6
Manufacturing credit receivable	173.3		172.6
Inventories	512.1		519.6
Derivative assets	6.8		1.5
Prepaid and other current assets	23.3		24.4
Total current assets	1,254.5		1,031.3
Property, plant and equipment - net	1,205.1		1,167.6
Manufacturing credit receivable - less current portion	24.9		—


Other assets	170.4		70.4
Total assets	$	2,654.9	$	2,269.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	196.1	$	187.2

Accrued compensation and benefits	71.8		74.4
Due to affiliates	51.0		70.8
Accrued and other current liabilities	27.0		35.6
Derivative liabilities	104.0		58.2


Carbon credit repurchase liability	28.7		28.6
Current maturities of long-term debt	66.1		68.8
Total current liabilities	544.7		523.6
Long-term debt	479.8		479.5

Accrued benefits costs - less current portion	97.5		97.7
Other liabilities	116.9		104.9

Deferred taxes	60.6		58.4
Asset retirement obligations - less current portion	70.9		75.3
Total noncurrent liabilities	825.7		815.8
COMMITMENTS AND CONTINGENCIES (NOTE 1 3 )
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 1 4 )	—		—
Common stock (Note 1 4 )	1.1		1.1
Additional paid-in capital	2,572.7		2,571.5
Treasury stock, at cost	(86.3)		(86.3)
Accumulated other comprehensive loss	(48.5)		(55.2)
Accumulated deficit	(1,288.1)		(1,625.5)
Total Century shareholders’ equity	1,150.9		805.6
Noncontrolling interests	133.6		124.3
Total equity	1,284.5		929.9
Total liabilities and equity	$	2,654.9	$	2,269.3

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
	Three months ended March 31,
	2026	2025