CONSTELLIUM SE
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
View on SEC.govAbout 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$22.76+4.4%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001563411-25-000005
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-25.
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Item 1A. Risk FactorsThe 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.
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284 unchanged; 238 reworded; 88 added; 90 removed; 10 previous and 22 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (88)
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Report. It is not possible to predict or identify all the risks and uncertainties to the Company’s business and the following is not
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meant to be a complete discussion of all such potential risks or uncertainties. If known or unknown risks or uncertainties
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material way, which in turn can affect the price of the Company’s publicly traded securities.
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•changes in regulations and laws of multiple jurisdictions, including those relating to taxes, employment,
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repatriation of earnings and foreign trade restrictions;
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affected. The duration, intensity and consequences of such impacts are uncertain and unpredictable, and we may not be able to
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Geopolitical instability could adversely affect our business.
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Geopolitical instability, including inter-governmental tensions, conflicts, wars, terrorist acts and tensions between nation
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global economic conditions and our financial condition. Disruptive geopolitical developments, such as the conflict between
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Russia and Ukraine, and other events beyond our control can increase economic volatility globally. Such instability and
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volatility in or around any of the countries in which we do significant business may result in changing regulatory requirements,
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market dislocations, supply chain disruptions and other disruptive consequences, any of which could impact our business,
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results of operations, financial condition, cash flows, operating strategy, and profitability.
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Shifts in international trade policies could adversely affect our business, results of operations, financial position and cash
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flows. Governmental actions such as tariffs, revisions to trade agreements, and other alterations to trade relationships could
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necessitate substantial changes to our business practices and could impact our business and financial results. Rapid shifts in
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trade policy and introduction of other restrictive trade measures create uncertainty in our operations and business outlook.
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Throughout 2025, the U.S. initiated a number of measures with respect to reevaluating and revising certain trade policies, some
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of which have impacted our business. These included imposition of new import tariffs and quotas, revision of international
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trade policy, renegotiation of certain trade agreements, and other changes that have affected U.S. trade relations with other
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Significant uncertainty exists about the future international trade environment and resulting trade policies, treaties and
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tariffs. Future developments could have a substantial adverse effect on our supply chain and the overall aluminum industry, if
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sustained for an extended period of time. The ultimate impact of such developments is uncertain and will depend on various
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any new or increased tariffs (or any elimination or reduction of tariff exemptions which are currently available to us), along
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While we continue to take steps to mitigate potentially unfavorable impacts of the current trade environment, there is no
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assurance that we will be successful in doing so in the evolving landscape. We intend to continue to assess the full implications
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of tariffs and other trade barriers on the global aluminum market and their likely impact on our business. Changes in tariff law
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demand in both local and regional markets, as well as governmental regulation (including evolving climate change regulation),
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aluminum, due to this time lag. In some of our contracts we may have ineffective pass-through mechanisms related to regional
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logistics delays, disruptions and shortages (such as prolonged periods of drought which may result in restrictions on water use),
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example, our Valais facilities experienced flooding at the end of June 2024 as a result of severe flooding from the Rhône River.
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The severity and frequency of natural disasters and severe weather conditions can adversely impact our operations and financial
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condition and may be further exacerbated by climate change.
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We make statements about our sustainability goals and initiatives through information provided in reports that we file or
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furnish with the Securities and Exchange Commission, on our website, in press statements, and in other communications,
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as a result, the market price of our outstanding securities could decline. This Annual Report also contains forward-looking
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statements that involve risks and uncertainties. See "Special Note About Forward-Looking Statements." Our actual results
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could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.
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our future financial condition or results of operations. Similarly, geopolitical tensions, instability, conflicts, and wars, such as
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the conflict between Russia and Ukraine, terrorist acts andtensions between nation states can affect the normal and peaceful
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•changes in international governmental regulations, and other foreign trade restrictions and laws, including those
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relating to taxes, employment and repatriation of earnings;
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•geopolitical tensions, international conflict, terrorist attacks, armed conflict and wars; and
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affected. In addition, any of the above events may be heightened due to the ongoing conflict between Russia and Ukraine and
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other armed and international conflicts and geopolitical tensions. The duration, intensity and consequences of such conflicts and
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negative impact on our operations. Moreover, their continuation is likely to contribute to further instability in the global
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Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could
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position and cash flows. On February 10, 2025, the President of the United States issued an executive order raising the U.S.
