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CONSTELLIUM SE

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

CSTM$21.81+3.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-28.

0001563411-25-000005

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-25.

0001563411-26-000057

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 455 previous paragraphs and 363 current paragraphs.

124 unchanged; 126 reworded; 110 added; 194 removed; 11 previous and 3 current paragraphs rearranged.

Tables are not compared: 16 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (110)

Current report

“Item 1A. Risk Factors. This section discusses items pertaining to and comparisons of financial results between fiscal years

Current report

2025 and 2024. A discussion of and comparisons between fiscal years 2024 and 2023 financial results can be found in

Current report

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of the

Current report

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28,

Current report

Constellium delivered strong results in 2025 despite the uncertain macro economic and end market environment. Looking

Current report

across our end markets, packaging demand remained healthy during 2025, and we continued to benefit from improved

Current report

operational performance at Muscle Shoals. Aerospace demand was lower driven by continued destocking of aluminum products

Current report

in the global Aerospace supply chain, though demand for high value add products remain healthy. Automotive demand

Current report

remained weak in Europe and relatively stable in North America, and in the fourth quarter we benefited from increased demand

Current report

due to short-term supply shortages in the U.S. Industrial market conditions in North America and Europe became more stable,

Current report

and our shipments in Europe improved in the year given the post-flood recovery in Valais (Switzerland). Following the tariff

Current report

announcements in 2025, market aluminum prices (LME price + Midwest Premium) have risen sharply in North America, and

Current report

certain spot scrap aluminum spreads have improved from previous historically tight levels. We expect recent demand trends in

Current report

our end markets to continue into the early part of 2026 and the overall macroeconomic environment to remain relatively stable,

Current report

and we expect to benefit from recent market dynamics, including supply shortages for automotive rolled products as well as

Current report

improved scrap spreads in North America. We are proactively managing the business to the current environment. We remain

Current report

focused on executing on our strategy, driving operational performance, controlling costs, generating Free Cash Flow and

Current report

(1)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

Current report

growth, the rate of unemployment, the rapid development of technology, interest rates, exchange rates and currency devaluation

Current report

During theyear ended December 31, 2025, we continued to monitor geopolitical and economic instability globally.

Current report

Duringthe fourth quarter, there was continued uncertainty related to tariffs andtrade conditions, and their short and long-term

Current report

impacts on the Company. Global and regional economies continue to be impacted by armed conflicts, sanctions, and volatility.

Current report

•Aerospace demand has stabilized following the sharp recovery post-COVID although the supply chain continues to

Current report

•Historically, demand for aluminum can packaging has been fairly resilient during various economic cycles. We

Current report

Aluminum prices have risen in 2025, especially in the U.S. following the tariff announcements. The average LME

Current report

generally result in additional revenue and associated profitability. Demand trends across key sectors — aerospace, packaging

Current report

and automotive — contribute to our production planning. Seasonal fluctuations and macroeconomic conditions are important

Current report

associated with these transactions is therefore recorded in Other Gains and Losses - net.

Current report

Results of Operations for theyear ended December 31, 2025 and 2024

Current report

For theyear ended December 31, 2025, Revenue increased 15% to$8,449 million from$7,335 million for theyear ended

Current report

December 31, 2024. This increase reflected higher shipments andhigher revenue per ton, including higher metal prices.

Current report

consumables used primarily as a result of higher metal prices and higher sales volumes.

Current report

million for theyear ended December 31, 2024. Theincrease was primarily driven by an increase in labor costs, partially offset

Showing the first 40 of 110 passages. Open the source sections for the rest.

Removed paragraphs (194)

Previous report

Constellium faced significant challenges in 2024, including demand weakness across most of our end markets, tightening

Previous report

scrap spreads in North America and the impacts from the extreme cold weather and snow at Muscle Shoals in January and the

Previous report

severe flooding event that occurred in late June at our facilities in the Valais region in Switzerland. Shipments were down 4% at

Previous report

1.4 million metric tons. We reported revenue of$7.3 billion and net income of$60 million. We achieved$623 million of

Previous report

Adjusted EBITDA, which includes a positive non-cash metal price lag impact of $55 million.

