# Constellium (CSTM) 10-Q SEC filing - Q2 FY2026

- Filed: Jul 29, 2026, 12:06 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001563411-26-000192
- OpenCapital page: https://www.opencapital.sh/filings/0001563411-26-000192
- Markdown URL: https://www.opencapital.sh/filings/0001563411-26-000192.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/0001563411-26-000192-index.htm

## Filing documents

- [10-Q (cstm-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/cstm-20260630.htm)
- [EX-31.1 (a2606_ex311ceo302certifica.htm)](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex311ceo302certifica.htm)
- [EX-31.2 (a2606_ex312cfo302certifica.htm)](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex312cfo302certifica.htm)
- [EX-32.1 (a2606_ex321ceo906certifica.htm)](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex321ceo906certifica.htm)
- [EX-32.2 (a2606_ex322cfo906certifica.htm)](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex322cfo906certifica.htm)

---

## 10-Q

SEC source: [cstm-20260630.htm](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/cstm-20260630.htm)

-1-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-35931

Constellium SE

(Exact name of registrant as specified in its charter)

|  |  |  |  |
| --- | --- | --- | --- |
| France |  |  | 98-0667516 |
| (State or other jurisdiction of incorporation or organization) |  |  | (I.R.S. Employer Identification No.) |
|  |  | 300 East Lombard Street, Suite 1710 |  |
|  |  | MD |  |
|  |  | 21202 |  |
|  |  | (Zip Code) |  |
| (Address of principal executive office (US)) |  |  |  |
|  |  | 420-7861 |  |
| (Registrant's telephone number, including area code) |  |  |  |
| Securities registered pursuant to section 12(b) of the Act |  |  |  |
| Title of each class | Trading Symbol(s) |  | Name of each exchange on which registered |
| Ordinary Shares | CSTM |  | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: None

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 the preceding 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 past 90 days. ☑ Yes ☐ No

Indicate 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 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 emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and

"emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

The number of outstanding ordinary shares of the registrant on June 30, 2026, was 135,527,728 shares.

-i-

Constellium SE (“Constellium SE” or “the Company”, and when referred to together with its subsidiaries, “the Group” or

“Constellium”), is a corporation organized under the laws of France.

Constellium SE’s I.R.S. Employer Identification Number is: 98-0667516. The Group’s U.S. assets are held by

Constellium US Holdings I, LLC, a wholly owned subsidiary of Constellium SE. The I.R.S. Employer Identification Number of

Constellium US Holdings I, LLC is: 27-4126819.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995. You can identify certain forward-looking statements because they contain words such as, but not limited to, “anticipates,”

“believes,” “could,” ”estimates,” “expects,” “forecasts,” “intends,” “likely,” “may,” “plans,” “should,” “targets,” “will,” or

“would,” and similar expressions (or the negative of these terminologies or expressions). Forward-looking statements do not

relate strictly to historical or current facts and reflect management’s current assumptions, beliefs, expectations, objectives, plans

and projections about the future, including with respect to our business, results of operations and financial condition.

Accordingly, forward-looking statements are subject to uncertainties, risks and changes that are difficult to predict and many of

which are outside of our control. Such factors include, but are not limited to: market competition; global or regional economic

downturns or adverse changes in industry-specific conditions, including the impacts of tax and tariff programs, inflation,

foreign currency exchange, and industry consolidation; disruption to business operations; natural disasters, including severe

flooding and other weather-related events; geopolitical tensions and conflicts, including the ongoing conflict between Russia

and Ukraine and the ongoing conflict involving the United States, Israel and Iran; the inability to meet customer demand and

quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive

inflation; potential capacity constraints or lack of effectiveness of our hedging policy activities; the loss of key employees;

levels of indebtedness that could limit our operating flexibility and opportunities; as well as the risk factors set forth in the

Company’s (as defined below) Annual Report on Form 10-K for the year ended December 31, 2025. If underlying assumptions

prove inaccurate, or known or unknown risks or uncertainties materialize, actual results could vary materially from expectations

expressed or implied in the forward-looking statements. Investors are cautioned not to place undue reliance on any such

forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-

looking statement, whether because of new information, future events or otherwise, except as required by law.

-ii-

TABLE OF CONTENTS

| PART 1 |  |  | Page |
| --- | --- | --- | --- |
| Item 1. | Financial Statements |  | 1 |
|  |  | Consolidated Income Statements (unaudited) | 1 |
|  |  | Consolidated Statements of Comprehensive Income (unaudited) | 2 |
|  |  | Consolidated Balance Sheets (unaudited) | 3 |
|  |  | Consolidated Statements of Changes in Equity (unaudited) | 4 |
|  |  | Consolidated Statements of Cash Flows (unaudited) | 6 |
|  |  | Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 7 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 26 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |  | 38 |
| Item 4. | Controls and Procedures |  | 38 |
| PART II |  |  |  |
| Item 1. | Legal Proceedings |  | 39 |
| Item 1A. | Risk Factors |  | 39 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |  | 39 |
| Item 3. | Defaults Upon Senior Securities |  | 39 |
| Item 4. | Mine Safety Disclosures |  | 39 |
| Item 5. | Other Information |  | 39 |
| Item 6. | Exhibits |  | 40 |
| SIGNATURES |  |  | 41 |

-1-

PART I

## Item 1. Financial Statements

CONSOLIDATED INCOME STATEMENTS (unaudited)

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Revenue | 2 | 2,748 | 2,103 | 5,209 | 4,082 |
| Cost of sales (excluding depreciation and amortization) |  | (2,268) | (1,840) | (4,309) | (3,556) |
| Depreciation and amortization |  | (84) | (82) | (167) | (160) |
| Selling and administrative expenses |  | (101) | (88) | (198) | (166) |
| Research and development expenses |  | (14) | (12) | (27) | (25) |
| Other gains and losses – net | 4 | (39) | 4 | 34 | (1) |
| Finance costs – net | 5 | (28) | (29) | (56) | (56) |
| Income before tax |  | 214 | 56 | 486 | 118 |
| Income tax expense | 6 | (66) | (20) | (142) | (44) |
| Net income |  | 148 | 36 | 344 | 74 |
| Attributable to: |  |  |  |  |  |
| Equity holders of Constellium SE |  | 146 | 36 | 345 | 73 |
| Non-controlling interests |  | 2 | — | (1) | 1 |
| Net income |  | 148 | 36 | 344 | 74 |

| Earnings per share attributable to the equity holders of Constellium SE(in U.S. dollars) |  |
| --- | --- |
| Basic | 0.51 |
| Diluted | 0.51 |

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

-2-

### CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Net income |  | 148 | 36 | 344 | 74 |
| Other comprehensive (loss) / income |  |  |  |  |  |
| Net change in post-employment benefit obligations |  | (4) | — | (9) | (3) |
| Income tax on net change in post-employment benefit obligations |  | — | (1) | 1 | — |
| Net change in cash flow hedges | 12 | (3) | 25 | (11) | 37 |
| Income tax on cash flow hedges |  | 1 | (7) | 3 | (10) |
| Currency translation adjustments |  | (1) | 11 | (6) | 15 |
| Other comprehensive (loss) / income |  | (7) | 28 | (22) | 39 |
| Total comprehensive income |  | 141 | 64 | 322 | 113 |
| Attributable to: |  |  |  |  |  |
| Equity holders of Constellium SE |  | 139 | 63 | 323 | 111 |
| Non-controlling interests |  | 2 | 1 | (1) | 2 |
| Total comprehensive income |  | 141 | 64 | 322 | 113 |

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

-3-

### CONSOLIDATED BALANCE SHEETS (unaudited)

| (in millions of U.S. dollars) except share data and as otherwise stated | Notes | At June 30, 2026 | At December 31, 2025 |
| --- | --- | --- | --- |
| Assets |  |  |  |
| Current assets |  |  |  |
| Cash and cash equivalents |  | 163 | 120 |
| Trade receivables and other, net | 8 | 1,167 | 723 |
| Inventories | 9 | 1,877 | 1,407 |
| Fair value of derivative instruments and other financial assets |  | 66 | 72 |
| Total current assets |  | 3,273 | 2,322 |
| Non-current assets |  |  |  |
| Property, plant and equipment, net |  | 2,481 | 2,585 |
| Goodwill |  | 46 | 47 |
| Intangible assets, net |  | 82 | 88 |
| Deferred tax assets |  | 153 | 270 |
| Trade receivables and other, net | 8 | 33 | 31 |
| Fair value of derivative instruments | 12 | 2 | 11 |
| Total non-current assets |  | 2,797 | 3,032 |
| Total assets |  | 6,070 | 5,354 |
| Liabilities |  |  |  |
| Current liabilities |  |  |  |
| Trade payables and other | 10 | 2,104 | 1,674 |
| Current portion of long-term debt | 11 | 42 | 39 |
| Fair value of derivative instruments | 12 | 74 | 18 |
| Income tax payable |  | 24 | 18 |
| Pension and other benefit obligations |  | 23 | 24 |
| Provisions | 14 | 23 | 25 |
| Total current liabilities |  | 2,290 | 1,798 |
| Non-current liabilities |  |  |  |
| Trade payables and other | 10 | 162 | 163 |
| Long-term debt | 11 | 1,881 | 1,905 |
| Fair value of derivative instruments | 12 | 4 | 3 |
| Pension and other benefit obligations |  | 327 | 338 |
| Provisions | 14 | 92 | 106 |
| Deferred tax liabilities |  | 60 | 70 |
| Total non-current liabilities |  | 2,526 | 2,585 |
| Total liabilities |  | 4,816 | 4,383 |
| Commitments and contingencies | 14 |  |  |
| Shareholders' equity |  |  |  |
| Ordinary shares, par value €0.02, 146,819,884 shares issued at June 30, 2026 and at December 31, 2025; 135,527,728 and 135,424,702 shares outstanding at June 30, 2026 and at December 31, 2025, respectively |  | 4 | 4 |
| Additional paid in capital |  | 712 | 693 |
| Accumulated other comprehensive income | 15 | 34 | 54 |
| Retained earnings |  | 673 | 354 |
| Treasury shares 11,292,156 at June 30, 2026 and 11,395,182 at December 31, 2025 |  | (177) | (153) |
| Equity attributable to equity holders of Constellium SE |  | 1,246 | 952 |
| Non-controlling interests |  | 8 | 19 |
| Total equity |  | 1,254 | 971 |
| Total equity and liabilities |  | 6,070 | 5,354 |

