UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-37816
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
OF ALCOA USA CORP.
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
OF ALCOA USA CORP.
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
ALCOA CORPORATION
201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania 15212-5858
Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Index
Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Retirement Savings Plan for Hourly Employees of Alcoa USA Corp., and
Retirement Savings Plan for Salaried Employees of Alcoa USA Corp.
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Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted as they are not applicable. |
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Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of
Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. and
Retirement Savings Plan for Salaried Employees of Alcoa USA Corp.
Opinions on the Individual Financial Statements
We have audited the accompanying statements of individual plan net assets available for benefits of the Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. and the Retirement Savings Plan for Salaried Employees of Alcoa USA Corp. (hereafter collectively referred to as the “Plans”) as of December 31, 2025 and 2024 and the related statements of changes in individual plan net assets available for benefits for the year ended December 31, 2025, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits for each of the Plans as of December 31, 2025 and 2024, and the changes in each of their net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These individual plan financial statements are the responsibility of the Plans’ management. Our responsibility is to express an opinion on the Plans’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these individual plan financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the individual plan financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the individual plan financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the individual plan financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the individual financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2025 for each of the Plans ("supplemental schedules") have been subjected to audit procedures performed in conjunction with the audit of the Plans' financial statements. The supplemental schedules are the responsibility of the Plans’ management. Our audit procedures included determining whether the supplemental schedules reconcile to the individual plan financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the individual plan financial statements as a whole.
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/s/ PricewaterhouseCoopers LLP |
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Pittsburgh, Pennsylvania |
June 11, 2026 |
We have served as the Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. auditor since 2017.
We have served as the Retirement Savings Plan for Salaried Employees of Alcoa USA Corp. auditor since 2017.
Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Statements of Individual Plan Net Assets Available for Benefits
December 31, 2025
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Hourly Plan |
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Salaried Plan |
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Assets |
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Plan's value of interest in Savings Plans Master Trust for Alcoa USA Corporation at fair value |
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Alcoa Corporation Stock Fund |
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$ |
4,908,261 |
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$ |
9,175,589 |
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Self-directed brokerage accounts |
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6,503,446 |
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18,073,166 |
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Other investments |
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226,098,532 |
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384,566,075 |
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Total investments at fair value in Savings Plans Master Trust for Alcoa USA Corporation |
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237,510,239 |
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411,814,830 |
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Investment contracts at contract value (Note 5) |
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23,141,275 |
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28,919,479 |
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Total value of interest in Savings Plans Master Trust for Alcoa USA Corporation (Note 3) |
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260,651,514 |
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440,734,309 |
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Receivables |
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Notes receivable from participants |
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5,831,702 |
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1,729,935 |
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Participant contribution receivable |
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88,080 |
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— |
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Employer contribution receivable |
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88,823 |
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115,885 |
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Total receivables |
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6,008,605 |
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1,845,820 |
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Net assets available for benefits |
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$ |
266,660,119 |
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$ |
442,580,129 |
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Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Statements of Individual Plan Net Assets Available for Benefits
December 31, 2024
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Hourly Plan |
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Salaried Plan |
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Assets |
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Plan's value of interest in Savings Plans Master Trust for Alcoa USA Corporation at fair value |
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Alcoa Corporation Stock Fund |
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$ |
4,435,218 |
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$ |
6,957,414 |
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Self-directed brokerage accounts |
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6,813,070 |
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15,823,007 |
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Other investments |
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202,878,930 |
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367,904,843 |
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Total investments at fair value in Savings Plans Master Trust for Alcoa USA Corporation |
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214,127,218 |
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390,685,264 |
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Investment contracts at contract value (Note 5) |
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26,650,341 |
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31,782,908 |
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Total value of interest in Savings Plans Master Trust for Alcoa USA Corporation (Note 3) |
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240,777,559 |
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422,468,172 |
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Receivables |
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Notes receivable from participants |
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4,897,925 |
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1,521,789 |
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Participant contribution receivable |
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215,249 |
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— |
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Employer contribution receivable |
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139,329 |
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— |
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Total receivables |
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5,252,503 |
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1,521,789 |
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Net assets available for benefits |
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$ |
246,030,062 |
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$ |
423,989,961 |
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Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Statements of Changes in Individual Plan Net Assets Available for Benefits
