Howmet Aerospace (HWM) 10-K risk factor changes: FY2025 vs FY2024

For example, as the Russia-Ukraine conflict continues, global titanium prices may continue to [removed: fluctuate or increase.][added: fluctuate.]

The global trade landscape is growing more volatile, [removed: including,] [added: including] as a result of [removed: the recent] [added: 2025 and early 2026] executive orders in the U.S. for the imposition of new tariffs, the [removed: likelihood of further tariffs and] retaliatory counter measures by other [removed: countries.][added: countries and the likelihood and unpredictability of further tariffs and related countermeasures.]

If Howmet’s operations, particularly at one of its key manufacturing facilities, were to be disrupted, including because of significant equipment failures, natural disasters, power outages, fires, explosions, terrorism, [added: violence,] theft, sabotage, adverse weather conditions, public health crises, labor disputes, labor shortages, or other reasons, Howmet may be unable to effectively meet its obligations to, or demand from, its customers.

If the Company fails to attract, train, develop, and retain a global workforce with the skills and in the locations we [added: need to operate and grow our business, our business and operations could be adversely impacted.]

For example, quality control issues [removed: and a recent labor union work stoppage] at The Boeing Company (“Boeing”) [removed: have negatively impacted, and are expected] [added: relating] to [added: which the Federal Aviation Administration did not approve production rate increases for the Boeing 737 MAX until October 2025 and a Boeing labor union work stoppage in late 2024] negatively [removed: impact,] [added: impacted] narrow body and wide body production [removed: rates in the near term.][added: rates.]

The use of new and evolving technologies, such as [removed: artificial intelligence, or] AI, presents risks and challenges that can [removed: impact our business.]

The occurrence of such events could negatively impact Howmet’s reputation and its competitive position and could result in litigation with third parties, regulatory action, loss of business, potential liability, [added: and increased remediation costs, any of which could have a material adverse effect on its financial condition and results of operations.]

As discussed in “Competitive Conditions” in [Part I, Item [removed: 1](#i97664d03bdbc402fa330a19b5868b4a6_13)] [added: 1](#i69449e2a146041a8a2fbc8f284e2b04e_13)] (Business) of this report, the markets for Howmet’s products are highly competitive.

The willingness of customers to accept alternative solutions for the products sold by Howmet, pricing pressure from competitors, and technological advancements or other [removed: developments] [added: developments, including the use of AI,] by or affecting Howmet’s competitors or customers could adversely affect Howmet’s business, financial condition, or results of operations.

Howmet’s competitive position and future performance depend, in part, on the Company’s ability to develop and innovate products, deploy technology initiatives, and implement advanced manufacturing [removed: technologies.][added: technologies, including through the use of new and evolving technologies, including AI.]

While Howmet intends to continue to develop innovative new products and services, [added: and implement advanced technologies, including through the use of AI,] it may not be able to successfully differentiate its products or services from those of its competitors or achieve and maintain technological advantages.

For information on our credit ratings, see “Liquidity and Capital Resources” in [Part II, Item [removed: 7](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: 7](#i69449e2a146041a8a2fbc8f284e2b04e_46)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations).

[removed: In addition, Howmet is required to make an annual measurement of plan assets] and liabilities, which may result in a significant charge to shareholders’ equity.

For a discussion regarding how Howmet’s financial statements can be affected by pension and other postretirement benefits accounting policies, see “Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits” in [Part II, Item [removed: 7](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: 7](#i69449e2a146041a8a2fbc8f284e2b04e_46)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [Note [removed: G](#i97664d03bdbc402fa330a19b5868b4a6_118)] [added: G](#i69449e2a146041a8a2fbc8f284e2b04e_118)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70).][added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70).]

The Company may modify, suspend, or cancel its share repurchase program or [removed: its] [added: any] dividend policy in any manner and at any time that it may deem necessary or appropriate.

These risks include, among other things, potential claims, class action lawsuits or compliance issues, including those relating to securities laws, employment laws, intellectual property rights, cyber, security and privacy, insurance, commercial matters, antitrust and competition, human rights, third-party relationships, [removed: ESG] [added: governance and sustainability] (including climate-related/sustainability and other) rules and regulations, supply chain operations, and the manufacture and sale of products.

For additional information regarding the legal proceedings involving the Company, see [Note [removed: U](#i97664d03bdbc402fa330a19b5868b4a6_169)] [added: U](#i69449e2a146041a8a2fbc8f284e2b04e_169)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70).][added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70).]

[added: If our government contracts are terminated, if we are suspended from government work, or if our] ability to compete for new contracts is adversely affected, our financial condition and results of operation could be adversely affected.

Changes in applicable domestic or foreign tax laws and regulations, including [removed: enactment of] the Organization for Economic Cooperation and Development’s Pillar 2 [removed: framework,] [added: framework and related safe harbors,] or their interpretation and application, [removed: including the possibility of retroactive effect,] could affect the Company’s tax expense and profitability.

For more information, see “Employees” in [Part I, Item [removed: 1](#i97664d03bdbc402fa330a19b5868b4a6_13)] [added: 1](#i69449e2a146041a8a2fbc8f284e2b04e_13)] (Business) of this report.

Physical risks associated with [removed: climate change may result in an increase of] the [removed: exposure to, and impact of, events with damage due to] [added: climate, such as] flooding, extreme winds, and extreme [removed: precipitation for] [added: precipitation, expose us to risks of damage of] Howmet locations or those of its suppliers or customers.

