The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

Other Events. Concurrently with the completion of the Notes Offering, the Company terminated all remaining outstanding commitments in respect of the senior unsecured 364-day bridge term loan credit facility entered into in connection with the Acquisition.

Entry into a Material Definitive Agreement. On September 23, 2026, Alumina Pty Ltd (ABN 85 004 820 419) (the “2034 Notes Issuer”), a wholly-owned subsidiary of Alcoa Corporation (the “Company”), completed an offering (the “2034 Notes Offering”) of $1,500,000,000 aggregate principal amount of 6.625% senior notes due 2034 (the “2034 Notes”) and Alcoa Nederland Holding B.V. (the “2036 Notes Issuer” and, together with the 2034 Notes Issuer, each an “Issuer” and, together, the “Issuers”), a wholly…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

The Issuers intend to use the net proceeds of the proposed issuance of the Notes, together with cash on hand, to fund the approximately $3.1 billion cash portion of the consideration for the previously announced proposed acquisition by the Company (the “Acquisition”) of South32 Limited’s (“South32”) interests in certain bauxite, alumina and aluminum smelter operations (“AliGroup”) pursuant to the Umbrella Implementation Deed, dated as of June 30, 2026, and to pay related fees and expenses. To…

Other Events. On September 9, 2026, Alcoa Corporation (the “Company”) issued a press release announcing the pricing of the previously announced offering of $2,600,000,000 aggregate principal amount of senior notes consisting of $1,500,000,000 aggregate principal amount of 6.625% Senior Notes due 2034 to be issued by Alumina Pty Ltd (ABN 85 004 820 419) and $1,100,000,000 aggregate principal amount of 6.875% Senior Notes due 2036 to be issued by Alcoa Nederland Holding B.V., each a wholly-owne…

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

Other Events. Debt Financing In connection with entering into the Deed, on June 30, 2026, Alcoa entered into a commitment letter (the “ Bridge Commitment Letter ”) with Goldman Sachs Bank USA (the “ Commitment Party ”), pursuant to which the Commitment Party has agreed, subject to the terms and conditions set forth therein, to provide Alcoa with certain committed financing in order to fund all or a portion of the cash consideration payable at the closing of the Transaction pursuant to the Dee…

Entry into a Material Definitive Agreement. On June 30, 2026, Alcoa Corporation (“ Alcoa ”, or the “ Company ”) entered into an Umbrella Implementation Deed, (the “ Deed ”), dated as of June 30, 2026, to acquire South32 Limited’s (“ South32 ”) interests in bauxite mine, alumina refinery and aluminum smelter operations (the “ Sale Businesses ”). Pursuant to the Deed, and subject to the terms and conditions set forth therein, certain subsidiaries of Alcoa will purchase from certain subsidiaries…

The filing describes an amendment to the company's compensation plan, not a management change.

Entry into a Material Definitive Agreement. On May 4, 2026, Alcoa Corporation (the “Company”), Alcoa Nederland Holding B.V., a wholly owned subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company, entered into Amendment No. 3 (“Amendment No. 3”) to the Revolving Credit Agreement, dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, as amended and restated as of November 21, 2018, as amended as of August…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under “

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

Costs Associated with Exit or Disposal Activities. On September 29, 2025, Alcoa Corporation (“Alcoa” or the “Company”) approved the permanent closure of the Company’s Kwinana alumina refinery (the “Refinery”) located in Western Australia, effective immediately. The Refinery has been fully curtailed since June 2024. The Refinery has an annual nameplate capacity of 2.2 million metric tons. The Company’s decision to permanently close the Refinery was made based on a variety of factors, including…

Cautionary Statement on Forward-Looking Statements This Current Report on Form 8-K contains statements that relate to future events and expectations, including those relating to the permanent closure of the Refinery and associated demolition and remediation activities and the Company’s expectations regarding the timing of the closure activities and types and estimates of associated charges, costs and financial impact, and as such constitute forward-looking statements within the meaning of the…

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

Other Events. On July 1, 2025, Alcoa Corporation (“Alcoa” or the “Company”) issued a press release announcing the closing of the Company's sale of its full ownership interest of 25.1% in the Ma’aden joint venture to Saudi Arabian Mining Company (“Ma’aden”), pursuant to a binding share purchase and subscription agreement (the “Agreement”). Alcoa received proceeds of approximately 86 million shares of Ma’aden (valued at approximately $1.2 billion) and $150 million in cash (to be used primarily…

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…

Other Events. On April 1, 2025, Alcoa Corporation (the “Company”) issued a press release announcing the entry into a joint venture agreement with IGNIS Equity Holdings, SL to support the continued operation of the Company’s San Ciprián complex in Spain. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On March 17, 2025, Alumina Pty Ltd (ABN 85 004 820 419) (the “Issuer”), a wholly-owned subsidiary of Alcoa Corporation (the “Company”), completed an offering (the “Offering”) of $500,000,000 aggregate principal amount of 6.125% senior notes due 2030 (the “2030 notes”), and $500,000,000 aggregate principal amount of 6.375% senior notes due 2032 (the “2032 notes” and together with the 2030 notes, the “notes”). The notes were issued pursuant to an inde…

Director — Steven W. Williams: The filing discloses a director's decision not to stand for re-election at the annual meeting, which is a routine board composition change rather than a sudden executive departure.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in suc…