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tariff rate on aluminum and steel imports to 25% from 10% and eliminating numerous tariff exclusions. This order followed
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similar orders issued on February 1, 2025 imposing a 25% tariff on imports from Mexico and Canada, though implementation of
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those tariffs was then paused and the effective date delayed for 30 days. Rapid changes in trade policy can create uncertainty in
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our operations and business prospects. Such tariffs and any further legislation or actions taken by the U.S. government, such as
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the imposition of additional tariffs and trade barriers, as well as retaliatory protectionist measures taken by other governments,
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could increase the cost of our products, product component and raw materials, and adversely impact our business prospects as a
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The new and substantial tariff increases on aluminum imports into the United States announced on February 10, 2025,
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should they be implemented and sustained for an extended period of time, could have a significant adverse effect, including
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financial, on our Company, our supply chain and the aluminum industry as a whole. The ultimate impact of these and other new
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tariffs are uncertain and will depend on various factors, including whether such tariffs are ultimately implemented, the timing
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We are continuing to assess the full implications of these and other tariffs for the global aluminum market and the impact
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they are likely to have on our business, and are considering ways in which we may mitigate potentially unfavorable impacts.
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There is no assurance, however, that we will be successful in mitigating the effects on us of increased trade regulation in the
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costs could be significantly impacted during times of economic and political instability, and excessive inflation.We are a
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to our customers, could have a material adverse effect on our business, financial condition, and results of operations and cash
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effects of fluctuations in raw material prices, including aluminum, due to this time lag. Further, although most of our contracts
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allow us to substantially pass through aluminum prices to our customers, we have certain contracts that are based on fixed
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pricing, where pass-through is not available. Similarly, in certain contracts we may have ineffective pass-through mechanisms
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of such events, which can adversely impact our operations and financial condition, may be exacerbated by climate change. In
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legal and regulatory environment with respect to ESG and climate change matters which are subject to changes in governmental
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You should carefully consider the risks and uncertainties described below and the other information in this Annual Report. Our
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You should carefully consider the risks and uncertainties described below and the other information in this Annual
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business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and
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materialize, the Company’s business, financial condition or results of operations could be adversely affected, potentially in a
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We are engaged in a highly competitive industry and compete in the production and sale of aluminum rolled and extruded
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We are engaged in a highly competitive industry and compete in the production and sale of aluminum rolled and
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products with a number of other producers, some of which are larger and have greater financial and technical resources than we
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extruded products with a number of other producers, some of which are larger and have greater financial and technical
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do. As a result, these competitors may have an advantage over us in their abilities to research and develop technology, pursue
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resources than we do. As a result, these competitors may have an advantage over us in their abilities to research and develop
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acquisitions, investments and other business opportunities, market and sell their products and services, capitalize on market
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technology, pursue acquisitions, investments and other business opportunities, market and sell their products and services,
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opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse industry or economic
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capitalize on market opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse
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conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a competitive advantage. Further,
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industry or economic conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a
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an existingor new competitor may add or build new capacity, which could increase competitive pressure in our markets. New
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competitive advantage. Further, an existing or new competitor may add or build new capacity, which could increase
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competitors could emerge within aluminum, steel, or other materials, that may seek to compete in our industry. Emerging or
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competitive pressure in our markets. New competitors could emerge within aluminum, steel, or other materials that may seek to
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transitioning markets in regions with abundant natural resources, low-cost labor and energy, and lower environmental and other
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compete in our industry. Emerging or transitioning markets in regions with abundant natural resources, low-cost labor and
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standards may pose a significant competitive threat to our business. Moreover, technological innovation is important to our
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energy, and lower environmental and other standards may pose a significant competitive threat to our business. Moreover,
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customers who require us to lead or keep pace with new innovations to address their needs. If we do not compete successfully,
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technological innovation is important to our customers who require us to lead or keep pace with new innovations to address
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our market share, sales volumes and financial position, results of operations and cash flows may be negatively impacted.
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their needs. If we do not compete successfully, our market share, sales volumes and financial position, results of operations and
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Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or lower
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Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or
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Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials, for
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Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials,
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various applications. Higher aluminum prices relative to alternative materials may make aluminum products less competitive.
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for various applications. Higher aluminum prices relative to alternative materials may make aluminum products less
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Environmental and other regulations may also make our products less competitive as compared to materials that are subject to
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competitive. Environmental and other regulations may also make our products less competitive as compared to materials that
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fewer regulations. Customers in our end-markets use and continue to evaluate the further use of alternative materials to
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are subject to less onerous regulations. Customers in our end-markets use and continue to evaluate the further use of alternative
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aluminum in order to reduce the weight and increase the efficiency of their products. The willingness of customers to accept
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materials to aluminum in order to reduce the weight and increase the efficiency of their products. The willingness of customers
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substitutions for aluminum, could materially adversely affect our financial position, results of operations and cash flows.
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to accept substitutions for aluminum could materially adversely affect our financial position, results of operations and cash
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negative impact on our operations in the past by reducing overall demand for our products, and could have a negative impact on
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negative impact on our operations in the past by reducing overall demand for our products, and could in the future have a
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We generally are subject to financial, political, economic, regulatory and business risks in connection with our global
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We are generally subject to financial, economic, regulatory and business risks in connection with our global operations,
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•uncertain social, political, regulatory, or trade conditions and instability (e.g., U.S. and other duties, taxes, tariffs,
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•uncertain social, political, regulatory, or trade conditions and instability (e.g., duties, taxes, tariffs, sanctions,
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•public health crises, epidemics and pandemics, such as COVID-19;
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•public health crises, epidemics and pandemics; and
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tensions are uncertain and unpredictable, and we may not be able to adequately foresee events that could disrupt and have a
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adequately foresee or mitigate events that could disrupt and have a negative impact on our operations.
