CSTM 10-Q
Constellium SE (CSTM)
10-Q
2026-04-29
For: 2026-03-31
View Original
Added on
April 29, 2026
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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 March 31, 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, indicated 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 March 31, 2026, was 136,150,450 shares.
-i-
Explanatory Note
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. On June 30, 2025, the Company determined it no longer
qualified as a “foreign private issuer,” as determined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). As from January 1, 2026, when its earlier submission to the US securities law requirements applicable to a
domestic issuer ceased to be voluntary, the Company will continue to file annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and comply with all other obligations applicable to companies not qualifying as
“foreign private issuers” as set forth by the New York Stock Exchange and the Securities and Exchange Commission (“SEC”).
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 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.
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TABLE OF CONTENTS
Page | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. | |||
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PART I
Item 1. Financial Statements
CONSOLIDATED INCOME STATEMENTS (unaudited)
Three months ended March 31, | ||||||
(in millions of U.S. dollars) | Notes | 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 | ||||||
Non-controlling interests | ( | |||||
Net income | ||||||
Earnings per share attributable to the equity holders of Constellium (in U.S. dollars) | Notes | |||||
Basic | 7 | |||||
Diluted | 7 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Three months ended March 31, | ||||||
(in millions of U.S. dollars) | Notes | 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 | ||||||
Non-controlling interests | ( | |||||
Total comprehensive income | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS (unaudited)
(in millions of U.S. dollars) except share data and as otherwise stated | Notes | At March 31, 2026 | At December 31, 2025 | |||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | ||||||
Trade receivables and other, net | 8 | |||||
Inventories | 9 | |||||
Fair value of derivatives instruments and other financial assets | ||||||
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 derivatives 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 derivatives 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 derivatives 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 € at December 31, 2025; 31, 2026 and at December 31, 2025, respectively | ||||||
Additional paid in capital | ||||||
Accumulated other comprehensive income | 15 | |||||
Retained earnings | ||||||
Treasury shares 2025 | ( | ( | ||||
Equity attributable to equity holders of Constellium | ||||||
Non-controlling interests | ||||||
Total equity | ||||||
Total equity and liabilities |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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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 (loss) / income | — | — | — | ( | — | ( | ||||||||||
Share issuance | — | — | — | — | — | — | — | |||||||||
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 | ( | |||||||||||||||
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 income | — | — | — | — | — | — | ||||||||||
Total comprehensive 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 | ( | ( |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three months ended March 31, | ||||||
(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 | ( | |||||
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 | |||||
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 from / (used in) financing activities | ( | |||||
Net increase / (decrease) in cash and cash equivalents | ( | |||||
Cash and cash equivalents - beginning of year | ||||||
Net increase / (decrease) 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.
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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 March 31, 2026, the Group operated 24 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.
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 March 31, 2026, results of operations
and cash flows for the three-month period ended March 31, 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 (“the
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.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued amendments to ASC 270 - Interim
Reporting: Narrow-Scope Improvements which create a comprehensive list of interim disclosures required under US GAAP
and incorporate a disclosure principle that requires disclosures at interim periods when an event or change that has a material
effect on an entity has occurred since the previous year end. The guidance does not change the fundamental nature or expand or
reduce the interim disclosure requirements. The amendments are effective for interim periods within fiscal years beginning after
December 15, 2027. The guidance may be applied prospectively or retrospectively. Early adoption is permitted.
The Group plans to adopt these and new standards, amendments and interpretations, as disclosed in our 2025 Annual
Report on Form 10-K, 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.
-7-
disclosures of revenue disaggregated by operating segments.
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 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.
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 March 31, | ||||||||||
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
-8-
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.
