CENTURY ALUMINUM CO 8-K

What Happened
Century Aluminum Company (CENX) announced in an 8-K (Item 4.02) that it changed how it accounts for the Jamalco production assets of its Jamalco joint venture. Since its May 2023 acquisition of a 55% interest, the company had been using proportionate consolidation; it will now fully consolidate the Jamalco Production Assets (with a related increase in noncontrolling interest). Management initially judged the change immaterial, but after the SEC staff disagreed, the Audit Committee concluded on March 2, 2026 that previously issued consolidated financial statements for 2023, 2024 and interim periods in 2024–2025 should no longer be relied upon and will be restated in the company’s 2025 Form 10-K. The company also expects to report a material weakness in internal control over financial reporting in connection with the restatement.

Key Details

• The accounting change is reflected in the company’s unaudited FY and Q4 2025 results included in its Feb. 19, 2026 earnings release; the full restatement will appear in the 2025 Form 10‑K.
• Income statement effects: 2024 gross profit reduced by $13.0M (from $185.0M to $172.0M); 2023 gross profit reduced by $4.3M (from $91.9M to $87.6M). Gross profit reductions are less than 10% in each period presented, driven by higher depreciation/amortization from consolidating 100% of Jamalco assets.
• Balance sheet effects (year-end 2024): Total assets increased by $180.6M (to $2,120.0M); noncontrolling interests increased by $142.7M (from a $(31.7)M presentation to $111.0M); total equity increased by $142.7M (to $805.4M). Comparable 2023 asset and equity increases are also reported.
• The change does not affect net income attributable to Century stockholders for the periods shown, nor does it affect non‑GAAP measures such as adjusted EBITDA, debt covenant compliance, or executive/employee compensation, per the filing.

Why It Matters
For investors, this 8-K signals a formal restatement of previously issued financials and an expected material weakness in controls — both can affect investor confidence and require attention to the restated 2025 Form 10‑K when filed. Although net income for Century equity holders and key performance metrics like adjusted EBITDA are unchanged per the filing, the balance sheet and noncontrolling interest presentation materially change, and previously issued quarterly and annual reports for 2023–2025 should not be relied upon until restated.