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course of international relations and can have an adverse impact on the economy and our financial condition.
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states can affect the normal and peaceful course of international relations and can have an adverse impact on regional and
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New tariffs and other restrictive trade measures could adversely affect our business, results of operations, financial
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Shifts in international trade policies, imposition or increase of tariffs, or other restrictive trade measures could
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and duration of implementation, and the amount, scope, and nature of the tariffs, and a number of secondary and tertiary effects.
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factors, including actual implementation, the timing and duration of their implementation, and the amount, scope, and nature of
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current environment. Such tariffs might require us to reconsider or seek to renegotiate our commercial agreements with
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and policy might require us to reconsider or seek to renegotiate our commercial agreements with suppliers and customers,
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suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our
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increase the prices of our products or alter the markets into which we procure our supplies or sell our products. Any or all of
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products. Any or all of these actions could adversely affect our business, financial condition, results of operations and cash
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these actions could adversely affect our business, financial condition, results of operations and cash flows.
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under fixed price commitments or long-term contracts with suppliers which provides increased visibility on costs. However, the
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under fixed price commitments andlong-term physical supply contracts with suppliers, which provide increased visibility on
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volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects operating
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costs. However, the volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing
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costs. Fuel and utility prices are affected by factors outside our control, such as supply and demand in both local and regional
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facilities affects our operating costs. Fuel and utility prices are affected by factors outside our control, such as supply and
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markets as well as governmental regulation, imposition of taxes on energy and costs associated with CO2 emissions, which
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imposition of taxes on energy and costs associated with CO 2 emissions. We are a significant purchaser of energy and existing
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significant purchaser of energy and existing and future regulations relating to the emissions by our energy suppliers could result
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and future regulations relating to the emissions by our energy suppliers could result in materially increased energy costs for our
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we may be unable to pass through to our customers. Although we have secured a large part of our near-term natural gas and
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operations which we may be unable to pass through to our customers. Although we have secured a large part of our near-term
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electricity supply under fixed price commitments or annual or multi-year contracts with suppliers, future increases in fuel and
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natural gas and electricity supply under fixed price commitments and annual or multi-year physical supply contracts with
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utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have
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suppliers, future increases in fuel and utility prices, prolonged periods of excessive inflation, and/or disruptions in energy
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cash flows may be negatively impacted.
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negative impact on our financial condition or results of operations.
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with numerous secondary and tertiary effects.
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supply, as we have experienced, may have an adverse effect on our financial condition, results of operations and cash flows.
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"margin over metal (aluminum) price" basis, if aluminum prices or those of the alloying elements we purchase increase, we
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prices under our purchase contracts are effective and the point when we can implement corresponding changes under our sales
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the anticipated benefits of such investments.
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expectations. These factors could adversely affect our results of operations.
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and new or revised laws and regulations in this area could directly and indirectly affect us, our customers, and suppliers,
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various jurisdictions in which we operate. Our policies and processes to evaluate and manage sustainability targets and
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may adversely affect our results of operations, financial condition, and cash flows.
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and our results of operations, financial condition and cash flows could be materially adversely affected.
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covenants could result in an event of default. If we default under our indebtedness, we may not be able to borrow additional
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amounts, and our lenders could elect to declare all outstanding borrowings, plus accrued and unpaid interest, and fees, to be due
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and payable, or take other remedial actions. Some of our indebtedness is also subject to cross-default provisions, which means
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that if an event of default occurs under certain material indebtedness, such event of default could trigger an event of default
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under other indebtedness. If our debt payments were toaccelerate, we cannot be certain that our assets would be sufficient to
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repay such debt in full and, in the case of our secured indebtedness, our lenders could consequently foreclose on our pledged
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attributes, and the evaluation of deferred tax assets that requires significant judgment. Any resulting changes to our effective tax
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mandated by at least two such investors.
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under U.S. federal securities laws in foreign courts.
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utilization, the loss of sales, customers, or intellectual property, causing our business and financial results to suffer. A failure in,
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in materially increased energy costs for our operations, particularly during periods of excessive or prolonged inflation, which
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those of the alloying elements we purchase increase, we may not be able to pass on the entire increase to our customers. There
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adversely affect our results of operations.
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our results of operations, financial condition, and cash flows.
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cash flows could be materially adversely affected.
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financial condition and results of operations.
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significant judgment. Any resulting changes to our effective tax rate could materially adversely affect our financial position,
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located, and a majority of our directors and officers reside, outside the United States. It may be difficult for investors to effect
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decision dated December 13, 2017, includes the NYSE).
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information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary