Constellium SE-A 2024年度报告

FORM10-K (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to __________Commission file number:001-35931Constellium SE (Exact name of registrant as specified in its charter) Not Applicable (I.R.S.EmployerIdentificationNo.) 300 East Lombard Street,Suite 1710Baltimore,MD21202(Zip Code)(Addressofprincipalexecutiveoffice (US))(443)420-7861(Registrant'stelephonenumber,includingareacode)Securities registered pursuant to section 12(b) of the Act Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yesx No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section13orSection15(d) of the Act. Yes☐NoxIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. xYes☐NoIndicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). xYes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany", and"emerging growth company" in Rule 12b-2 of the Exchange Act.Large accelerated filerxAccelerated filer☐ If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.xIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes xNoThe aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant as of the last business day of theregistrant’s most recently completedsecond fiscal quarter(June 30, 2024)was approximately$2.7billion.The number ofissued and outstandingordinary shares of the registrant onDecember 31, 2024, was146,819,884and143,523,308shares,respectively. Explanatory Note Constellium SE, a company organized under the laws of France("Constellium SE"or "the Company", and when referredto together with its subsidiaries, "the Group"or "Constellium"), qualifies as a foreign private issuer, as determined by Rule3b-4(c) under the Securities Exchange Act of 1934 (the "Exchange Act"). Although, as a foreign private issuer, Constellium SEis not required to do so, beginning in 2025, Constellium SE has voluntarily elected to file annual reports on Form 10-K,quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission ("SEC")instead of filing the reporting forms available to foreign private issuers. As a foreign private issuer, Constellium SE is exempt from the proxy solicitation rules under Section 14 of the ExchangeAct and Regulation FD, and its executive officers, directors, and principal shareholders are not subject to the reporting andshort-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, Constellium SE intends tovoluntarily file a proxy statement for its annual general meeting with its shareholders ("Annual General Meeting") prepared inaccordance with applicable French requirements and voluntarily include certain disclosures required pursuant to Schedule 14Aof the Exchange Act. As Constellium SE’s proxy statement is not required to be filed pursuant to Regulation 14A, ConstelliumSE may not incorporate by reference information required by Item 11 of this Form 10-K from its proxy statement