UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February 19~~March 2, 2026

Century Aluminum Company

(Exact Name of Registrant as Specified in Charter)


Delaware	001-34474	13-3070826
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One South Wacker Drive
Suite 1000
Chicago
Illinois			60606
(Address of Principal Executive Offices)			(Zip Code)
(312)			696-3101
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate 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. ☐

Item 24.02. ~~Results~~ Non-Reliance ofon ~~Operations~~Previously ~~and~~Issued Financial ~~Condition~~Statements or a Related Audit Report or Completed Interim Review.

~~On February 19, 2026,~~ (a)Century Aluminum Company (the "“Company"”) ~~issued~~has arecently ~~press~~changed ~~release~~the ~~announcing~~manner in which it accounts for certain assets and related asset retirement liabilities and other liabilities in connection with its ~~results~~Jamalco joint venture (the “Jamalco Production Assets”). Since its acquisition of ~~operations~~a 55% interest in Jamalco in May 2023, the Company has been accounting for ~~its~~the ~~fourth~~Jamalco ~~quarter~~Production Assets on a proportionate consolidation basis, rather than fully consolidating such assets. In future filings with the Securities and ~~full~~Exchange Commission (the “Commission”), the Company will fully consolidate the Jamalco Production Assets in its financial statements, with a related increase in noncontrolling interest (the “Accounting Change”). The Company has already reflected the Accounting Change in its unaudited financial statements for the fiscal year and three months ended December 31, 2025., Ain ~~copy~~its ofrecently ~~the~~published ~~Company’s~~earnings ~~press~~ release isincluded ~~attached~~ as ~~Exhibit~~an ~~99.1~~exhibit ~~and~~to isits ~~incorporated~~Current ~~herein~~Report byon ~~reference~~Form 8-K furnished to the Commission on February 19, 2026 (the “Q4 2025 Earnings Release”).

The Company ~~will~~is ~~hold~~making athe ~~follow-up~~Accounting ~~conference~~Change ~~call~~in onconnection ~~Thursday,~~with ~~February 19,~~a ~~2026,~~series atof ~~5:00~~comment ~~p.m.~~letters ~~Eastern~~the ~~Time.~~Company ~~The~~received ~~earnings~~from ~~call~~the ~~will~~Staff beof ~~webcast~~the ~~live~~Commission onin connection with the filing of the Company’s ~~website~~Annual Report on Form 10-K for the fiscal year ended December 31, ~~located~~2023 atand ~~www.centuryaluminum.com.~~its ~~Anyone~~Quarterly ~~interested~~Report inon ~~listening~~Form to10-Q for the ~~live~~three ~~webcast~~months ~~should~~ended ~~plan~~September to30, ~~begin~~2024, in which the ~~registration~~Staff ~~process~~commented ~~for~~on the ~~webcast~~manner atin ~~least~~which 10the ~~minutes~~Company ~~before~~has consolidated the ~~live~~Jamalco ~~call~~Production isAssets. Following ~~scheduled~~review toand ~~begin.~~assessment Aby ~~replay~~management and the Audit Committee of the ~~webcast~~Company’s ~~and~~Board ~~associated~~of ~~presentation~~Directors ~~materials~~(the ~~will~~“Audit beCommittee”), ~~archived~~the ~~and~~Company ~~available~~determined ~~for~~that ~~replay~~the ~~approximately~~change ~~two~~from ~~hours~~its ~~following~~historical method of proportionately consolidating the ~~live~~Jamalco ~~call~~Production Assets to a full consolidation basis, with a related increase in noncontrolling interest, is material to its financial statements.