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

-4-

### CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

| in millions of U.S. dollars, except share amounts | Ordinary shares outstanding | Ordinary shares | Treasury shares | Accumulated other comprehensive income / (loss) | Additional paid in capital | Retained earnings | Non-controlling interests | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At January 1, 2026 | 135,424,702 | 4 | (153) | 54 | 693 | 354 | 19 | 971 |
| Net income | — | — | — | — | — | 199 | (3) | 196 |
| Other comprehensive income | — | — | — | (15) | — | — | — | (15) |
| Total comprehensive income | — | — | — | (15) | — | 199 | (3) | 181 |
| Share-based compensation | — | — | — | — | 11 | — | — | 11 |
| Repurchase of ordinary shares | (1,152,075) | — | (28) | — | — | — | — | (28) |
| Allocation of treasury shares to share-based compensation plan vested | 1,877,823 | — | 24 | — | — | (24) | — | — |
| Transactions with non-controlling interests | — | — | — | — | — | — | (3) | (3) |
| At March 31, 2026 | 136,150,450 | 4 | (157) | 39 | 704 | 529 | 13 | 1,132 |
| Net income | — | — | — | — | — | 146 | 2 | 148 |
| Other comprehensive loss | — | — | — | (7) | — | — | — | (7) |
| Total comprehensive (loss) / income | — | — | — | (7) | — | 146 | 2 | 141 |
| Share-based compensation | — | — | — | — | 8 | — | — | 8 |
| Repurchase of ordinary shares | (622,722) | — | (20) | — | — | — | — | (20) |
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — |
| Other | — | — | — | 2 | — | (2) | (3) | (3) |
| Transactions with non-controlling interests | — | — | — | — | — | — | (4) | (4) |
| At June 30, 2026 | 135,527,728 | 4 | (177) | 34 | 712 | 673 | 8 | 1,254 |

-5-

| in millions of U.S. dollars, except share amounts | Ordinary shares outstanding | Ordinary shares | Treasury shares | Accumulated other comprehensive income / (loss) | Additional paid in capital | Retained earnings | Non-controlling interests | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At January 1, 2025 | 143,523,308 | 4 | (51) | (14) | 674 | 93 | 21 | 727 |
| Net income | — | — | — | — | — | 37 | 1 | 38 |
| Other comprehensive loss | — | — | — | 11 | — | — | — | 11 |
| Total comprehensive (loss) / income | — | — | — | 11 | — | 37 | 1 | 49 |
| Share-based compensation | — | — | — | — | 6 | — | — | 6 |
| Repurchase of ordinary shares | (1,421,058) | — | (15) | — | — | — | — | (15) |
| Allocation of treasury shares to share-based compensation plan vested | 815,749 | — | 12 | — | — | (12) | — | — |
| Other | — | — | — | 2 | — | (2) | — | — |
| Transactions with non-controlling interests | — | — | — | — | — | — | (2) | (2) |
| At March 31, 2025 | 142,917,999 | 4 | (54) | (1) | 680 | 116 | 20 | 765 |
| Net income | — | — | — | — | — | 36 | — | 36 |
| Other comprehensive income | — | — | — | 27 | — | — | 1 | 28 |
| Total comprehensive income | — | — | — | 27 | — | 36 | 1 | 64 |
| Share-based compensation | — | — | — | — | 7 | — | — | 7 |
| Repurchase of ordinary shares | (3,378,976) | — | (35) | — | — | — | — | (35) |
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — |
| Other | — | — | — | — | — | — | — | — |
| Transactions with non-controlling interests | — | — | — | — | — | — | (2) | (2) |
| At June 30, 2025 | 139,539,023 | 4 | (89) | 26 | 687 | 152 | 19 | 799 |

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

-6-

### CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Net income |  | 148 | 36 | 344 | 74 |
| Adjustments |  |  |  |  |  |
| Depreciation and amortization | 3 | 84 | 82 | 167 | 160 |
| Impairment of assets | 3 | (1) | — | 3 | — |
| Pension and other long-term benefits |  | 5 | 2 | 7 | 4 |
| Finance costs - net | 5 | 28 | 29 | 56 | 56 |
| Income tax expense |  | 66 | 20 | 142 | 44 |
| Unrealized losses / (gains) on derivatives - net and from remeasurement of monetary assets and liabilities - net |  | 102 | (35) | 59 | (24) |
| Losses on disposal | 4 | 1 | 1 | 1 | 1 |
| Other - net |  | 14 | 11 | 32 | 22 |
| Changes in working capital |  |  |  |  |  |
| Inventories |  | (216) | 4 | (495) | (65) |
| Trade receivables |  | (169) | 12 | (418) | (261) |
| Trade payables |  | 154 | (38) | 480 | 241 |
| Other |  | 12 | 23 | (24) | 5 |
| Change in provisions |  | (15) | (1) | (13) | (2) |
| Pension and other long-term benefits paid |  | (11) | (12) | (25) | (25) |
| Interest paid |  | (21) | (24) | (50) | (53) |
| Income tax paid |  | (20) | 4 | (32) | (5) |
| Net cash flows from operating activities |  | 161 | 114 | 234 | 172 |
| Purchases of property, plant and equipment | 3 | (77) | (77) | (149) | (146) |
| Property, plant and equipment inflows | 3 | 6 | 4 | 10 | 12 |
| Collection of deferred purchase price receivable | 8 | — | — | — | 2 |
| Proceeds from disposals, net of cash |  | 2 | — | 2 | — |
| Other investing activities |  | — | 1 | — | 1 |
| Net cash flows used in investing activities |  | (69) | (72) | (137) | (131) |
| Repurchase of ordinary shares |  | (20) | (35) | (48) | (50) |
| Repayments of long-term debt |  | (1) | (2) | (2) | (3) |
| Net change in revolving credit facilities and short-term debt |  | (46) | 23 | 4 | 28 |
| Finance lease repayments |  | (2) | (1) | (4) | (3) |
| Transactions with non-controlling interests |  | (2) | (2) | (6) | (4) |
| Other financing activities |  | — | (19) | 5 | (30) |
| Net cash flows used in financing activities |  | (71) | (36) | (51) | (62) |
| Net increase / (decrease) in cash and cash equivalents |  | 21 | 6 | 46 | (21) |
| Cash and cash equivalents - beginning of period |  | 143 | 118 | 120 | 141 |
| Net increase / (decrease) in cash and cash equivalents |  | 21 | 6 | 46 | (21) |
| Effect of exchange rate changes on cash and cash equivalents |  | (1) | 9 | (3) | 13 |
| Cash and cash equivalents - end of period |  | 163 | 133 | 163 | 133 |

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

-7-

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

### NOTE 1 - BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty

rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and

general industrial end-markets. At June 30, 2026, the Group operated 23 manufacturing facilities, 3 R&D centers and 3

administrative centers. The Group has approximately 11,500 employees.

Unless the context indicates otherwise, when we refer to “we,” “our,” “us,” “Constellium,” the “Group” and the

“Company” in this document, we are referring to Constellium SE and its subsidiaries, and when we refer to “Constellium SE”,

we are referring to Constellium SE on a standalone basis.

Basis of presentation and principles of consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of

Constellium SE and its controlled subsidiaries. All intercompany transactions and balances are eliminated.

The accompanying unaudited interim condensed consolidated financial statements have been prepared by Constellium in

accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and

Exchange Commission (“SEC”) applicable for interim periods and, therefore, do not include all information and footnotes

required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal

recurring adjustments) considered necessary for a fair statement of its financial position at June 30, 2026, results of operations

and cash flows for the three-month and six-month periods ended June 30, 2026 and 2025 have been included. The

accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s

audited consolidated financial statements and accompanying notes in its Annual Report on Form 10-K for the year ended

December 31, 2025 (“Annual Report”). The results of operations for our interim periods are not necessarily indicative of the

results of operations that may be achieved for the entire 2026 fiscal year.

Use of estimates and assumptions

The preparation of the Group’s consolidated financial statements in accordance with U.S. GAAP requires management to

make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and

the accompanying disclosures, and the disclosure of contingent liabilities. The principal areas of judgment relate to:

(1) impairment of assets; (2) actuarial assumptions related to pension and other postretirement benefit plans; (3) tax

uncertainties and valuation allowances; and (4) assessment of loss contingencies, including environmental and litigation

liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and

circumstances, giving consideration to previous experience. Future events and their effects cannot be predicted with certainty,

and, accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation

of our consolidated financial statements may change as new events occur, more experience is acquired, additional information

is obtained, and our operating environment changes. The Group continuously reviews its significant assumptions and estimates

in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential direct and

indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will materialize or

that actual results will not differ materially from estimates.

Recently adopted and recently issued accounting guidance

In May 2026, the Financial Accounting Standards Board (“FASB”) issued ASU 2026-02 Environmental Credits and

Environmental Credit Obligations (Topic 818) which establishes requirements on how to recognize, measure, present and

disclose environmental credits and environmental credit obligations. The guidance applies to all entities that buy, receive or

internally generate environmental credits they intend to sell, trade or distribute. It also applies to entities that use such credits

for compliance or voluntary purposes (e.g., for use in carbon-neutral or net-zero initiatives). The standard is effective for

interim periods within fiscal years beginning after December 15, 2027. The guidance must be applied retrospectively by

recognizing a cumulative effect adjustment to retained earnings at the date of initial application. Early adoption is permitted.

The Group plans to adopt these and new standards, amendments and interpretations, as disclosed in our Annual Report,

on their required effective dates and does not expect any material impact on its financial position, results of operations and cash

flows as a result of their adoption.

-8-

### NOTE 2 - REVENUE

In the following table, revenue is disaggregated by product line. See Note 3 - Segment information herein for additional

disclosures of revenue disaggregated by operating segments.

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Aerospace rolled products | 350 | 267 | 679 | 534 |
| Transportation, industry, defense and other rolled products | 288 | 200 | 543 | 368 |
| Packaging rolled products | 1,188 | 912 | 2,234 | 1,780 |
| Automotive rolled products | 454 | 295 | 857 | 586 |
| Specialty and other thin-rolled products | 31 | 26 | 56 | 50 |
| Automotive extruded products | 266 | 249 | 528 | 483 |
| Other extruded products | 171 | 154 | 312 | 281 |
| Total revenue | 2,748 | 2,103 | 5,209 | 4,082 |

Revenue is recognized at a point in time, except for certain products with no alternative use for which we have a right to

payment, which represents less than 1% of total revenue.

-9-

### NOTE 3 - SEGMENT INFORMATION

Constellium has three reportable business segments - Aerospace & Transportation (“A&T”), Packaging & Automotive

Rolled Products (“P&ARP”) and Automotive Structures & Industry (“AS&I”).

3.1 Revenue, Costs and Segment Adjusted EBITDA

| (in millions of U.S. dollars) | Three months ended June 30, 2026 / A&T | Three months ended June 30, 2026 / P&ARP | Three months ended June 30, 2026 / AS&I | Three months ended June 30, 2026 / H&C (B) | Three months ended June 30, 2025 / A&T | Three months ended June 30, 2025 / P&ARP | Three months ended June 30, 2025 / AS&I | Three months ended June 30, 2025 / H&C (B) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Segment revenue | 680 | 1,680 | 458 | 2 | 492 | 1,235 | 421 | 1 |
| Inter-segment elimination | (44) | (7) | (21) | — | (26) | (3) | (18) | — |
| External revenue | 636 | 1,673 | 437 | 2 | 466 | 1,232 | 404 | 1 |
| Cost of metal | (310) | (1,221) | (270) | 1 | (203) | (895) | (248) | 2 |
| Production costs | (162) | (254) | (114) | (2) | (151) | (234) | (114) | (2) |
| Other segment expenses (A) | (29) | (33) | (27) | (17) | (27) | (29) | (24) | (12) |
| Segment Adjusted EBITDA | 135 | 165 | 26 | (16) | 84 | 74 | 18 | (12) |

| (in millions of U.S. dollars) | Six months ended June 30, 2026 / A&T | Six months ended June 30, 2026 / P&ARP | Six months ended June 30, 2026 / AS&I | Six months ended June 30, 2026 / H&C (B) | Six months ended June 30, 2025 / A&T | Six months ended June 30, 2025 / P&ARP | Six months ended June 30, 2025 / AS&I | Six months ended June 30, 2025 / H&C (B) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Segment revenue | 1,289 | 3,157 | 873 | 3 | 960 | 2,422 | 802 | 2 |
| Inter-segment elimination | (70) | (10) | (33) | — | (60) | (6) | (38) | — |
| External revenue | 1,219 | 3,147 | 840 | 3 | 900 | 2,416 | 764 | 2 |
| Cost of metal | (590) | (2,260) | (507) | 3 | (388) | (1,753) | (462) | 3 |
| Production costs | (335) | (508) | (231) | (3) | (296) | (474) | (221) | (4) |
| Other segment expenses (A) | (56) | (62) | (53) | (35) | (50) | (54) | (47) | (24) |
| Segment Adjusted EBITDA | 238 | 317 | 49 | (32) | 165 | 135 | 34 | (23) |

(A) Other segment expenses primarily include selling and general administrative expenses and research and development expenses.