Three months ended March 31, | ||||||
(in millions of U.S. dollars) | Notes | 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 gains / (losses) on derivatives | ( | |||||
Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net | ( | |||||
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 three months ended March 31, 2025, Other mainly includes $7 million of insurance proceeds and $3 million of clean-up costs
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3.3 Capital expenditures
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
A&T | ( | ( | ||
P&ARP | ( | ( | ||
AS&I | ( | ( | ||
Total capital expenditures (A) | ( | ( | ||
(A)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 March 31, | ||||
(in millions of U.S. dollars) | 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 March 31, 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 derivatives instruments and other financial assets | ||||
Total assets |
(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.
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Three months ended March 31, | ||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | |||
Operating income and expenses | ||||||
Realized gains / (losses) on derivatives (A) | ||||||
Unrealized gains / (losses) 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 | ( | ( | ||||
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.
-11-
Three months ended March 31, | ||||||
(in millions of U.S. dollars) | Notes | 2026 | 2025 | |||
Interest expense on borrowings (A) | ( | ( | ||||
Interest cost on pension and other long-term benefits | 13 | ( | ( | |||
Realized and unrealized (losses) / gains on debt derivatives at fair value (B) | 12 | ( | ||||
Realized and unrealized exchange (losses) / gains on financing activities - net (B) | ( | |||||
Other finance expenses | ( | ( | ||||
Capitalized borrowing costs (C) | ||||||
Finance expenses | ( | ( | ||||
Finance costs - net | ( | ( | ||||
(A)For the three months ended March 31, 2026, and 2025, interest expense on borrowings included $24 million and $22 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) Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5
ended March 31, 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 27.9 % and 38.7 % of our income before tax for the three months ended March 31, 2026 and
2025, respectively.
The difference between the statutory tax rate of 25.8
2026 and 2025 includes an estimate of the temporary surtax in France, the Base Erosion Anti Abuse Tax in the United States,
the geographical mix of our pre-tax results and the effects of certain jurisdictions where a full valuation allowance is recorded.
-12-
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 March 31, | ||||
(in millions of U.S. dollars except share and per share amounts ) | 2026 | 2025 | ||
Numerator: | ||||
Net income attributable to equity holders of Constellium | ||||
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 months ended March 31, 2026, and 2025, no
excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.
-13-
At March 31, 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
$717 million and $729 million at March 31, 2026 and December 31, 2025, respectively.
Proceeds on receivables sold under our ongoing factoring programs were $964 million and $747 million for the three
months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and December 31, 2025, the total amount of
receivables derecognized under the Group’s factoring arrangements was $430 million and $430 million, respectively.
Starting in fiscal year 2025, the proceeds from the sale of accounts receivables comprised of only cash. Prior to January
1, 2025, the proceeds from the sale of certain of these receivables 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 three months ended March 31, 2025, the beginning deferred
purchase price balance was $2 million, of which $2 million were fully collected in cash. This resulted in an ending deferred
purchase price receivable balance of $0 million for the three months ended March 31, 2025, recorded in Fair value of
derivatives instruments and other financial assets in the consolidated balance sheets.
The Group has recorded $4 million and $5 million of expenses related to its factoring programs in the three months ended
March 31, 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 March 31, 2026 | At December 31, 2025 | ||
Finished goods | ||||
Work in progress | ||||
Raw materials | ||||
Stores and supplies | ||||
Total inventories |
-14-
At March 31, 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
2025 are presented in the table below:
Three months ended March 31, | ||||
(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 March 31, | ||||
-15-
11.1 Analysis by nature
At March 31, 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 | $ | ( | ||||||||
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 (A) | ||||||||||
(A)Current portion of borrowings include mainly accrued interest and current portions of finance leases and other long-term loans relating
The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024 were
million and $704 million, respectively, at March 31, 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 March 31, 2026.
The Group was in compliance with all applicable financial debt covenants at March 31, 2026 and December 31, 2025.
-16-
12.1 Fair values of financial instruments
At March 31, 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 derivatives instruments - assets | ||||||||||||
Derivatives that do not qualify for hedge accounting | ||||||||||||
Currency commercial derivatives | ||||||||||||
Energy derivatives | ||||||||||||
Metal derivatives | ||||||||||||
Fair value of derivatives 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.
