CONSTELLIUM SE
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
|---|---|
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2025
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
Constellium SE
(Exact name of registrant as specified in its charter)
| France | 98-0667516 | |||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| Baltimore, · MD | ||||
| 21202 | ||||
| (Zip Code) | ||||
| (Address of principal executive office (US)) | ||||
| (443) | 420-7861 | |||
| (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 | ||
| Ordinary Shares | CSTM | New York Stock Exchange | ||
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.
| Large accelerated filer | ☑ | 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 September 30, 2025, was 137,801,779 shares.
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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. As of June 30, 2025, Constellium SE 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”). Beginning in 2025, Constellium SE begun voluntarily electing to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission (“SEC”). Beginning on January 1, 2026, Constellium will continue to file annual reports on Form 10-K and quarterly reports on Form 10-Q and will also file all other required U.S. domestic forms with the SEC, including proxy materials pertaining to meetings of its shareholders, and its officers, directors and 10% shareholders will be subject to beneficial ownership reporting under Section 16 of the Exchange Act.
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.
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TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| Item 1. | Financial Statements | 1 | |
| Consolidated Income Statements (unaudited) | 1 | ||
| Consolidated Statements of Comprehensive Income (unaudited) | 2 | ||
| Consolidated Balance Sheets (unaudited) | 3 | ||
| Consolidated Statements of Changes in Equity (unaudited) | 4 | ||
| Consolidated Statements of Cash Flows (unaudited) | 6 | ||
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 7 | ||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 27 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 | |
| Item 4. | Controls and Procedures | 40 | |
| PART II | |||
| Item 1. | Legal Proceedings | 41 | |
| Item 1A. | Risk Factors | 41 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 | |
| Item 3. | Defaults Upon Senior Securities | 41 | |
| Item 4. | Mine Safety Disclosures | 41 | |
| Item 5. | Other Information | 41 | |
| Item 6. | Exhibits | 42 | |
| SIGNATURES | 43 | ||
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