(B) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

3.2 Reconciliation of Segment Adjusted EBITDA to Net Income

Constellium’s chief operating decision-maker measures the profitability and financial performance of its operating

segments based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as income / (loss) from continuing

operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation, amortization as

adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange

differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, non-

operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain

purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain

incremental costs and other exceptional, unusual or generally non-recurring items.

-10-

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| A&T |  | 135 | 84 | 238 | 165 |
| P&ARP |  | 165 | 74 | 317 | 135 |
| AS&I |  | 26 | 18 | 49 | 34 |
| H&C (A) |  | (16) | (12) | (32) | (23) |
| Segment Adjusted EBITDA |  | 310 | 165 | 572 | 312 |
| Metal price lag (B) |  | 129 | (19) | 226 | 20 |
| Depreciation and amortization |  | (84) | (82) | (167) | (160) |
| Impairment of assets |  | 1 | — | (3) | — |
| Share based compensation | 16 | (8) | (7) | (19) | (13) |
| Pension and other post-employment benefits - non-operating gains |  | 4 | 4 | 7 | 7 |
| Restructuring costs |  | (2) | (1) | (5) | (2) |
| Unrealized (losses) / gains on derivatives |  | (102) | 33 | (60) | 21 |
| Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net |  | — | 1 | 1 | — |
| Losses on disposal |  | (1) | (1) | (1) | (1) |
| Other (C) |  | — | (2) | — | 1 |
| Expenses on factoring arrangements | 8 | (5) | (6) | (9) | (11) |
| Finance costs – net | 5 | (28) | (29) | (56) | (56) |
| Income before tax |  | 214 | 56 | 486 | 118 |
| Income tax expense | 6 | (66) | (20) | (142) | (44) |
| Net income |  | 148 | 36 | 344 | 74 |

(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

(B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's

Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial

impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s

manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market

price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the

period.

(C)For the three months ended June 30, 2025, Other mainly includes $2 million of clean-up costs related to the flooding of our facilities in

Valais (Switzerland). For the six months ended June 30, 2025, Other mainly includes $9 million of insurance proceeds and $7 million

of clean-up costs related to the flooding of our facilities in Valais (Switzerland).

-11-

3.3 Capital expenditures

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| A&T | (17) | (16) | (27) | (29) |
| P&ARP | (44) | (41) | (92) | (75) |
| AS&I | (8) | (15) | (18) | (29) |
| H&C (A) | (2) | (1) | (2) | (1) |
| Total capital expenditures (B) | (71) | (73) | (139) | (134) |

(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

(B)Purchase of property plant and equipment, net of grants received and insurance compensation related to property plant and equipment.

3.4 Depreciation, amortization and impairment

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| A&T | (19) | (18) | (37) | (35) |
| P&ARP | (48) | (45) | (95) | (89) |
| AS&I | (15) | (17) | (35) | (33) |
| H&C (A) | (1) | (2) | (3) | (3) |
| Total depreciation, amortization and impairment expense | (83) | (82) | (170) | (160) |

(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

3.5 Assets

| (in millions of U.S. dollars) | At June 30, 2026 | At December 31, 2025 |
| --- | --- | --- |
| A&T | 1,628 | 1,375 |
| P&ARP | 2,806 | 2,405 |
| AS&I | 722 | 711 |
| H&C (A) | 530 | 390 |
| Deferred income tax assets | 153 | 270 |
| Cash and cash equivalents | 163 | 120 |
| Fair value of derivative instruments and other financial assets | 68 | 83 |
| Total assets | 6,070 | 5,354 |

(A)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

-12-

### NOTE 4 - OTHER GAINS AND LOSSES - NET

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Operating income and expenses |  |  |  |  |  |
| Realized gains / (losses) on derivatives (A) |  | 66 | (25) | 104 | (19) |
| Unrealized (losses) / gains on derivatives at fair value through profit and loss - net (A) | 12 | (102) | 33 | (60) | 21 |
| Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net |  | — | 1 | 1 | — |
| Impairment of assets |  | 1 | — | (3) | — |
| Restructuring costs |  | (2) | (1) | (5) | (2) |
| Losses on disposal |  | (1) | (1) | (1) | (1) |
| Result from the flood in Valais | 3 | — | (2) | — | 2 |
| Non-operating income and expenses |  |  |  |  |  |
| Expenses on factoring arrangements | 8 | (5) | (6) | (9) | (11) |
| Pension and other post-employment benefits | 13 | 4 | 4 | 7 | 7 |
| Other |  | — | 1 | — | 2 |
| Total other gains and losses - net |  | (39) | 4 | 34 | (1) |

(A)Realized and unrealized gains and losses are related to derivatives entered into with the purpose of mitigating exposure to volatility in

foreign currencies and commodity prices and that do not qualify for hedge accounting.

-13-

### NOTE 5 - FINANCE COSTS - NET

| (in millions of U.S. dollars) | Notes | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Interest expense on borrowings (A) |  | (26) | (25) | (52) | (50) |
| Interest expense on finance leases |  | (1) | (1) | (1) | (1) |
| Interest cost on pension and other long-term benefits | 13 | (2) | (2) | (4) | (4) |
| Realized and unrealized (losses) / gains on debt derivatives at fair value (B) | 12 | (4) | (17) | 1 | (26) |
| Realized and unrealized exchange gains / (losses) on financing activities - net (B) |  | 4 | 18 | — | 28 |
| Other finance expenses |  | (1) | (3) | (3) | (5) |
| Capitalized borrowing costs (C) |  | 2 | 1 | 3 | 2 |
| Finance expenses |  | (28) | (29) | (56) | (56) |
| Finance costs - net |  | (28) | (29) | (56) | (56) |

(A)For the three months ended June 30, 2026 and 2025, interest expense on borrowings included $23 million and $22 million of interest

expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively. For the six months ended

June 30, 2026 and 2025, interest expense on borrowings included $47 million and $44 million of interest expenses related to

Constellium SE Senior Notes including amortization of debt issuance costs, respectively.

(B) The Group hedges its currency exposure when using external funding sources in a currency other than the functional currency of the

entities being funded. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Interim

Consolidated Income Statement.

(C) Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5% for the six months

ended June 30, 2026 and 2025.

### NOTE 6 - INCOME TAX

Income tax expense for interim periods is recognized based on the annualized effective tax rate expected for the full year

adjusted for the tax effect of certain items recognized in full in the interim period.

Our effective tax rate was 30.8% and 35.7% of our income before tax for the three months ended June 30, 2026 and

2025, respectively. Our effective tax rate was 29.1% and 37.6% of income before tax for the six months ended June 30, 2026

and 2025, respectively.

The difference between the statutory tax rate of 25.8% and the effective tax rate for the three and six months ended June

30, 2026 and 2025 includes an estimate of the 2026 and 2025 surtaxes in France, the Base Erosion Anti Abuse Tax in the

United States and is impacted by the geographical mix of our pre-tax results and the effects of certain jurisdictions where a full

valuation allowance is recorded.

-14-

### NOTE 7 - EARNINGS PER SHARE

Basic earnings per share are computed using the weighted-average number of ordinary shares outstanding during the

period. Diluted earnings per share are computed using the weighted-average number of ordinary shares and ordinary share

equivalents outstanding during the period. Ordinary share equivalents represent the dilutive effect of outstanding equity-based

awards.

The reconciliation of the numerator and denominator of basic and diluted earnings per share was as follows:

| (in millions of U.S. dollars except share and per share amounts ) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: |  |  |  |  |
| Net income attributable to equity holders of Constellium SE | 146 | 36 | 345 | 73 |
| Denominator: |  |  |  |  |
| Basic - weighted-average ordinary shares outstanding | 135,866,171 | 140,820,828 | 135,633,294 | 141,665,123 |
| Dilutive effect of non-vested restricted stock units and performance-based restricted stock units | 4,287,582 | 1,423,571 | 4,488,781 | 1,508,801 |
| Diluted - weighted-average ordinary shares, of restricted stock units and performance-based restricted stock units | 140,153,753 | 142,244,399 | 140,122,075 | 143,173,924 |
| Basic earnings per share | $1.07 | $0.25 | $2.54 | $0.51 |
| Diluted earnings per share | $1.04 | $0.25 | $2.46 | $0.51 |

For the three and six months ended June 30, 2026, and 2025, no ordinary shares assuming exercise of equity-based

awards were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-

dilutive.

-15-

### NOTE 8 - TRADE RECEIVABLES AND OTHER

| (in millions of U.S. dollars) | At June 30, 2026 / Current | At December 31, 2025 / Current |
| --- | --- | --- |
| Trade receivables - gross | 1,020 | 614 |
| Allowance for credit losses | (4) | (3) |
| Total trade receivables - net | 1,016 | 611 |
| Total other receivables | 151 | 112 |
| Total trade receivables and other | 1,167 | 723 |

Factoring arrangements

The Group has entered into several accounts receivable factoring programs with selected financial institutions for certain

receivables of the Group. The programs are accounted for as sales of the receivables and had combined limits of approximately

$713 million and $729 million at June 30, 2026 and December 31, 2025, respectively.

Proceeds on receivables sold under our ongoing factoring programs were $1,026 million and $1,004 million for the three

months ended June 30, 2026 and 2025, respectively. Proceeds on receivables sold under our ongoing factoring programs were

$1,990 million and $1,751 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and

December 31, 2025, the total amount of receivables derecognized under the Group’s factoring arrangements was $418 million

and $430 million, respectively.

Starting in fiscal year 2025, the proceeds from the sale of accounts receivables consisted of only cash. Prior to January 1,

2025, the proceeds from the sale of certain of these receivables was comprised of a combination of cash and deferred purchase

price receivable. The deferred purchase price receivable was ultimately realized by the Group following the collection by the

financial institutions of the underlying receivables sold. For the six months ended June 30, 2025, the beginning deferred

purchase price balance was $2 million, of which $2 million was fully collected in cash. This resulted in an ending deferred

purchase price receivable balance of $0 million for the six months ended June 30, 2025, recorded in Fair value of derivative

instruments and other financial assets in the Consolidated Balance Sheets.