At March 31, 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 derivatives instruments - assets | ||||||||||||||||
Fair value of derivatives instruments - liabilities | ||||||||||||||||
-17-
There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the three
months ended March 31, 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-USD 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 March 31, 2026.
Sold currencies | Maturity Year | Less than 1 year | Over 1 year | |||
USD | 2026-2031 | |||||
CHF | 2026-2029 | |||||
CZK | 2026 | |||||
Other currencies | 2026-2027 |
Purchased currencies | ||||||
USD | 2026-2027 | |||||
CHF | 2026-2028 | |||||
CZK | 2026-2027 | |||||
Other currencies | 2026 |
The Group has agreed to supply a major customer with fabricated metal 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 $263 million and $302 million at March 31, 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 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:
-18-
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Derivatives that do not qualify for hedge accounting | ||||
Included in Other gains and losses - net | ||||
Realized gains / (losses) 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 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 March 31, 2026, the net hedged position related to long-term and short-term loans and deposits in U.S. dollars
included a forward sale of $234 million versus the Euro using simple foreign exchange forward contracts.
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 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.
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 zinc, natural gas, silver and copper, and other alloying metals, to a lesser extent.
-19-
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 | 2026-2028 |
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 March 31, 2026, these contracts were directly entered into
with external counterparties.
recognized in Other gains and losses – net.
Three months ended March 31, | ||||
(in millions of U.S. dollar) | 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.
-20-
Three months ended March 31, | |||||||
2026 | 2025 | ||||||
(in millions of U.S. dollars) | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | |||
Current service cost | ( | ( | ( | ( | |||
Interest cost | ( | ( | ( | ( | |||
Expected return on plan assets | |||||||
Amortization of past service gain | |||||||
Total net pension and other long-term benefit cost | ( | ( | |||||
At March 31, 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, environmental and 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
-21-
non-controlling interests, for the periods presented:
Three months ended March 31, 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 | ( | ( | ( | |||||
At March 31, 2026 | ( | |||||||
Three months ended March 31, 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 March 31, 2025 | ( | ( | ( | |||||
Performance-Based Restricted Stock Units (equity-settled)
During the three months ended March 31, 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 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 %.
-22-
March 31, 2026:
2026 PSUs | ||
Fair value at grant date (in dollars) | ||
Share price at grant date (in dollars) | ||
Dividend yield | ||
Expected volatility (A) | ||
Risk-free interest rate (US 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 three months ended March 31, 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 $11 million and $6 million for the three months ended March 31, 2026 and
2025, respectively.
At March 31, 2026, unrecognized compensation expense related to the RSUs was $21 million, which will be recognized
over the remaining weighted average vesting period of 2.2 years, and unrecognized compensation expense related to the PSUs
was $32 million, which will be recognized over the remaining weighted average vesting period of 2.1 years.
Vested plan during the period
Fair values of vested RSUs and PSUs amounted to $26 million for the three months ended March 31, 2026. They are
excluded from the Statement of Cash flows as non-cash financing activities.
-23-
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 March 31, 2026 and for the three months ended March 31, 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 March 31, 2026 and for the three months ended March 31, 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 March 31, 2026, the Group operated 24 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 first quarter despite uncertainties on the macroeconomic and geopolitical
fronts. During the quarter we benefited from current market dynamics, including supply shortages of automotive rolled
products, improved aerospace and transportation, industry and defense (TID) environment, and favorable scrap and metal
dynamics in North America. During the quarter we returned $28 million to shareholders through the repurchase of 1.2 million
shares. While uncertainties persist on the macroeconomic and geopolitical fronts, we like our end market positioning and we are
optimistic about our prospects for the remainder of this year and beyond. Our focus remains on executing on our strategy,
driving operational performance, controlling costs, generating free cash flow and increasing shareholder value.