For the Year Ended December 31, 2025
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Hourly Plan |
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Salaried Plan |
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Additions |
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Contributions |
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Alcoa Corporation Stock Fund |
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Participant |
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$ |
178,746 |
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$ |
128,769 |
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Employer |
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75,063 |
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122,045 |
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Other investments |
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Participant |
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9,344,053 |
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11,049,451 |
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Employer |
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5,932,495 |
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8,831,368 |
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Total contributions |
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15,530,357 |
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20,131,633 |
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Plan interest in Savings Plans Master Trust for Alcoa USA Corporation investment income |
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Alcoa Corporation Stock Fund |
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1,813,765 |
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3,421,653 |
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Self-directed brokerage accounts |
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982,752 |
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3,508,759 |
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Other investments |
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34,878,077 |
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60,990,204 |
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Total Plan interest in Savings Plans Master Trust for Alcoa USA Corporation investment income |
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37,674,594 |
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67,920,616 |
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Total additions |
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53,204,951 |
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88,052,249 |
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Deductions |
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Benefit payments to participants |
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(32,185,897 |
) |
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(69,851,078 |
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Net increase prior to Plan transfers |
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21,019,054 |
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18,201,171 |
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Plan transfers |
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Transfers between plans, net |
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(388,997 |
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388,997 |
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Net increase |
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20,630,057 |
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18,590,168 |
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Net assets available for benefits |
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Beginning of year |
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246,030,062 |
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423,989,961 |
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End of year |
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$ |
266,660,119 |
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$ |
442,580,129 |
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Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2025 and 2024
1. Description of Plans
General
The Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. (“Hourly Plan”) and the Retirement Savings Plan for Salaried Employees of Alcoa USA Corp. (“Salaried Plan”), (collectively, the “Plans”) are defined contribution savings plans maintained pursuant to a master trust agreement (the “Master Trust”) between Alcoa USA Corp. (the “Company”) and the trustee, The Bank of New York Mellon (“Trustee”). In general, the Plans provide various investment options for amounts withheld from employees’ salaries and for company contributions. Plan documents are available to participants upon request.
Reference should be made to the basic prospectus and to the Summary Plan Description for a summary of the important features of each Plan, including eligibility, vesting, employee and company contributions, loans, withdrawals and compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility and Vesting
The Plans are available to eligible employees of the Company and certain subsidiary locations that have adopted the Plans. Employees are immediately eligible for plan participation. At all times, participants are fully vested in the value of their contributions plus actual earnings thereon. A participant is immediately vested in company contributions.
Employee Contributions
Eligible employees may elect to contribute to the Plans a percentage of eligible compensation as pre‑tax or Roth after-tax, when combined not to exceed the Internal Revenue Service (“IRS”) limit, or up to 10% as non-Roth after-tax, with a maximum of 25% in the aggregate. Certain eligible employees in the Hourly Plan may defer as pre-tax savings, a maximum of 50% of amounts earned under the applicable pay for performance plan in increments of 10% and subject to the maximums allowable by the Internal Revenue Code (“IRC”) and Department of Treasury regulations.
Negotiated deferrals, as defined in the Hourly Plan document, for certain eligible collective bargained employees will be contributed to their plan accounts as a separate, pre-tax contribution.
Eligible employees of age 50 or older or who become age 50 during the plan year and meet certain requirements may elect to make additional pre‑tax and/or Roth catch‑up contributions not to exceed the IRS limit. Certain participants may be eligible for enhanced catch-up contribution limits, and, for participants whose prior-year wages exceed applicable thresholds, catch-up contributions are required to be made on a Roth basis.
Elections can be changed effective for the first full payroll period following the election. Participants direct their contributions in multiples of 1% into various investment options offered by the Plans.
Certain eligible employees will be automatically enrolled in the Plans after 60 days of hire or rehire and subject to automatic payroll deductions, which will be contributed to the Plans as pre-tax savings, unless the employee chooses to enroll sooner or not to participate. Effective March 1, 2025, automatic payroll deductions are equal to 6% (3% if hired prior to March 1, 2025) of eligible compensation and increase by 1% annually each April 1 (following at least three months of participation) until the target rate of 10% (6% if hired prior to March 1, 2025) is attained. The employee can change the contribution rate, annual rate increase and target contribution rate or stop automatic enrollment at any time.
Employees’ Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Signatures
The Plans. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Management Committee for the Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. and the Retirement Savings Plan for Salaried Employees of Alcoa USA Corp. has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES OF ALCOA USA CORP.
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES OF ALCOA USA CORP.
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/s/ Molly Beerman |
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Molly Beerman |
Benefits Management Committee Member |
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/s/ David Cox |
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David Cox |
Benefits Management Committee Member |
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/s/ Louis Langlois |
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Louis Langlois |
Benefits Management Committee Member |
June 11, 2026
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8
(Nos. 333-214420, 333-214423 and 333-218038) of Alcoa Corporation of our report dated June 11, 2026 relating to the financial statements and supplemental schedules of the Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. and the Retirement Savings Plan for Salaried Employees of Alcoa USA Corp., which appears in this Form 11-K.
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/s/ PricewaterhouseCoopers LLP |
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Pittsburgh, Pennsylvania |
June 11, 2026 |