The Group has recorded $5 million and $6 million of expenses related to its factoring programs in the three months ended

June 30, 2026 and 2025, respectively. The Group has recorded $9 million and $11 million of expenses related to its factoring

programs in the six months ended June 30, 2026 and 2025, respectively. These amounts are presented in Other gains and losses

– net in its Interim Consolidated Income Statement.

### NOTE 9 - INVENTORIES

| (in millions of U.S. dollars) | At June 30, 2026 | At December 31, 2025 |
| --- | --- | --- |
| Finished goods | 306 | 324 |
| Work in progress | 951 | 625 |
| Raw materials | 519 | 356 |
| Stores and supplies | 101 | 102 |
| Total inventories | 1,877 | 1,407 |

-16-

### NOTE 10 - TRADE PAYABLES AND OTHER

| (in millions of U.S. dollars) | At June 30, 2026 / Current | At December 31, 2025 / Current |
| --- | --- | --- |
| Trade payables | 1,659 | 1,222 |
| Employees' entitlements | 265 | 268 |
| Other payables | 180 | 184 |
| Total other | 445 | 452 |
| Total trade payables and other | 2,104 | 1,674 |

Contract liabilities and other liabilities to customers

Revenue related to contract liabilities and other liabilities to customers for the six months ended June 30, 2026 and 2025

are presented in the table below:

| (in millions of U.S. dollars) | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- |
| Contract liabilities and other liabilities to customers at January 1, | 113 | 98 |
| Revenue deferred to contract liabilities | 19 | 20 |
| Revenue recognized from contract liabilities | (19) | (22) |
| Effect of changes in foreign currency rates and other changes | (5) | 8 |
| Contract liabilities and other liabilities to customers at June 30, | 108 | 104 |

-17-

### NOTE 11 - DEBT

11.1 Analysis by nature

| (in millions of U.S. dollars) | At June 30, 2026 / Nominal Value in Currency | At June 30, 2026 / Nominal rate | At June 30, 2026 / Effective rate | At June 30, 2026 / Face Value | At June 30, 2026 / Debt issuance costs | At June 30, 2026 / Accrued interest | At June 30, 2026 / Carrying value | At December 31, 2025 / Carrying value |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Secured Pan-U.S. ABL (due 2029) | $— | Floating | 5.08% | — | — | 1 | 1 | — |
| Senior Unsecured Notes |  |  |  |  |  |  |  |  |
| Issued June 2020 and due 2028 | $325 | 5.625% | 6.05% | 325 | (2) | 1 | 324 | 323 |
| Issued February 2021 and due 2029 | $500 | 3.750% | 4.05% | 500 | (3) | 4 | 501 | 500 |
| Issued June 2021 and due 2029 | €300 | 3.125% | 3.41% | 342 | (2) | 4 | 344 | 355 |
| Issued August 2024 and due 2032 | $350 | 6.375% | 6.77% | 350 | (5) | 8 | 353 | 353 |
| Issued August 2024 and due 2032 | €300 | 5.375% | 5.73% | 342 | (5) | 7 | 344 | 354 |
| Finance lease liabilities |  |  |  | 28 | — | 1 | 29 | 32 |
| Other loans |  |  |  | 27 | — | — | 27 | 27 |
| Total debt |  |  |  | 1,914 | (17) | 26 | 1,923 | 1,944 |
| Of which non-current |  |  |  |  |  |  | 1,881 | 1,905 |
| Of which current (A) |  |  |  |  |  |  | 42 | 39 |

(A)Current portion of debt includes mainly accrued interest and current portions of finance leases and other long-term loans relating to the

sale and leaseback of assets.

The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024 were

100.0%, 96.1%, 98.4% and 102.8%, respectively, of the nominal value and amounted to $325 million, $481 million, $337

million and $712 million, respectively, at June 30, 2026, compared to $325 million, $483 million, $348 million, and $730

million, respectively, at December 31, 2025.

The €100 million French Inventory Facility remained undrawn at June 30, 2026.

The Group was in compliance with all applicable financial debt covenants at June 30, 2026 and December 31, 2025.

-18-

### NOTE 12 - FINANCIAL INSTRUMENTS

12.1 Fair values of financial instruments

All derivatives are presented at fair value in the Interim Consolidated Balance Sheets:

| (in millions of U.S. dollars) | At June 30, 2026 / Non-current | At June 30, 2026 / Current | At June 30, 2026 / Total | At December 31, 2025 / Non-current | At December 31, 2025 / Current | At December 31, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Derivatives that qualify for hedge accounting |  |  |  |  |  |  |
| Currency commercial derivatives | 1 | 1 | 2 | 7 | 6 | 13 |
| Derivatives that do not qualify for hedge accounting |  |  |  |  |  |  |
| Currency commercial derivatives | — | 6 | 6 | 3 | 7 | 10 |
| Energy derivatives | 1 | — | 1 | 1 | 1 | 2 |
| Metal derivatives | — | 59 | 59 | — | 58 | 58 |
| Fair value of derivative instruments - assets | 2 | 66 | 68 | 11 | 72 | 83 |
| Derivatives that qualify for hedge accounting |  |  |  |  |  |  |
| Currency commercial derivatives | 1 | 1 | 2 | — | — | — |
| Derivatives that do not qualify for hedge accounting |  |  |  |  |  |  |
| Currency commercial derivatives | 1 | 12 | 13 | 1 | 4 | 5 |
| Energy derivatives | 2 | 4 | 6 | 1 | 2 | 3 |
| Metal derivatives | — | 57 | 57 | 1 | 12 | 13 |
| Fair value of derivative instruments - liabilities | 4 | 74 | 78 | 3 | 18 | 21 |

The fair values of trade receivables, other financial assets and liabilities approximate their carrying values, as a result of

their liquidity or short maturity and the fair value of borrowings are disclosed in Note 11 - Debt.

12.2 Valuation hierarchy

The following table provides an analysis of financial instruments measured at fair value, grouped into levels based on the

degree to which the fair value is observable:

- Level 1 is based on a quoted price (unadjusted) in active markets for identical financial instruments. Level 1

includes aluminum, copper and zinc futures that are traded on the LME.

- Level 2 is based on inputs other than quoted prices included within Level 1 that are observable for the assets or

liabilities, either directly (i.e., prices), or indirectly (i.e., derived from prices). Level 2 includes foreign exchange

derivatives, natural gas derivatives, silver derivatives and aluminum premium derivatives. The present value of

future cash flows based on the forward or on the spot exchange rates at the balance sheet date is used to value

foreign exchange derivatives.

- Level 3 is based on inputs for the asset or liability that are not based on observable market data (unobservable

inputs). Trade receivables are classified as a Level 3 measurement under the fair value hierarchy.

-19-

| (in millions of U.S. dollars) | At June 30, 2026 / Level 1 | At June 30, 2026 / Level 2 | At June 30, 2026 / Level 3 | At June 30, 2026 / Total | At December 31, 2025 / Level 1 | At December 31, 2025 / Level 2 | At December 31, 2025 / Level 3 | At December 31, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair value of derivative instruments - assets | 35 | 33 | — | 68 | 32 | 51 | — | 83 |
| Fair value of derivative instruments - liabilities | 39 | 39 | — | 78 | 5 | 16 | — | 21 |

There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the six

months ended June 30, 2026, nor the year ended December 31, 2025.

12.3 Foreign exchange

Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes

in foreign exchange rates.

Net assets, earnings and cash flows are influenced by multiple currencies due to the geographic diversity of sales and the

countries in which the Group operates.

Constellium has the following foreign exchange risk: i) transaction exposures, which include commercial transactions

related to forecasted sales and purchases and on-balance sheet receivables/payables resulting from such transactions and

financing transactions related to external and internal net debt, and ii) translation exposures, which relate to net investments in

foreign entities that are converted in U.S. dollar amounts in the Consolidated Financial Statements.

Foreign exchange impacts related to the translation of net investments in non-U.S. dollar functional currency subsidiaries

from functional currency to U.S. dollars, and of the related revenue and expenses, are not hedged as the Group operates in these

various countries on a permanent basis except as described below.

i. Commercial transaction exposures

The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The

Group uses foreign exchange forwards and foreign exchange swaps for this purpose.

The following tables outline the nominal value (converted to millions of U.S. dollars at the closing rate) of forward

derivatives for Constellium’s most significant foreign exchange exposures at June 30, 2026.

| Sold currencies | Maturity Year | Less than 1 year | Over 1 year |
| --- | --- | --- | --- |
| USD | 2026-2031 | 526 | 289 |
| CHF | 2026-2030 | 71 | 9 |
| CZK | 2026 | — | — |
| Other currencies | 2026-2027 | 9 | — |

| Purchased currencies |  |  |  |
| --- | --- | --- | --- |
| USD | 2026-2027 | 126 | 2 |
| CHF | 2026-2030 | 148 | 17 |
| CZK | 2026-2027 | 68 | — |
| Other currencies | 2026 | 6 | — |

The Group has agreed to supply a major customer with fabricated metal products from an entity with Euro functional

currency, while invoicing in U.S. dollars. The Group has entered into significant foreign exchange derivatives that matched

related highly probable future conversion sales. The Group designates a substantial portion of these derivatives for hedge

accounting, with a total nominal amount of $316 million and $302 million at June 30, 2026 and December 31, 2025

respectively, with maturities ranging from 2026 to 2031. Changes in the fair value of cash flow hedges are reported by the

-20-

Group as a component of Accumulated other comprehensive income, net of tax and reclassified into earnings when the

forecasted transaction affects earnings.

The table below details the effect of foreign currency derivatives in the Interim Consolidated Income Statement, the

Interim Consolidated Statement of Cash Flows and the Interim Consolidated Statement of Comprehensive Income:

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Derivatives that do not qualify for hedge accounting |  |  |  |  |
| Included in Other gains and losses - net |  |  |  |  |
| Realized gains on foreign currency derivatives - net (A) | (1) | 3 | — | — |
| Unrealized (losses) / gains on foreign currency derivatives - net (B) | (2) | 23 | (14) | 38 |
| Derivatives that qualify for hedge accounting |  |  |  |  |
| Included in Other comprehensive income |  |  |  |  |
| Unrealized (losses) / gains on foreign currency derivatives - net | (2) | 26 | (9) | 37 |
| (Losses) / gains reclassified from cash flow hedge reserve to the Consolidated Income Statement | (1) | (1) | (2) | — |
| Included in Revenue (C) |  |  |  |  |
| Realized gains / (losses) on foreign currency derivatives - net (A) | 1 | (1) | 3 | (4) |
| Unrealized (losses) / gains on foreign currency derivatives - net | (1) | 1 | (1) | 3 |

(A)Commercial derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated

Statement of Cash Flows.

(B)Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be

reflected in future years when these sales are recognized.

(C)Changes in fair value of derivatives that qualify for hedge accounting are included in revenue when the related customer invoices are

issued.

ii. Financing transaction exposures

When the Group enters into intercompany loans and deposits, the financing is generally provided in the functional

currency of the subsidiary. The foreign currency exposure of the Group’s external funding and liquid assets is systematically

hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives.

At June 30, 2026, the net hedged position related to long-term and short-term loans and deposits in U.S. dollars included

a forward sale of $112 million versus the Euro using simple foreign exchange forward contracts.