-24-
For the three months ended March 31, 2026, our segments represented the following percentages of total Revenue and
total Adjusted EBITDA:
Three months ended March 31, 2026 | ||||
(as a % of total) | Revenue | Segment Adjusted EBITDA | ||
A&T | 25% | 39% | ||
P&ARP | 60% | 58% | ||
AS&I | 17% | 9% | ||
H&C (1) | —% | (6)% | ||
Total | 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 first three months ended March 31, 2026, we continued to monitor geopolitical and economic instability,
globally. During the first quarter of 2026, there was continued uncertainty related to tariffs and trade conditions, and their short
and long-term impacts on the Company. In April 2026, further updates and clarifications were released by the U.S. government
surrounding tariff rates and assessment value on imported aluminum products, and the Company continues to monitor the
potential impacts to its business. 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 counter
measures 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 stabilized following the sharp recovery post-COVID although the supply chain continues
to experience destocking of aluminum products. We continue to 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.
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.
-25-
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 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 of the Trade Expansion
Act of 1962 tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of
primary aluminum for the three months ended March 31, 2026 and 2025 are presented below.
Three months ended March 31, | Percent changes QTD | |||||
(U.S. dollars per ton) | 2026 | 2025 | 2026 vs 2025 | |||
Average LME transaction price | 3,199 | 2,627 | 22% | |||
Average Midwest premium | 2,296 | 712 | 222% | |||
Average all-in aluminum price U.S. | 5,495 | 3,339 | 65% | |||
Average LME transaction price | 3,199 | 2,627 | 22% | |||
Average Rotterdam premium | 392 | 290 | 35% | |||
Average all-in aluminum price Europe | 3,591 | 2,917 | 23% | |||
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.
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.
Currency
We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,
Slovakia, Spain, Mexico, Canada and China. 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.
-26-
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 months ended March 31, 2026 and 2025
Three months ended March 31, | ||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | ||||||
Revenue | 2,461 | 100% | 1,979 | 100% | ||||
Cost of sales (excluding depreciation and amortization) | (2,041) | 83% | (1,716) | 87% | ||||
Depreciation and amortization | (83) | 3% | (78) | 4% | ||||
Selling and administrative expenses | (97) | 4% | (78) | 4% | ||||
Research and development expenses | (13) | 1% | (13) | 1% | ||||
Other gains and losses – net | 73 | 3% | (5) | —% | ||||
Finance costs – net | (28) | 1% | (27) | 1% | ||||
Income before tax | 272 | 11% | 62 | 3% | ||||
Income tax expense | (76) | 3% | (24) | 1% | ||||
Net income | 196 | 8% | 38 | 2% | ||||
Shipment volumes (in kt) | 370 | n/a | 372 | n/a | ||||
Revenue
For the three months ended March 31, 2026, Revenue increased 24% to $2,461 million from $1,979 million for the three
months ended March 31, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by
lower shipments.
For the three months ended March 31, 2026, sales volumes decreased 1% to 370 kt from 372 kt for the three months
ended March 31, 2025. This decrease reflected a 3% decrease in volumes for P&ARP and a 3% decrease in volumes for AS&I,
partially offset by a 18% 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 March 31, 2026, Cost of sales increased 19% to $2,041 million from $1,716 million for the
three months ended March 31, 2025. This increase in Cost of sales 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 March 31, 2026, Selling and administrative expenses increased 24% to $97 million from $78
million for the three months ended March 31, 2025. The increase was primarily driven by an increase in labor costs.
Research and Development Expenses
For the three months ended March 31, 2026, Research and development expenses were stable at $13 million compared to
the three months ended March 31, 2025.