Previous report

of unemployment, interest rates, exchange rates and currency devaluation or revaluation influence consumer confidence and

Previous report

•Aerospace demand which experienced a sharp recovery post-COVID, iscurrently softening, notably because of

Previous report

•Historically, aluminum can packaging has not been highly correlated to the general economic cycle. We believe

Previous report

Geopolitical and economic instability, including tariffs, trade wars, armed conflicts and sanctions, continue to generate

Previous report

continuously monitor them and will develop contingency plans and counter measures as necessary to address adverse effects or

Previous report

For theyear ended December 31, 2024, revenue decreased 6% to$7,335 million from$7,826 million for theyear ended

Previous report

December 31, 2023. This decrease reflected adecrease inshipments andlower revenue per ton.

Previous report

The following table presents the primary drivers for changes in Revenue:

Previous report

million for theyear ended December 31, 2023. Thedecrease reflected primarilya decrease in in labor costs, offset by an

Previous report

million for the year ended December 31, 2023. This decrease reflected primarily a decrease in non-labor costs.

Previous report

Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted commercial and

Previous report

December 31, 2023 primarily reflected the fluctuation in metal prices. Changes in unrealized gains and losses on derivatives for

Previous report

the year ended December 31, 2024 as compared to theyear ended December 31, 2023 reflected the fluctuation in foreign

Previous report

For theyears ended December 31,2024 and 2023, impairment is primarily related to assets in Valais.

Previous report

For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss

Previous report

related to the sale of Constellium Ussel S.A.S. which was completed on February 2, 2023 and a $47 million gain related to the

Previous report

sale of Constellium Extrusions Deutschland GmbH which was completed on September 29, 2023.

Previous report

For theyear ended December 31, 2024, the$2 million gain resulting from the flood in Valais include $43 million of

Previous report

clean-up costs and inventory impairment which were offset by$45 million of insurance proceeds.

Previous report

For theyear ended December 31, 2024, finance costs, net remained stable at$111 million compare to theyear ended

Previous report

December 31, 2023, primarily reflecting lower borrowings on the Pan-U.S. ABL facility during 2024 compared to 2023 and

Previous report

the partial redemption of€50 million on the 5.875% Senior Notes due 2026 in July 2023, offset by the write-off of unamortized

Previous report

The difference in our effective tax rate and the statutory tax rate of 25.8% in the year ended December 31, 2024 was primarily

Previous report

due to the effect of the valuation allowance on deferred tax assets from losses in Germany where management determined that

Showing the first 40 of 194 passages. Open the source sections for the rest.

Reworded paragraphs (126)

Previous wording

under U.S. GAAP as of December 31, 2024 and 2023, and for the three years in the period ended December 31, 2024 included

Current wording

under U.S. GAAP at December 31, 2025 and 2024, and for the three years ended December 31, 2025 included elsewhere in this

Previous wording

elsewhere in this Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related

Current wording

Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related notes to help

Previous wording

notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and

Current wording

provide an understanding of our financial condition, changes in financial condition, results of our operations, and liquidity.

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liquidity. The following discussion is to be read in conjunction with our audited Consolidated Financial Statements prepared

Current wording

The following discussion is to be read in conjunction with our audited Consolidated Financial Statements prepared under U.S.

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under U.S. GAAP and the notes thereto, which are included elsewhere in this Annual Report.

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GAAP and the notes thereto, which are included elsewhere in this Annual Report.

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limited to, those discussed below and elsewhere in this Annual Report. See in particular "Special Note about Forward-Looking

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limited to, those discussed below and elsewhere in this Annual Report. See in particular “Forward-Looking Statements” and

Previous wording

Amounts presented in the Consolidated Financial Statements are expressed in millions of U.S. dollars, except as

Current wording

Amounts presented inthe audited Consolidated Financial Statements are expressed in millions of U.S. dollars, except as

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For theyear ended December 31, 2024, our segments represented the following percentages of total Revenue and total

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For theyear ended December 31, 2025, our operating segments represented the following percentages of total Revenue

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General economic conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate

Current wording

General economic and market conditions such as the level of disposable income, the level of inflation, the rate of economic

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consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes and prices

Current wording

or revaluation influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for

Previous wording

that can be charged. We attempt to respond to the variability of economic conditions through the terms of our contracts with our

Current wording

our products in terms of total volumes and prices that can be charged. We attempt to respond to the variability of economic

Previous wording

volatility and disruption in global and regional economies. While it is difficult to predict the impact of these events, we

Current wording

While it is difficult to predict the impact of these events, we continuously monitor them and develop contingency plans and

Current wording

counter measures as necessary to seek to address adverse effects or disruptions to our operations as they arise.