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Derivatives that do not qualify for hedge accounting |  |  |  |  |
| Included in Finance costs - net |  |  |  |  |
| Realized gains / (losses) on foreign currency derivatives - net (A) | (2) | (16) | 2 | (25) |
| Unrealized losses on foreign currency derivatives - net | (2) | (1) | (1) | (1) |
| Total | (4) | (17) | 1 | (26) |

(A)Net debt derivatives settled during the period are presented in Other financing activities in the Interim Consolidated Statements of Cash

Flows.

-21-

Total realized and unrealized gains or losses on debt derivatives are expected to partially offset the total realized and

unrealized gains or losses on financing activities, both included in Finance costs – net.

12.4 Commodities

The Group is subject to the effects of market fluctuations in the price of aluminum, which is the Group’s primary metal

input and a significant component of its output. The Group is also exposed to fluctuations in aluminum regional premiums and

in the price of zinc, natural gas, silver and copper, and other alloying metals, to a lesser extent.

The Group policy is to minimize exposure to aluminum price volatility by passing through the aluminum price risk to

customers and using derivatives where necessary. For most of its aluminum price exposure, sales and purchases of aluminum

are converted to be on the same floating basis and then the same quantities are bought and sold at the same market price.

Temporary increases in inventory, to the extent material, are sold forward to the expected sales date to ensure the price

paid for the metal will be substantially recovered when it is sold.

The Group also enters into derivatives for aluminum regional premium, copper, silver and zinc to offset the commodity

price exposure inherent to certain sales and purchase contracts.

In addition, the Group purchases natural gas fixed price derivatives to lock in energy costs where a fixed price purchase

contract is not possible.

At June 30, 2026, the nominal amount of commodity derivatives is as follows:

| (in millions of U.S. dollars) | Maturity Year | Less than 1 year | Over 1 year |
| --- | --- | --- | --- |
| Metal | 2026-2028 | 401 | 5 |
| Natural gas | 2026-2029 | 28 | 29 |

The value of the contracts will fluctuate due to changes in market prices but our hedging strategy helps protect the

Group’s margin on future conversion and fabrication activities. At June 30, 2026, these contracts were directly entered into with

external counterparties.

The Group does not apply hedge accounting on commodity derivatives and therefore mark-to-market movements are

recognized in Other gains and losses – net.

| (in millions of U.S. dollar) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Derivatives that do not qualify for hedge accounting |  |  |  |  |
| Included in Other gains and losses - net |  |  |  |  |
| Realized gains / (losses) on commodities derivatives - net (A) | 67 | (28) | 104 | (19) |
| Unrealized (losses) / gains on commodities derivatives - net | (100) | 10 | (46) | (17) |

(A)Commodity derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated

Statements of Cash Flows.

-22-

### NOTE 13 - PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS

| (in millions of U.S. dollars) | Three months ended June 30, 2026 / Pension | Three months ended June 30, 2026 / OPEB and Other Benefits | Three months ended June 30, 2025 / Pension | Three months ended June 30, 2025 / OPEB and Other Benefits | Six months ended June 30, 2026 / Pension | Six months ended June 30, 2026 / OPEB and Other Benefits | Six months ended June 30, 2025 / Pension | Six months ended June 30, 2025 / OPEB and Other Benefits |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Current service cost | (4) | (2) | (5) | (1) | (8) | (3) | (9) | (2) |
| Interest cost | (7) | (1) | (5) | (2) | (13) | (3) | (11) | (4) |
| Expected return on plan assets | 6 | — | 5 | — | 12 | — | 11 | — |
| Immediate recognition of losses arising over the year | — | (4) | — | — | — | (4) | — | — |
| Amortization of past service gain | 1 | 2 | 1 | 2 | 1 | 5 | 1 | 5 |
| Amortization of net actuarial gain | — | 1 | — | 1 | — | 1 | — | 1 |
| Total net pension and other long-term benefit cost | (4) | (4) | (4) | — | (8) | (4) | (8) | — |

### NOTE 14 - PROVISIONS

| (in millions of U.S. dollars) | At June 30, 2026 / Current | At June 30, 2026 / Non-current | At December 31, 2025 / Current | At December 31, 2025 / Non-current |
| --- | --- | --- | --- | --- |
| Close down and environmental remediation costs | 14 | 74 | 13 | 85 |
| Restructuring costs | 4 | — | 1 | — |
| Legal claims and other costs | 5 | 18 | 11 | 21 |
| Total provisions | 23 | 92 | 25 | 106 |

Close down and environmental remediation costs

Environmental remediation costs are accounted for based on the Group's best estimate of the costs of its environmental

clean-up obligations. The Group also records provisions for close down and restoration efforts based on the net present value of

estimated future costs of the dismantling and demolition of infrastructure and the removal of residual material of disturbed

areas. These provisions are expected to be settled over the next 40 years depending on the nature of the disturbance and the

technical remediation plans.

Contingencies

The Group is involved, and may become involved, in various lawsuits, claims and proceedings relating to customer

claims, product liability, employee and retiree benefit matters and other commercial matters. The Group records provisions for

pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the

obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex

and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and

an estimation of damages are and can be difficult to ascertain.

-23-

### NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables summarize the change in the components of accumulated other comprehensive income / loss,

excluding non-controlling interests, for the periods presented:

_Three months ended June 30, 2026_

| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
| --- | --- | --- | --- | --- |
| At March 31, 2026 | 111 | 2 | (74) | 39 |
| Other comprehensive income / (loss) before reclassification | (1) | (1) | (1) | (3) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (3) | (1) | — | (4) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | — | — | 2 | 2 |
| At June 30, 2026 | 107 | — | (73) | 34 |

_Three months ended June 30, 2025_

| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
| --- | --- | --- | --- | --- |
| At March 31, 2025 | 82 | (5) | (78) | (1) |
| Other comprehensive income / (loss) before reclassification | 2 | 19 | 10 | 31 |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (3) | (1) | — | (4) |
| At June 30, 2025 | 81 | 13 | (68) | 26 |

_Six months ended June 30, 2026_

| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
| --- | --- | --- | --- | --- |
| At January 1, 2026 | 115 | 8 | (69) | 54 |
| Other comprehensive income / (loss) before reclassification | (2) | (6) | (6) | (14) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (6) | (2) | — | (8) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | — | — | 2 | 2 |
| At June 30, 2026 | 107 | — | (73) | 34 |

_Six months ended June 30, 2025_

| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
| --- | --- | --- | --- | --- |
| At January 1, 2025 | 84 | (14) | (84) | (14) |
| Other comprehensive income / (loss) before reclassification | 2 | 27 | 14 | 43 |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (5) | — | — | (5) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | — | — | 2 | 2 |
| At June 30, 2025 | 81 | 13 | (68) | 26 |

-24-

### NOTE 16 - SHARE-BASED COMPENSATION

Performance-Based Restricted Stock Units (equity-settled)

During the six months ended June 30, 2026, the Company granted 401,662 Performance-Based Restricted Stock Units

("PSUs") to selected employees of the Group. The fair value of PSU awards with performance and service conditions is

estimated using the value of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market

conditions is estimated using a Monte Carlo simulation model on the date of grant.

These units vest if the following conditions are met:

- A vesting condition under which the beneficiaries must be continuously at the service of the Company through the

end of a three-year vesting period; and

- A performance condition, contingent on the total shareholder return (“TSR”) performance of Constellium SE

shares over the vesting period compared to the TSR of specified indices. PSUs will ultimately vest based on a

vesting multiplier which ranges from 0% to 200%.

The following table lists the inputs to the valuation model used for the PSUs granted during the six months ended June

30, 2026:

| Line item | 2026 PSUs |
| --- | --- |
| Fair value at grant date (in U.S. dollars) | 34.38 |
| Share price at grant date (in U.S. dollars) | 24.59 |
| Dividend yield | — |
| Expected volatility (A) | 46% |
| Risk-free interest rate (U.S. government bond yield) | 3.75% |

(A)Volatility in the share prices of the Company and companies included in indices were estimated based on observed historical volatilities

over a period equal to the PSU vesting period.

Restricted Stock Units Award Agreements (equity-settled)

During the six months ended June 30, 2026, the Company granted 409,752 Restricted Stock Units (RSUs) to selected

employees of the Group subject to the beneficiaries remaining continuously employed by or at the service of the Group from

the grant date to the end of the three-year vesting period. The fair value of the RSUs awarded is $24.59, being the quoted

market price at grant date.

Expense recognized during the period

Total share-based compensation expense was $8 million and $7 million for the three months ended June 30, 2026 and

2025, respectively. Total share-based compensation expense was $19 million and $13 million for the six months ended June 30,

2026 and 2025, respectively.

At June 30, 2026, unrecognized compensation expense related to the RSUs was $18 million, which will be recognized

over the remaining weighted average vesting period of 2.2 years, and unrecognized compensation expense related to the PSUs

was $27 million, which will be recognized over the remaining weighted average vesting period of 2.1 years.

-25-

Vested plan during the period

Fair values of vested RSUs and PSUs amounted to $28 million for the six months ended June 30, 2026. They are

excluded from the Statement of Cash flows as non-cash financing activities.

### NOTE 17 - ACQUISITION AND DISPOSAL OF SUBSIDIARIES

On June 24, 2026, the Group disposed of its 54% interest in Changchun Engley Automobile Parts Co. LTD

("Changchun"). The cash inflows amounted to  $2 million, net of cash & cash equivalents disposed.

### NOTE 18 - SUBSEQUENT EVENTS

On July 28, 2026, the Company redeemed $100 million out of the $325 million outstanding aggregate principal amount

of its 5.625% Senior Notes due June 2028.

-26-

## Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial

statements prepared under U.S. GAAP at June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and

should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and our unaudited

interim condensed consolidated financial statements at June 30, 2026 and for the three and six months ended June 30, 2026

and 2025 which are included in this Quarterly Report.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are

subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or

implied by our forward-looking statements.

Amounts presented in the Consolidated Financial Statements are expressed in millions of U.S. dollars, except as

otherwise stated. Shipments are expressed in thousands of metric tons. Amounts may not sum due to rounding.

Overview

Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty

rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and

general industrial end-markets. At June 30, 2026, the Group operated 23 manufacturing facilities, 3 R&D centers and 3

administrative centers. The Group has approximately 11,500 employees.

We serve a diverse set of customers across a broad range of end-markets with different product needs, specifications and

requirements. Our business is organized into three operating segments:

- Our Aerospace & Transportation ("A&T") operating segment offers a wide range of technically advanced aluminum

products including plate, sheet and extrusions to blue-chip customers in the global aerospace, space, commercial

transportation, general industrial and defense sectors. Many of the products are mission critical, which benefit from our

world-class R&D and manufacturing capabilities and unique solutions.

- Our Packaging & Automotive Rolled Products ("P&ARP") operating segment includes the production and

development of customized rolled aluminum sheet products. We supply the packaging market with canstock and

closure stock for the beverage and food industry, as well as foilstock for the flexible packaging market. In addition, we

supply the automotive market with technically advanced products such as Auto Body Sheet ("ABS"), heat exchanger

materials and battery foil products.