-27-
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 March 31, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Realized gains / (losses) on foreign currency derivatives - net | 1 | (3) | ||
Realized gains on commodities derivatives - net | 37 | 9 | ||
Realized gains / (losses) on derivatives | 38 | 6 | ||
Unrealized (losses) / gains on foreign currency derivatives - net | (12) | 15 | ||
Unrealized gains / (losses) on commodities derivatives - net | 54 | (27) | ||
Unrealized gains / (losses) on derivatives at fair value through profit and loss - net | 42 | (12) | ||
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 and unrealized gains / (losses) on derivatives for the three months ended March 31, 2026 as
compared to the three months ended March 31, 2025 primarily reflected the fluctuation in 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 March 31, 2026, Finance costs, net increased $1 million or 4% to $28 million from $27
million for the three months ended March 31, 2025 as a result of foreign exchange translation.
Income Tax
For the three months ended March 31, 2026 and 2025, Income tax was an expense of $76 million and $24 million,
respectively. Our effective tax rate was 27.9% and 38.8% of income before tax for the three months ended March 31, 2026 and
2025, respectively.
The difference between the statutory tax rate of 25.8% and the effective tax rate for the three months ended March 31,
2026 and 2025 includes an estimate of the temporary surtax in France, the Base Erosion Anti Abuse Tax in the United States,
the geographical mix of the income before tax results and the effects of certain jurisdictions where a full valuation allowance is
recorded.
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Segment Results
Segment Revenue
The following table sets forth the revenue for our three operating segments for the periods presented:
Three months ended March 31, | ||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | ||||||
A&T | 609 | 25% | 468 | 24% | ||||
P&ARP | 1,477 | 60% | 1,187 | 60% | ||||
AS&I | 415 | 17% | 381 | 19% | ||||
H&C (1) | 2 | —% | — | —% | ||||
Inter-segment eliminations | (42) | n.m | (57) | n.m | ||||
Total revenue | 2,461 | 100% | 1,979 | 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 March 31, | ||||||||
(in kt and as a % of shipments) | 2026 | 2025 | ||||||
A&T | 60 | 16% | 51 | 14% | ||||
P&ARP | 261 | 71% | 269 | 72% | ||||
AS&I | 51 | 14% | 52 | 14% | ||||
Inter-segment eliminations | (2) | n.m | — | n.m | ||||
Total shipments | 370 | 100% | 372 | 100% | ||||
n.m. not meaningful
A&T
For the three months ended March 31, 2026, revenue in our A&T segment increased 30% to $609 million from $468
million for the three months ended March 31, 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 current supply shortages of automotive rolled products in North America.
P&ARP
For the three months ended March 31, 2026, revenue in our P&ARP segment increased 24% to $1,477 million from
$1,187 million for the three months ended March 31, 2025, reflecting higher revenue per ton, including higher metal prices,
partially offset by lower shipments. P&ARP shipments were down 3% or 8 kt, due to lower Packaging rolled products
shipments, partially offset by higher Automotive rolled products shipments, which benefited from current supply shortages in
North America.
AS&I
For the three months ended March 31, 2026, revenue in our AS&I segment increased 9% to $415 million from $381
million for the three months ended March 31, 2025, reflecting higher revenue per ton, including higher metal prices, partially
offset by lower shipments. AS&I shipments were down 3%, or 1 kt, due to lower Automotive and Other extruded products
shipments.
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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, 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.
The following table sets forth the Segment Adjusted EBITDA for our reportable segments for the periods presented:
Three months ended March 31, | ||||||||
(in millions of U.S. dollars and as a % of revenue) | 2026 | 2025 | ||||||
A&T | 102 | 17% | 82 | 18% | ||||
P&ARP | 151 | 10% | 60 | 5% | ||||
AS&I | 24 | 6% | 16 | 4% | ||||
The reconciliation of Segment Adjusted EBITDA is disclosed in Note 3 to the unaudited interim consolidated condensed
financial statements.
