美国铝业 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☑No☐ Indicate by check mark whether the registrant has 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 required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐ Accelerated filer☐Smaller reporting 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 revisedfinancial 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 overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe 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 Act). Yes☐No☑ The aggregate market value of the registrant’s voting stock held by non-affiliates at June 30, 2025 was approximately $7.6 billion, based on the closing price per shareof Common Stock on June 30, 2025 of $29.51 as reported on the New York Stock Exchange. As of February 20, 2026, there were 263,839,742 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding. Part III of this Form 10-K incorporates by reference certain information from the registrant’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholdersto be filed pursuant to Regulation 14A. TABLE OF CONTENTS Part IItem 1.Business1Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments30Item 1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46Item 6.[RESERVED]47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data74Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure140Item 9A.Controls and Procedures140Item 9B.Other Information140Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140Part IIIItem 10.Directors, Executive Officers and Corporate Governance141Item 11.Executive Compensation141Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters141Item 13.Certain Relationships and Related Transactions, and Director Independence141Item 14.Principal Accountant Fees and Services141Part IVItem 15.Exhibits and Financial Statement Schedules142Item 16.Form 10-K Summary146Signatures147 Note on Incorporation by Reference In this Form 10-K, selected items of information and data are incorporated by reference to portions of Alcoa Corporation’sDefinitive Proxy Statement for its 2026 Annual Meeting of Stockholders (Proxy Statement), which will be filed with the Securitiesand Exchange Commission within 120 days after the end of Alcoa Corporation’s fiscal year ended December 31, 2025. Unlessotherwise provided herein, any reference in this Form 10-K to disclosures in the Proxy Statement shall constitute incorporation byreference of only that specif