- Our Automotive Structures & Industry ("AS&I") operating segment produces (i) technologically advanced structural

solutions for the automotive industry including crash management systems, body structures, side impact beams and

battery enclosure components, (ii) soft and hard alloy extrusions for automotive, transportation, and general industrial

applications, and (iii) large profiles for rail and general industrial applications. We complement our products with a

comprehensive offering of downstream technology and services, which include pre-machining, surface treatment,

R&D and technical support services.

Management Review and Outlook

Constellium delivered strong results in the second quarter despite uncertainties on the macroeconomic and geopolitical

fronts. During the quarter, we benefited from strong operational focus, cost control and improved market dynamics, including

an improved aerospace and transportation, industry and defense (TID) environment, supply shortages of automotive rolled

products in North America and strong recycling performance in both North America and Europe. During the quarter, we

returned $20 million to shareholders through the repurchase of 623 thousand shares. Even though the current landscape remains

volatile, we like our end market positioning, and we are optimistic about our prospects for the remainder of this year and

beyond. Our focus remains on executing on our strategy, driving operational performance, controlling costs, maintaining

commercial and capital discipline, generating free cash flow and increasing shareholder value.

-27-

For the three and six months ended June 30, 2026, our segments represented the following percentages of total Revenue

and total Adjusted EBITDA:

| (as a % of total) |  |  |  |  |
| --- | --- | --- | --- | --- |
| A&T | 25% | 44% | 25% | 42% |
| P&ARP | 61% | 53% | 61% | 55% |
| AS&I | 17% | 8% | 17% | 9% |
| H&C (1) | —% | (5)% | —% | (6)% |
| Total | 100% | 100% | 100% | 100% |

(1) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

Key Factors Influencing Constellium’s Financial Condition and Results from Operations

Economic, Geopolitical and General Market Conditions

We are directly impacted by the economic conditions that affect our customers and the markets in which they operate.

General economic and market conditions, such as the level of disposable income, the level of inflation, the rate of economic

growth, the rate of unemployment, the rapid development of technology, interest rates, exchange rates and currency devaluation

or revaluation, influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for

our products in terms of total volumes and prices that can be charged. We attempt to respond to the variability of economic

conditions through the terms of our contracts with our customers as well as cost control.

During the six months ended June 30, 2026, we continued to monitor geopolitical and economic instability, globally.

During the second quarter of 2026, there was continued uncertainty related to tariffs and trade conditions, and their short and

long-term impacts on the Company. Global and regional economies continue to be impacted by armed conflicts, sanctions, and

volatility. In particular, ongoing geopolitical tensions and military conflicts in the Middle East, including the ongoing conflict

involving the United States, Israel and Iran, have caused, and may continue to result in, higher fuel and energy prices. While it

is difficult to predict the impact of these events, we continuously monitor them and will develop contingency plans and

countermeasures as necessary to seek to address adverse effects or disruptions to our operations as they arise.

Although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and the secular

growth trends we are experiencing in many of our end-markets will help the Company weather these economic cycles. In our

three principal end-markets of aerospace, packaging and automotive:

- Aerospace demand has improved. The destocking of aluminum products in the supply chain also continues to ease. We

believe that the long-term trends of increased passenger air traffic and fleet replacements with newer and more fuel

efficient aircraft, along with new military and space programs, will help support favorable long-term demand

conditions.

- Historically, demand for aluminum can packaging has been fairly resilient during various economic cycles. We believe

canstock has an attractive long-term growth outlook driven in part by increased consumer preference for aluminum

beverage cans as a packaging material of choice.

- Automotive vehicle sales tend to fluctuate with the general economic cycle and in recent years have also been

impacted by global supply chain disruptions, the tariff and trade environment, affordability, customer offerings and

consumer preference. However, aluminum demand has increased in recent years, driven by the vehicle lightweighting

trend to improve energy efficiency, reduce emissions and enhance vehicle safety, which has resulted in more

aluminum usage for new car models. We expect the lightweighting trend to continue in the future.

-28-

Product Price and Margin

Our products are typically priced based on three components: (i) the LME price, (ii) a regional premium and

(iii) a conversion margin.

Aluminum Prices

The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium

for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional

premiums can be volatile. Our business model aims to pass through primary aluminum price exposure by pricing our products

to include the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price

neutrality.

Aluminum prices have risen sharply since 2025, especially in the U.S. following the Section 232 of the Trade Expansion

Act of 1962 tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of

primary aluminum for the three and six months ended June 30, 2026 and 2025 are presented below.

| Line item | Three months ended June 30, | Six months ended June 30, | Percent changes QTD | Percent changes YTD |
| --- | --- | --- | --- | --- |
| (U.S. dollars per ton) | 2025 | 2025 | 2026 vs 2025 | 2026 vs 2025 |
| Average LME transaction price | 2,448 | 2,539 | 46% | 33% |
| Average Midwest premium | 990 | 849 | 154% | 183% |
| Average all-in aluminum price U.S. | 3,438 | 3,388 | 77% | 71% |
| Average LME transaction price | 2,448 | 2,539 | 46% | 33% |
| Average Rotterdam premium | 195 | 244 | 198% | 99% |
| Average all-in aluminum price Europe | 2,643 | 2,783 | 57% | 39% |

We purchase large amounts of scrap aluminum to manufacture some of our products as part of our commitment to

sustainability and circular resource use. Utilizing recycled aluminum supports the reduction of our reliance on primary

aluminum production and usually provides economic benefits, as scrap trades at a discount to the market price of primary

aluminum (i.e. LME plus regional premiums). The difference between the price of primary aluminum and the price of scrap is

referred to as the “scrap spread.” The scrap spread depends on regional scrap aluminum supply and overall market demand. If,

for example, the scrap spread widens and the price of primary aluminum remains static, this could have a favorable impact on

our Company's results, while the converse could lead to an unfavorable impact. In addition, many other factors, such as the

price of primary aluminum, types of scrap aluminum we purchase, effectiveness and timing of our scrap purchase activities,

productivity of our recycling operations, could have impacts on the Company’s results.

Volumes

The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production

volumes will generally result in lower per unit costs due to the fixed cost structure of our operations. Higher volumes sold will

generally result in additional revenue and associated profitability. Demand trends across key sectors - aerospace, packaging and

automotive - contribute to our production planning. Seasonal fluctuations and macroeconomic conditions are important factors

in volume variability.

Personnel Costs

Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as

costs related to temporary labor. During our seasonal peaks and the summer months, we have historically increased our

temporary workforce to compensate for increased volume of activity and vacation schedules. Personnel costs generally increase

and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher

inflation.

-29-

Energy

Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The magnitude of

energy costs depends on the energy supply and demand relationships in the regions we operate in and broader macroeconomic

and geopolitical factors.

Currency

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,

Slovakia, Spain, Mexico and Canada. As such, we are exposed to transaction and translation impacts.

Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a

result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year

sales agreements in U.S. dollars by euro-functional currency entities, we have typically entered into derivative contracts to

forward sell U.S. dollars to match these future sales. With the exception of certain derivative instruments entered into to hedge

the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated

for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions. The mark-to-market impact

associated with these transactions is therefore recorded in Other Gains and Losses - net.

Translation impacts result from the translation at each period of the results of functional currency entities other than U.S.

dollars into our reporting currency, the U.S. dollar.

Results of Operations for the three and six months ended June 30, 2026 and 2025

| (in millions of U.S. dollars and as a % of revenue) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | 100% | 100% | 100% | 100% |
| Cost of sales (excluding depreciation and amortization) | 83% | 87% | 83% | 87% |
| Depreciation and amortization | 3% | 4% | 3% | 4% |
| Selling and administrative expenses | 4% | 4% | 4% | 4% |
| Research and development expenses | 1% | 1% | 1% | 1% |
| Other gains and losses – net | 1% | —% | 1% | —% |
| Finance costs – net | 1% | 1% | 1% | 1% |
| Income before tax | 8% | 3% | 9% | 3% |
| Income tax expense | 2% | 1% | 3% | 1% |
| Net income | 5% | 2% | 7% | 2% |
| Shipment volumes (in kt) | n/a | n/a | n/a | n/a |

Revenue

For the three months ended June 30, 2026, Revenue increased 31% to $2,748 million from $2,103 million for the three

months ended June 30, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by

lower shipments.

For the three months ended June 30, 2026, sales volumes decreased 1% to 381 kt from 384 kt for the three months ended

June 30, 2025. This decrease reflected a 4% decrease in volumes for P&ARP and stable volumes for AS&I, partially offset by a

21% increase in volumes for A&T.

For the six months ended June 30, 2026, Revenue increased 28% to $5,209 million from $4,082 million for the six

months ended June 30, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by

lower shipments.

-30-

For the six months ended June 30, 2026, sales volumes decreased 1% to 751 kt from 756 kt for the six months ended

June 30, 2025. This decrease reflected a 3% decrease in volumes for P&ARP and a 2% decrease in volumes for AS&I, partially

offset by a 20% increase in volumes for A&T.

Our revenue is discussed in more detail in the “Segment Results” section.

Cost of Sales

For the three months ended June 30, 2026, Cost of sales increased 23% to $2,268 million from $1,840 million for the

three months ended June 30, 2025. This increase in Cost of sales was primarily driven by a 28% increase in raw materials and

consumables used primarily as a result of higher metal prices.

For the six months ended June 30, 2026, Cost of sales increased 21% to $4,309 million from $3,556 million for the six

months ended June 30, 2025. This increase in Cost of sales was primarily driven by a 25% increase in raw materials and

consumables primarily as a result of higher metal prices.

Selling and Administrative Expenses

For the three months ended June 30, 2026, Selling and administrative expenses increased 15% to $101 million from $88

million for the three months ended June 30, 2025. The increase was primarily driven by an increase in higher labor costs and

costs associated with corporate transformation projects.

For the six months ended June 30, 2026, Selling and administrative expenses increased 19% to $198 million from $166

million for the six months ended June 30, 2025. The increase was primarily driven by an increase in labor costs and costs

associated with corporate transformation projects.

Research and Development Expenses

For the three months ended June 30, 2026, Research and development expenses increased 17% to $14 million from $12

million for the three months ended June 30, 2025. This increase was primarily driven by an increase in labor costs.

For the six months ended June 30, 2026, Research and development expenses increased 8% to $27 million from $25

million for the six months ended June 30, 2025. This increase was primarily driven by an increase in labor costs.

Other Gains and Losses, net

The following table provides an analysis of realized and unrealized gains and losses by nature of exposure:

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Realized (losses) / gains on foreign currency derivatives - net | (1) | 3 | — | — |
| Realized gains / (losses) on commodities derivatives - net | 67 | (28) | 104 | (19) |
| Realized gains / (losses) on derivatives | 66 | (25) | 104 | (19) |
| Unrealized (losses) / gains on foreign currency derivatives - net | (2) | 23 | (14) | 38 |
| Unrealized (losses) / gains on commodities derivatives - net | (100) | 10 | (46) | (17) |
| Unrealized (losses) / gains on derivatives at fair value through profit and loss - net | (102) | 33 | (60) | 21 |

Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity

transactions. Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the

commercial and commodity transactions accounted for in Revenue and Cost of sales.

-31-

Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted and/or committed

commercial and commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these

derivatives are recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted and/

or committed transactions which are not yet accounted for.