The ~~information~~Accounting inChange ~~this~~does ~~Current~~not ~~Report~~have ~~and~~any ~~Exhibit~~impact ~~99.1~~on ~~attached~~Net ~~hereto~~income ~~shall~~attributable ~~not~~to beCentury ~~deemed~~Stockholders ~~“filed”~~or ~~for~~Total ~~purposes~~Century ofstockholders’ ~~Section~~equity 18for ofany ~~the~~period ~~Securities~~included ~~Exchange~~in ~~Act~~the ofAffected ~~1934,~~Financial Statements (as ~~amended~~defined (below). Moreover, the ~~“Exchange~~change ~~Act”)~~does not have any impact on any non-GAAP financial measures, orincluding ~~otherwise~~adjusted ~~subject~~EBITDA, toused by the ~~liabilities~~Company ofto ~~that~~measure ~~section~~performance, ~~nor~~generate ~~shall~~operating itplans beor ~~deemed~~make ~~incorporated~~strategic bydecisions ~~reference~~for inthe ~~any~~allocation ~~filing~~of ~~under~~capital. The ~~the~~change ~~Securities~~also ~~Act~~does ofnot ~~1933,~~impact asany ~~amended,~~covenant orcompliance matters under the ~~Exchange~~Company’s ~~Act,~~debt ~~except~~instruments asor ~~expressly~~on ~~set~~compensation ~~forth~~of bythe ~~specific~~Company’s ~~reference~~employees inor ~~such~~executive ~~filing~~officers.

The change has the effect of increasing Total assets, Noncontrolling interests and Total equity for each of the periods presented in the Affected Financial Statements, and of decreasing Gross profit (by less than 10% in each of the periods presented) due to increased depreciation and amortization expense related to 100% of the Jamalco Production Assets. See the tables below for a summary of the principal impacts to the Affected Financials Statements of the Accounting Change:

The principal effects of the corrections described above on the Company’s Consolidated Statements of Operations were as follows:




($ in millions)	Year Ended December 31, 2024
	As Previously Reported		Restatement Impacts		As Restated





Gross profit	$	185.0	$	(13.0)	$	172.0















Net loss attributable to noncontrolling interests	(16.1)		(14.0)		(30.1)
Net income attributable to Century stockholders	336.8		—		336.8




	Year Ended December 31, 2023
($ in millions)	As Previously Reported		Restatement Impacts		As Restated





Gross profit	$	91.9	$	(4.3)	$	87.6















Net loss attributable to noncontrolling interests	(9.2)		(4.3)		(13.5)
Net loss attributable to Century stockholders	(43.1)		—		(43.1)

The principal effects of the corrections described above on the Company's Consolidated Balance Sheets were as follows:




	Year Ended December 31, 2024
($ in millions)	As Previously Reported		Restatement Impacts		As Restated










Total current assets	$	802.8	$	8.1	$	810.9



Total assets	1,939.4		180.6		2,120.0

























Noncontrolling interests	(31.7)		142.7		111.0
Total equity	662.7		142.7		805.4


	Year Ended December 31, 2023
($ in millions)	As Previously Reported		Restatement Impacts		As Restated










Total current assets	$	767.1	$	—	$	767.1



Total assets	1,846.5		182.3		2,028.8


























Noncontrolling interests	(11.5)		159.1		147.6
Total equity	344.1		159.1		503.2

For additional information related to the impact of the Accounting Change, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), to be filed with the Commission substantially concurrently with this Current Report on Form 8-K.

As noted above, the Company’s recently published Q4 2025 Earnings Release presents the Company’s unaudited financial statements for the fiscal year and three months ended December 31, 2025, reflecting the Accounting Change.

In light of the above summary, and based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin 99: Materiality, the Company’s management and the Audit Committee initially concluded that the above-described change was immaterial. On March 2, 2026, following receipt of a further comment letter in which the Staff informed the Company that it disagreed with the Company’s materiality conclusion, the Audit Committee, after discussions with senior management and the Company’s independent registered public accountants, concluded that the Company’s previously issued consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2024, and as of and for the interim periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 (the “Affected Financial Statements”) should no longer be relied upon as a result of the change in accounting for the Jamalco Production Assets described above and that the Affected Financial Statements should be restated.

The above-described changes are expected to be corrected in the restatement of the Affected Financial Statements to be included in the 2025 Form 10-K. The Company expects to report a material weakness in internal controls over financial reporting in connection with the restatement of the Affected Financial Statements.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02(a) with the Company’s independent registered public accountants.

The Q4 2025 Earnings Release referred to above is not “filed” with this Current Report on Form 8-K, shall not be deemed incorporated by reference in this Current Report on Form 8-K or in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing, and shall not be deemed to be so filed or incorporated by reference for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated February 19, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY ALUMINUM COMPANY

Date:

~~February~~March 193, 2026

By:

/s/ PETER TRPKOVSKI

Name:

Peter Trpkovski

Title:

Executive Vice President and Chief Financial Officer(Principal Financial Officer)

Filing Compare · CENTURY ALUMINUM CO