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 March 31, 2025 | 82 | 60 | 16 | |||
Volume | 32 | (6) | (4) | |||
Price and product mix | (2) | 26 | (2) | |||
Costs | (16) | 65 | 11 | |||
Foreign exchange and other | 6 | 6 | 3 | |||
Segment Adjusted EBITDA for the three months ended March 31, 2026 | 102 | 151 | 24 |
A&T
For the three months ended March 31, 2026, Adjusted EBITDA in our A&T segment increased 24% to $102 million
from $82 million for the three months ended March 31, 2025, primarily as a result of higher volumes and favorable impact from
foreign exchange translation, partially offset by unfavorable price and mix and higher operating costs given higher activity
levels. In the three months ended March 31, 2025, Segment Adjusted EBITDA included a $4 million negative impact from the
flood in Valais (Switzerland). For the three months ended March 31, 2026, Adjusted EBITDA per ton increased 6% to $1,697
per ton from $1,606 per ton for the three months ended March 31, 2025.
P&ARP
For the three months ended March 31, 2026, Adjusted EBITDA in our P&ARP segment increased 152% to $151 million
from $60 million for the three months ended March 31, 2025, primarily as a result of favorable price and mix, favorable metal
costs at Muscle Shoals and Neuf Brisach, and favorable impact from foreign exchange translation, partially offset by lower
volumes. For the three months ended March 31, 2026, Adjusted EBITDA per ton increased 159% to $578 per ton from $223
per ton for the three months ended March 31, 2025.
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AS&I
For the three months ended March 31, 2026, Adjusted EBITDA in our AS&I segment increased by 50% to $24 million
from $16 million for the three months ended March 31, 2025, primarily as a result of lower operating costs and favorable
impact from foreign exchange translation, partially offset by lower volumes and unfavorable price and mix. In the three months
ended March 31, 2025, Segment Adjusted EBITDA included a $6 million negative impact from the flood in Valais
(Switzerland). For the three months ended March 31, 2026, Adjusted EBITDA per metric ton increased by 54% to $471 per ton
from $306 per ton for the three months ended March 31, 2025.
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 March 31, 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 March 31, 2026 and December 31, 2025.
At March 31, 2026, we had $904 million of total liquidity, comprised of $143 million in cash and cash equivalents,
$491 million of availability under our Pan-U.S. ABL facility, $155 million of availability under our factoring arrangements and
$115 million of availability under our committed asset-based facility for our French subsidiaries.
Factored receivables under non-recourse arrangements were $430 million and $430 million at March 31, 2026 and
December 31, 2025, respectively.
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Cash Flows
The following table summarizes our cash flows from / (used in) operating, investing and financing activities for the three
months ended March 31, 2026 and 2025:
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Net Cash Flows from / (used in) | ||||
Operating activities | 73 | 58 | ||
Investing activities | (68) | (59) | ||
Financing activities | 20 | (26) | ||
Net (decrease) / increase in cash and cash equivalents, excluding the effect of exchange rate changes | 25 | (27) | ||
Net Cash Flows from Operating Activities
For the three months ended March 31, 2026, net cash flows from operating activities were $73 million, a $15 million
increase from $58 million in the three months ended March 31, 2025. This change primarily reflects a $172 million increase in
cash flows from operating activities before working capital and a $157 million decrease in cash flows from working capital
usage.
For the three months ended March 31, 2026, changes in working capital were attributable to (i) an increase in inventory
of $279 million, primarily driven by higher ending metal prices and higher activity levels; (ii) an increase in trade receivables of
$249 million primarily driven by higher ending metal prices and higher activity levels; and (iii) an increase in trade payables of
$326 million, primarily driven by higher ending metal prices and higher metal purchases due to higher activity levels.
For the three months ended March 31, 2025, changes in working capital were attributable to (i) an increase in inventory
of $69 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $273 million primarily
driven by higher activity levels and higher ending metal prices, partially offset by $2 million of deferred purchase price
receivables from factoring; and (iii) an increase in trade payables of $279 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 three months ended March 31, 2026 and 2025, net cash flows used in investing activities were $68 million and
$59 million, respectively. Capital expenditures, net of Property, Plant and Equipment inflows were $68 million and $61 million,
respectively, and related primarily to maintenance and investments in our manufacturing facilities as well as return-seeking and
growth projects such as investments in our recycling and casting capacities. In the three months ended March 31, 2025,
collection of deferred purchase price receivables under certain of our factoring agreements was $2 million.