Changes in realized and unrealized gains / (losses) on derivatives for the three and six months ended June 30, 2026 as

compared to the six months ended June 30, 2025 primarily reflected the fluctuation in commodity and energy prices.

Other Gains and Losses, net are further discussed in Note 4 to the unaudited interim condensed consolidated financial

statements.

Finance Costs, net

For the three months ended June 30, 2026, Finance costs, net were relatively stable at $28 million compared to $29

million for the three months ended June 30, 2025.

For the six months ended June 30, 2026, Finance costs, net were stable at $56 million compared to the six months ended

June 30, 2025.

Income Tax

For the three months ended June 30, 2026 and 2025, Income tax was an expense of $66 million and $20 million,

respectively. For the six months ended June 30, 2026 and 2025, Income tax was an expense of $142 million and $44 million,

respectively. Our effective tax rate was 30.8% and 35.7% of income before tax for the three months ended June 30, 2026 and

2025, respectively. Our effective tax rate was 29.1% and 37.6% of income before tax for the six months ended June 30, 2026

and 2025, respectively.

The differences between the statutory tax rate of 25.8% and the effective tax rate for the three and six months ended June

30, 2026 and 2025 include estimates of the 2026 and 2025 surtaxes in France, the Base Erosion Anti Abuse Tax in the United

States, and is impacted by the geographical mix of the income before tax results and the effects of certain jurisdictions where a

full valuation allowance is recorded.

-32-

Segment Results

Segment Revenue

The following table sets forth the revenue for our three operating segments for the periods presented:

| (in millions of U.S. dollars and as a % of revenue) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| A&T | 25% | 23% | 25% | 24% |
| P&ARP | 61% | 59% | 61% | 59% |
| AS&I | 17% | 20% | 17% | 20% |
| H&C (1) | —% | —% | —% | —% |
| Inter-segment eliminations | n.m | n.m | n.m | n.m |
| Total revenue | 100% | 100% | 100% | 100% |

n.m. not meaningful

(1) Holdings and Corporate primarily reflects incidental revenues.

The following table sets forth the shipments for our three operating segments for the periods presented:

| (in kt and as a % of shipments) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| A&T | 17% | 14% | 17% | 14% |
| P&ARP | 70% | 72% | 70% | 72% |
| AS&I | 14% | 14% | 14% | 14% |
| Inter-segment eliminations | n.m | n.m | n.m | n.m |
| Total shipments | 100% | 100% | 100% | 100% |

n.m. not meaningful

A&T

For the three months ended June 30, 2026, revenue in our A&T segment increased 38% to $680 million from $492

million for the three months ended June 30, 2025, reflecting higher shipments and higher revenue per ton, including higher

metal prices. A&T shipments were up 21%, or 11 kt, due to higher Aerospace and Transportation, Industry and Defense rolled

products shipments, which benefited from an improved market environment as well as supply shortages of automotive rolled

products in North America.

For the six months ended June 30, 2026, revenue in our A&T segment increased 34% to $1,289 million from $960

million for the six months ended June 30, 2025, reflecting higher shipments and higher revenue per ton, including higher metal

prices. A&T shipments were up 20%, or 21 kt, due to higher Aerospace and Transportation, Industry and Defense rolled

products shipments, which benefited from an improved market environment as well as supply shortages of automotive rolled

products in North America.

P&ARP

For the three months ended June 30, 2026, revenue in our P&ARP segment increased 36% to $1,680 million from $1,235

million for the three months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially

offset by lower shipments. P&ARP shipments were down 4% or 10 kt compared to the three months ended June 30, 2025, due

to lower Packaging rolled products shipments, partially offset by higher Automotive rolled products shipments, which benefited

from supply shortages in North America.

For the six months ended June 30, 2026, revenue in our P&ARP segment increased 30% to $3,157 million from $2,422

million for the six months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset

by lower shipments. P&ARP shipments were down 3% or 18 kt, due to lower Packaging rolled products shipments, partially

offset by higher Automotive rolled products shipments, which benefited from supply shortages in North America.

-33-

AS&I

For the three months ended June 30, 2026, revenue in our AS&I segment increased 9% to $458 million from $421

million for the three months ended June 30, 2025, primarily reflecting higher revenue per ton, including higher metal prices.

AS&I shipments were stable compared to the three months ended June 30, 2025.

For the six months ended June 30, 2026, revenue in our AS&I segment increased 9% to $873 million from $802 million

for the six months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset by

lower shipments. AS&I shipments were down 2%, or 2 kt, due to lower Automotive and Other extruded products shipments.

Segment Adjusted EBITDA

In considering the financial performance of the business, we analyze the primary financial performance measure of

Segment Adjusted EBITDA in all of our business segments. Our Chief Operating Decision Maker, as defined under Accounting

Standards Codification (ASC) Topic 280 - Segment reporting measures the profitability and financial performance of our

operating segments based on Segment Adjusted EBITDA.

Segment Adjusted EBITDA is defined as income from continuing operations before income taxes, results from joint

ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,

impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not

qualify for hedge accounting, metal price lag (as defined in footnote (B) to the table included in Note 3.2), share-based

compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring

arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and

separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.

The reconciliation of Segment Adjusted EBITDA is disclosed in Note 3 to the unaudited interim consolidated condensed

financial statements.

The following table sets forth the Segment Adjusted EBITDA for our reportable segments for the periods presented:

| (in millions of U.S. dollars and as a % of revenue) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| A&T | 20% | 17% | 18% | 17% |
| P&ARP | 10% | 6% | 10% | 6% |
| AS&I | 6% | 4% | 6% | 4% |

The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three

reportable segments:

| (in millions of U.S. dollars) | A&T | P&ARP | AS&I |
| --- | --- | --- | --- |
| Segment Adjusted EBITDA for the three months ended June 30, 2025 | 84 | 74 | 18 |
| Volume | 40 | (5) | — |
| Price and product mix | 16 | 20 | (5) |
| Costs | (7) | 74 | 12 |
| Foreign exchange and other | 2 | 2 | 1 |
| Segment Adjusted EBITDA for the three months ended June 30, 2026 | 135 | 165 | 26 |

| (in millions of U.S. dollars) | A&T | P&ARP | AS&I |
| --- | --- | --- | --- |
| Segment Adjusted EBITDA for the six months ended June 30, 2025 | 165 | 135 | 34 |
| Volume | 72 | (11) | (4) |
| Price and product mix | 15 | 47 | (7) |
| Costs | (23) | 138 | 23 |
| Foreign exchange and other | 9 | 8 | 3 |
| Segment Adjusted EBITDA for the six months ended June 30, 2026 | 238 | 317 | 49 |

-34-

A&T

For the three months ended June 30, 2026, Adjusted EBITDA in our A&T segment increased 61% to $135 million from

$84 million for the three months ended June 30, 2025, primarily as a result of higher volumes and favorable price and mix,

partially offset by higher operating costs. For the three months ended June 30, 2026, Adjusted EBITDA per metric ton

increased by 32% to $2,083 per ton from $1,572 per ton for the three months ended June 30, 2025.

For the six months ended June 30, 2026, Adjusted EBITDA in our A&T segment increased 44% to $238 million from

$165 million for the six months ended June 30, 2025, primarily as a result of higher volumes, favorable price and mix and

favorable impact from foreign exchange translation, partially offset by higher operating costs. For the six months ended June

30, 2026, Adjusted EBITDA per ton increased 20% to $1,902 per ton from $1,579 per ton for the six months ended June 30,

2025.

P&ARP

For the three months ended June 30, 2026, Adjusted EBITDA in our P&ARP segment increased 123% to $165 million

from $74 million for the three months ended June 30, 2025, primarily as a result of favorable metal costs at Muscle Shoals and

Neuf Brisach and favorable price and mix, partially offset by lower volumes. For the three months ended June 30, 2026,

Adjusted EBITDA per metric ton increased by 131% to $621 per ton from $268 per ton for the three months ended June 30,

2025.

For the six months ended June 30, 2026, Adjusted EBITDA in our P&ARP segment increased 135% to $317 million

from $135 million for the six months ended June 30, 2025, primarily as a result of favorable metal costs at Muscle Shoals and

Neuf Brisach, favorable price and mix and favorable impact from foreign exchange translation, partially offset by lower

volumes. For the six months ended June 30, 2026, Adjusted EBITDA per ton increased 143% to $601 per ton from $248 per

ton for the six months ended June 30, 2025.

AS&I

For the three months ended June 30, 2026, Adjusted EBITDA in our AS&I segment increased 44% to $26 million from

$18 million for the three months ended June 30, 2025, primarily as a result of lower operating costs, partially offset by

unfavorable price and mix. For the three months ended June 30, 2026, Adjusted EBITDA per ton increased 45% to $477 per ton

from $329 per ton for the three months ended June 30, 2025.

For the six months ended June 30, 2026, Adjusted EBITDA in our AS&I segment increased by 44% to $49 million from

$34 million for the six months ended June 30, 2025, primarily as a result of lower operating costs and favorable impact from

foreign exchange translation, partially offset by unfavorable price and mix and lower volumes. For the six months ended June

30, 2026, Adjusted EBITDA per metric ton increased by 47% to $467 per ton from $317 per ton for the six months ended June

30, 2025.

-35-

Liquidity and Capital Resources

Our primary requirements for liquidity and capital resources, besides our growth initiatives, are working capital, capital

expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these

cash requirements have been met through cash provided by operating activities and cash and cash equivalents, as well as

strategic financing arrangements. At June 30, 2026, the Company was not party to any off-balance sheet arrangements that have

had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity,

capital expenditures, or capital resources. Our primary sources of cash flow have historically been cash flows from operating

activities and funding or borrowings from external parties.

Based on our current and anticipated levels of operations and the conditions in our markets and industry, we believe that

our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability

under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service

and other funding requirements for the short-term and long-term.

It is our policy to hedge all highly probable or committed foreign currency operating cash flows. As we have significant

third party future receivables denominated in U.S. dollars, we generally enter into combinations of forward contracts with

financial institutions, selling forward U.S. dollars against euros.

When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum sales,

it is also our policy to enter into derivative financial instruments to pass through the exposure to metal price fluctuations to

financial institutions.

As the U.S. dollar depreciates (appreciates) against the euro or the LME price for aluminum increases (decreases), the

derivative contracts related to transactional hedging entered into with financial institution counterparties will have a positive

(negative) mark-to-market.

In addition, we borrow in a combination of U.S. dollars and euros. When the external currency mix of our debt does not

match the mix of our assets, we use foreign currency derivatives to balance the risk.

Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed

contractual limit. In order to protect the Group from the potential margin calls for significant market movements, we maintain

additional cash or availability under our various borrowing facilities, we enter into derivatives with a large number of financial

counterparties and we monitor potential margin requirements on a daily basis for adverse movements in the U.S. dollar against

the euro and in aluminum prices. There were no margin calls at June 30, 2026 and December 31, 2025.

At June 30, 2026, we had $1,058 million of total liquidity, comprised of $163 million in cash and cash equivalents,

$541 million of availability under our Pan-U.S. ABL facility, $240 million of availability under our factoring arrangements and

$114 million of availability under our committed asset-based facility for our French subsidiaries.

Factored receivables under non-recourse arrangements were $418 million and $430 million at June 30, 2026 and

December 31, 2025, respectively.