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In addition, although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and

Current wording

Although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and the secular

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the secular growth trends we are experiencing in many of our end-markets will help the Company weather these economic

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growth trends we are experiencing in many of our end-markets will help the Company weather these economic cycles. In our

Previous wording

cycles. In our three principal end-markets of aerospace, packaging and automotive:

Current wording

three principal end-markets of aerospace, packaging and automotive:

Previous wording

supply chain challenges. We continue to believe that the long-term trends of increased passenger air traffic and

Current wording

experience destocking of aluminum products. We continue to believe that the long-term trends of increased

Previous wording

fleet replacements with newer and more fuel efficient aircraft, along with new military and space programs, will

Current wording

passenger air traffic and fleet replacements with newer and more fuel efficient aircraft, along with new military and

Current wording

space programs, will help support favorable long-term demand conditions.

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canstock has an attractive long-term growth outlook due to increased consumer preference for aluminum cans as a

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believe canstock has an attractive long-term growth outlook driven in part by increased consumer preference for

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impacted by global supply chain disruptions, customer offerings and consumer preference. However, aluminum

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impacted by global supply chain disruptions, the tariff and trade environment, affordability, customer offerings and

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demand has increased in recent years, driven by thevehicle lightweighting trend to improve energy efficiency,

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consumer preference. However, aluminum demand has increased in recent years, driven by the vehicle

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reduce emissions and enhance vehicle safety, which has resulted in more aluminum usage for new car models. We

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lightweighting trend to improve energy efficiency, reduce emissions and enhance vehicle safety, which has resulted

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expect the lightweighting trend to continue in the future.

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in more aluminum usage for new car models. We expect the lightweighting trend to continue in the future.

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the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price neutrality.

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the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price

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The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum in the years

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transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the years ended December 31,

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The profitability of ourbusiness is determined, in part, by the volume of tons processed and sold. Increased production

Current wording

The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production

Previous wording

volumes will generally result in lower per unit costs. Higher volumes sold will generally result in additional revenue and

Current wording

volumes will generally result in lower per unit costs due to the fixed costs structure of our operations. Higher volumes sold will

Previous wording

temporary workforce to compensate for increased volume of activity and for vacation schedules. Personnel costs generally

Current wording

temporary workforce to compensate for increased volume of activity and vacation schedules. Personnel costs generally increase

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increase and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods

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and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher

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Slovakia, Spain, Mexico, Canada and China. As such, we are exposed to transaction and translation impacts. Transaction

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Slovakia, Spain, Mexico, Canada and China. As such, we are exposed to transaction and translation impacts.

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impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed

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Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a

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to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year sales agreements in

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result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year

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U.S. dollars by euro-functional currency entities, we have entered into derivative contracts to forward sell U.S. dollars to match

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sales agreements in U.S. dollars by euro-functional currency entities, we have typically entered into derivative contracts to

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these future sales. With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated

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forward sell U.S. dollars to match these future sales. With the exception of certain derivative instruments entered into to hedge

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with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge

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the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated

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accounting is not applied to such ongoing commercial transactions and therefore the mark-to-market impact is recorded in

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for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions. The mark-to-market impact

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Other Gains and Losses - net. Translation impacts result from the translation at each period of the results of functional currency

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Translation impacts result from the translation at each period of the results of functional currency entities other than U.S.

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entities other than U.S. dollar into our reporting currency, the U.S. dollar.

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

conditions through the terms of our contracts with our customersas well as cost control.

Current report — wording carried from elsewhere

by higher Transportation, Industry and Defense rolled products shipments.

Current report — wording carried from elsewhere

operating segments based on Segment Adjusted EBITDA.
Rearranged previous paragraphs (11)

Previous report — wording carried elsewhere

Changes in realized gains or losses on derivatives for theyear ended December 31, 2024 as compared to theyear ended

Previous report — wording carried elsewhere

9% decrease in volumes for AS&I.

Previous report — wording carried elsewhere

Our revenue is discussed in more detail in the "Segment Results" section.

Previous report — wording carried elsewhere

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:

Previous report — wording carried elsewhere

Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity

Previous report — wording carried elsewhere

transactions. Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the

Previous report — wording carried elsewhere

commercial and commodity transactions accounted for in revenue and cost of sales.

Previous report — wording carried elsewhere

commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these derivatives are

Previous report — wording carried elsewhere

recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted transactions which

Previous report — wording carried elsewhere

flows from operating activities before working capital and a$75 million increase from changes in working capital.

Previous report — wording carried elsewhere

associated with non-recurring corporate transformation projects.