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 three months ended March 31, 2026, net cash flows from financing activities were $20 million, primarily
reflecting additional borrowings under the Pan-U.S. ABL facility, as well as realized foreign exchange gains on net debt
hedging instruments, partially offset by higher share repurchase levels. During the three months ended March 31, 2026,
Constellium repurchased 1.2 million ordinary shares of the Company for $28 million.
For the three months ended March 31, 2025, net cash flows used in financing activities were $26 million, primarily
reflecting share repurchases as well as realized foreign exchange losses on net debt hedging instruments, partially offset by
additional borrowings under the Pan-U.S. ABL facility. During the three months ended March 31, 2025, Constellium
repurchased 1.4 million ordinary shares of the Company for $15 million.
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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 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
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
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.
-33-
The following table reconciles our net income to our Adjusted EBITDA:
Three months ended March 31, | ||||
(in millions of U.S. dollars) | 2026 | 2025 | ||
Net income | 196 | 38 | ||
Income tax expense | 76 | 24 | ||
Finance costs – net | 28 | 27 | ||
Expenses on factoring arrangements | 4 | 5 | ||
Depreciation and amortization | 83 | 78 | ||
Restructuring costs | 3 | 1 | ||
Unrealized gains on derivatives | (42) | 12 | ||
Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | (1) | 1 | ||
Pension and other post-employment benefits - non - operating gains | (3) | (3) | ||
Share based compensation | 11 | 6 | ||
Gains / (losses) on disposal | — | — | ||
Other (A) | — | (3) | ||
Adjusted EBITDA1 | 359 | 186 | ||
of which Metal price lag (B) | 97 | 39 | ||
1Adjusted EBITDA includes the non-cash impact of metal price lag
_______________
(A)For the three months ended March 31, 2025, Other mainly includes $7 million of insurance proceeds and $3 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 first quarter of 2026 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
-34-
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
On February 21, 2024, the Company announced that the Board of Directors authorized a three-year share repurchase
program of up to $300 million of the Company’s outstanding shares of ordinary shares, expiring on December 31, 2026.
At March 31, 2026, approximately $79 million was remaining under the Company’s share repurchase program. Since the
inception of the share repurchase program up to March 31, 2026, approximately 14.7 million shares have been repurchased
under the plan for approximately $221 million. In the first quarter of 2026, approximately 1.2 million shares were repurchased
under the plan for approximately $28 million. 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.
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 will be effective following receipt of the necessary
shareholder approvals at the Company’s 2026 Annual General Meeting of Shareholders to be held on May 21, 2026, and which
will expire on December 31, 2028. The new share repurchase program will replace the current share repurchase program
authorized by the Board of Directors on February 21, 2024.
The following table provides certain information with respect to our share purchases during the quarter ended March 31,
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 | Maximum approximate dollar value of shares that may yet be purchased under the program | ||||
January 1 - January 31, 2026 | 354,931 | 20.48 | 354,931 | 98,851,993 | ||||
February 1 - February 28, 2026 | 509 | 21.99 | 509 | 98,840,801 | ||||
March 1 - March 31, 2026 | 796,635 | 25.10 | 796,635 | 78,841,643 | ||||
Total | 1,152,075 | 1,152,075 | 78,841,643 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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Item 5. Other Information
Insider Trading Arrangements
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the
Exchange Act) adopted terminated
term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Exhibit | Description |
10.1 | |
10.2 | |
10.3 | |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
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.
-36-
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: | April 29, 2026 | By: | /s/ Ingrid Joerg |
Name: Ingrid Joerg | |||
Title: Chief Executive Officer and Director | |||
Date: | April 29, 2026 | By: | /s/ Jack Guo |
Name: Jack Guo | |||
Title: Executive Vice President & Chief Financial Officer |