Cash Flows

The following table summarizes our cash flows from / (used in) operating, investing and financing activities for the six

months ended June 30, 2026 and 2025:

| (in millions of U.S. dollars) | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- |
| Net Cash Flows from / (used in) |  |  |
| Operating activities | 234 | 172 |
| Investing activities | (137) | (131) |
| Financing activities | (51) | (62) |
| Net increase / (decrease) in cash and cash equivalents, excluding the effect of exchange rate changes | 46 | (21) |

-36-

Net Cash Flows from Operating Activities

For the six months ended June 30, 2026, net cash flows from operating activities were $234 million, a $62 million

increase from $172 million in the six months ended June 30, 2025. This change primarily reflects a $439 million increase in

cash flows from operating activities before working capital and a $377 million decrease in cash flows from working capital

usage.

For the six months ended June 30, 2026, changes in working capital were attributable to (i) an increase in inventory of

$495 million, primarily driven by higher ending metal prices and higher activity levels; (ii) an increase in trade receivables of

$418 million primarily driven by higher ending metal prices and higher activity levels; and (iii) an increase in trade payables of

$480 million, primarily driven by higher ending metal prices and higher metal purchases due to higher activity levels.

For the six months ended June 30, 2025, changes in working capital were attributable to (i) an increase in inventory of

$65 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $261 million primarily driven

by higher activity levels and higher ending metal prices, partially offset by $2 million of deferred purchase price receivables

from factoring; and (iii) an increase in trade payables of $241 million, primarily driven by higher metal purchases due to higher

activity levels and higher ending metal prices.

Net Cash Flows used in Investing Activities

For the six months ended June 30, 2026 and 2025, net cash flows used in investing activities were $137 million and $131

million, respectively. Capital expenditures, net of Property, Plant and Equipment inflows were $139 million and $134 million,

respectively, and related primarily to maintenance and investments in our manufacturing facilities, as well as growth projects

such as investments in our recycling and casting capacities.

Capital expenditures by segment are detailed in Note 3.3 of our unaudited interim condensed consolidated financial

statements.

Net Cash Flows used in Financing Activities

For the six months ended June 30, 2026, net cash flows used in financing activities were $51 million, primarily reflecting

share repurchases. During the six months ended June 30, 2026, Constellium repurchased 1.8 million ordinary shares of the

Company for $48 million.

For the six months ended June 30, 2025, net cash flows used in financing activities were $62 million, primarily reflecting

share repurchases, additional borrowings under the Pan-U.S. ABL facility and factoring arrangements in Europe as well as

realized foreign exchange losses on net debt hedging instruments due to the weakening of the U.S. dollar. During the six

months ended June 30, 2025, Constellium repurchased 4.8 million ordinary shares of the Company for $50 million.

Contractual obligations

Except as otherwise disclosed in this Quarterly Report, there have been no changes in our material short-term and long-

term contractual cash obligations other than in the ordinary course of business since December 31, 2025. See Note 12,

### Note 15.4, Note 20 and Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K for the

year ended December 31, 2025.

Principal Accounting Policies, Critical Accounting Estimates and Key Judgments

Our principal accounting policies are set out in Note 1 to our audited consolidated financial statements in our Annual

Report on Form 10-K for the year ended December 31, 2025. New standards and interpretations not yet adopted are set out in

### Note 1 to the unaudited interim condensed consolidated financial statements, which appear elsewhere in this Quarterly Report.

The preparation of our consolidated financial statements requires management to make judgments, estimates and

assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,

and the disclosure of contingent liabilities. These judgments, estimates and assumptions are based on management’s best

knowledge of the relevant facts and circumstances, giving consideration to previous experience. However, actual results may

differ from the amounts included in the Consolidated Financial Statements. Key sources of estimation uncertainty that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year

include the items presented in Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of

-37-

Operations - Principal Accounting Policies, Critical Accounting Estimates and Key Judgments” of our Annual Report on

Form 10-K for the year ended December 31, 2025. The Company continuously reviews its significant assumptions and

estimates in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential

direct and indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will

materialize or that actual results will not differ materially from estimates. There have been no material changes in our critical

accounting estimates since December 31, 2025.

Recently Issued Accounting Standards

See Note 1- Basis of Presentation and Recent Accounting Pronouncements to our accompanying unaudited interim

condensed consolidated financial statements for a full description of recent accounting pronouncements, if applicable, including

the respective expected dates of adoption and expected effects on results of operations and financial condition.

Non-GAAP measures

Adjusted EBITDA is not a measure defined by GAAP. We believe the most directly comparable GAAP measure to

Adjusted EBITDA is our net income or loss for the relevant period.

Adjusted EBITDA is defined as income/(loss) from continuing operations before income taxes, results from joint

ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,

impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not

qualify for hedge accounting, share-based compensation expense, non-operating gains / (losses) on pension and other post-

employment benefits, factoring expenses, effects of certain purchase accounting adjustments, start-up and development costs or

acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring

items.

We believe Adjusted EBITDA, as defined above, is useful to investors as it illustrates the underlying performance of

continuing operations by excluding certain non-recurring and non-operating items. Similar concepts of adjusted EBITDA are

frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in

comparison, to other companies, many of which present an adjusted EBITDA-related performance measure when reporting

their results.

Adjusted EBITDA has limitations as an analytical tool. It is not a measure defined by GAAP and therefore does not

purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from

operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used

by other companies. As a result, you should not consider Adjusted EBITDA in isolation from, or as a substitute analysis for, our

results prepared in accordance with GAAP.

-38-

The following table reconciles our net income to our Adjusted EBITDA:

| (in millions of U.S. dollars) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net income | 148 | 36 | 344 | 74 |
| Income tax expense | 66 | 20 | 142 | 44 |
| Finance costs – net | 28 | 29 | 56 | 56 |
| Expenses on factoring arrangements | 5 | 6 | 9 | 11 |
| Depreciation and amortization | 84 | 82 | 167 | 160 |
| Restructuring costs | 2 | 1 | 5 | 2 |
| Unrealized gains on derivatives | 102 | (33) | 60 | (21) |
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | — | (1) | (1) | — |
| Pension and other post-employment benefits - non-operating gains | (4) | (4) | (7) | (7) |
| Share based compensation | 8 | 7 | 19 | 13 |
| Losses on disposal | 1 | 1 | 1 | 1 |
| Other (A) | — | 2 | — | (1) |
| Adjusted EBITDA1 | 439 | 146 | 798 | 332 |
| of which Metal price lag (B) | 129 | (19) | 226 | 20 |

1Adjusted EBITDA includes the non-cash impact of metal price lag

(A)For the three months ended June 30, 2025, Other mainly includes $2 million of clean-up costs related to the flooding of our facilities in

Valais (Switzerland). For the six months ended June 30, 2025, Other mainly includes $9 million of insurance proceeds and $7 million

of clean-up costs related to the flooding of our facilities in Valais (Switzerland).

(B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's

Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial

impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s

manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market

price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the

period.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

In addition to the risks inherent in our operations, we are exposed to a variety market risks (including foreign currency

exchange, interest rate and commodity price risk). Our exposure to market risk has not changed materially since December 31,

2025. Further information can be found in Item 7A. and Note 16 to our audited consolidated financial statements in our Annual

Report on Form 10-K for the year ended December 31, 2025.

## Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls

and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, at the end of

the period covered by this Quarterly Report, and they have concluded that these controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the second quarter of 2026 that have

materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

-39-

PART II

## Item 1. Legal Proceedings

Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended

December 31, 2025, for information concerning material legal proceedings with respect to the Company. There have been no

material developments since December 31, 2025.

## Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. of our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025.

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to our share purchases during the quarter ended June 30,

2026.

| Period | Total number of shares purchased | Average price paid per share (in U.S. dollars) | Total number of shares purchased as part of publicly announced plans or programs | Maximum approximate dollar value of shares that may yet be purchased under the program |
| --- | --- | --- | --- | --- |
| April 1 - April 30, 2026 | 241,155 | 29.74 | 241,155 | 71,669,820 |
| May 1 - May 31, 2026(1) | — | — | — | 300,000,000 |
| June 1 - June 30, 2026(2) | 381,567 | 34.07 | 381,567 | 287,000,029 |
| Total | 622,722 |  | 622,722 | 287,000,029 |

(1) On March 12, 2026, the Company announced that the Board of Directors authorized a new share repurchase program of up to

$300 million of the Company’s outstanding ordinary shares, which is effective as of the Company’s 2026 Annual General Meeting of

Shareholders held on May 21, 2026, and which will expire on December 31, 2028. The new share repurchase program replaces and

supersedes the previous share repurchase program authorized by the Board of Directors on February 21, 2024 and which was set to

expire on December 31, 2026, of which $72 million remained.

(2) At June 30, 2026, approximately $287 million remains under the Company’s current share repurchase program. More information

about our share repurchase program is available in Part II, Item 5. “Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities - Purchases of Equity Securities by the Issuer and Affiliated Purchasers” of our

Annual Report on Form 10-K for the year ended December 31, 2025.

## Item 3. Defaults Upon Senior Securities

None.

## Item 4. Mine Safety Disclosures

Not Applicable.

## Item 5. Other Information

Insider Trading Arrangements

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the

Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each

term is defined in Item 408(a) of Regulation S-K.

-40-

## Item 6. Exhibits

| Exhibit | Description |
| --- | --- |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
| 32.1 | Certification by Chief Executive Officer of Constellium SE, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification by Chief Financial Officer of Constellium SE, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.INS | Inline XBRL Instance Document** |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document** |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)** |

* Furnished herewith.

** Filed herewith.

† Indicates a management contract or compensatory plan.

-41-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Constellium SE

Date: July 29, 2026 By: /s/ Ingrid Joerg

Name: Ingrid Joerg

Title: Chief Executive Officer and Director

Date: July 29, 2026 By: /s/ Jack Guo

Name: Jack Guo

Title: Executive Vice President & Chief Financial Officer

---

## EX-31.1

SEC source: [a2606_ex311ceo302certifica.htm](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex311ceo302certifica.htm)

Exhibit 31.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ingrid Joerg, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Constellium SE;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2026 By: /s/ Ingrid Joerg

Name: Ingrid Joerg

Title: Chief Executive Officer

---

## EX-31.2

SEC source: [a2606_ex312cfo302certifica.htm](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex312cfo302certifica.htm)

Exhibit 31.2

Certification by the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jack Guo, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Constellium SE;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2026 By: /s/ Jack Guo

Name: Jack Guo

Title: Executive Vice President and Chief Financial Officer

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## EX-32.1

SEC source: [a2606_ex321ceo906certifica.htm](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex321ceo906certifica.htm)

Exhibit 32.1

Certification by the Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Constellium SE (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Ingrid Joerg, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 29, 2026 By: /s/ Ingrid Joerg

Name: Ingrid Joerg

Title: Chief Executive Officer

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## EX-32.2

SEC source: [a2606_ex322cfo906certifica.htm](https://www.sec.gov/Archives/edgar/data/1563411/000156341126000192/a2606_ex322cfo906certifica.htm)

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Constellium SE (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Jack Guo, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 29, 2026 By: /s/ Jack Guo

Name: Jack Guo

Title: Executive Vice President and Chief Financial Officer