These climate-related impacts may have an adverse effect on [added: the] production capacity of Howmet sites or those of its suppliers or customers.

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties and given the unpredictability and frequency of these changes, there can be no assurance we will be able to successfully mitigate the impacts of changes in the global trade environment and if the Company is unable to mitigate these impacts, Howmet’s business, operating results or financial condition could be materially adversely affected.

impact our business.

Additionally, while the use of AI can be beneficial to the Company, AI algorithms are currently known to sometimes produce unexpected results or behave in unpredictable ways that can generate, among other things, irrelevant, nonsensical, inaccurate, harmful, discriminatory or infringing results, which could harm the Company’s business, reputation, or result in legal or regulatory actions.

The Company's competitors may adopt new technological initiatives and implement technological advancements using AI to pursue new or improved products and services more quickly, profitably, successfully and effectively than the Company.

Howmet may not realize the expected benefits of acquisitions on the anticipated time frame or at all.

On December 22, 2025, Howmet entered into a purchase agreement with Stanley Black & Decker, pursuant to which the Company has agreed to purchase CAM for a cash purchase price of approximately $1.8 billion, subject to customary adjustments.

Completion of the Proposed CAM Acquisition is subject to a number of conditions set forth in the purchase agreement, some of which are beyond the Company’s control.

These conditions may impact the ability of the Company to complete the Proposed CAM Acquisition on the expected terms and within the anticipated closing time period or at all because required regulatory approval or other conditions to closing are not received or satisfied on a timely basis or at all.

In addition, the occurrence of certain events, changes or other circumstances could give rise to the termination of the purchase agreement and prevent the completion of the Proposed CAM Acquisition.

Howmet may not realize the expected benefits of the Proposed CAM Acquisition, including the anticipated synergies and favorable tax treatment of the proposed transaction and the anticipated broader offering of fastening solutions within the anticipated time frame, or at all.

Howmet intends to finance the Proposed CAM Acquisition through utilizing a variety of financing sources, which may include borrowing under its commercial paper program or debt facilities, the issuance of debt securities and cash on hand.

For more information, see “Liquidity and Capital Resources—Planned Financing for the Proposed CAM Acquisition” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations).

However, no assurance can be given that Howmet will obtain the intended financing for the Proposed CAM Acquisition on commercially reasonable terms or terms acceptable to us, and the Company may be required to finance a portion of the purchase price of the Proposed CAM Acquisition at interest rates higher than currently expected.

Any failure to complete the Proposed CAM Acquisition on the anticipated time frame or at all, and any limitations on Howmet’s ability to obtain financing and related reductions in the Company’s liquidity or increases in the Company’s borrowing costs may adversely affect Howmet’s business, financial condition, or results of operations.

In addition to the Proposed CAM Acquisition, Howmet may continue to pursue other acquisitions and take other strategic actions to grow or streamline its portfolio.

There can be no assurance that we will be able to execute upon any such acquisitions or strategic actions, or that any anticipated benefits of such acquisitions or actions will be realized.

Acquisitions, including the planned Proposed CAM Acquisition, present significant operational challenges and risks, including the effective integration of the business into the Company, which may be more difficult, time consuming or more costly than expected and may divert management attention from the Company’s existing business.

Acquisitions, including the Proposed CAM Acquisition, may increase operating costs, expose the Company to potential unforeseen issues and legal liabilities, including the assumption of liabilities (including unforeseen liabilities) of acquired companies or businesses, increase cybersecurity issues or vulnerabilities or result in customer loss and business disruption (including, without limitation, difficulties in retaining or maintaining relationships with employees, customers or suppliers).

Any of the foregoing may adversely affect Howmet’s business, financial condition, or results of operations.

In addition, Howmet is required to make an annual measurement of plan assets

In addition, laws and regulations focused on the development, use and provision of certain new technologies, such as AI (including generative AI) technologies, and the enforcement thereof are growing worldwide and may impose certain obligations on Howmet, may limit how we use these technologies and could result in reputational damage, monetary penalties or other regulatory actions to the extent Howmet uses such technologies and fails to comply with such obligations.

Monitoring and responding to new and rapidly developing laws and regulations could be costly or have an adverse effect on our operations.

Furthermore, unauthorized use, misuse or increased use of AI may increase the risk of a loss of intellectual property, including, for instance, if an employee inputs confidential information, such as trade secrets, into AI or machine learning technologies, resulting in such information becoming accessible by third parties, including competitors.

Climate change may result in an increase of such risks and the impact they have on our business.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

need to operate and grow our business, our business and operations could be adversely impacted.

and increased remediation costs, any of which could have a material adverse effect on its financial condition and results of operations.

If our government contracts are terminated, if we are suspended from government work, or if our

[removed: The] MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] (Financial Statements and Supplementary Data) of this Form 10-K.

Howmet’s innovative, multi-material products, which [added: may] include nickel, titanium, aluminum, and cobalt, are used worldwide in the aerospace (commercial and defense), commercial transportation, [removed: and industrial] [added: gas turbines,] and other markets.

Based upon the country where the point of shipment occurred, North America and Europe generated [removed: 71%] [added: 72%] and [removed: 23%,] [added: 22%,] respectively, of Howmet’s sales in [removed: 2024.][added: 2025.]

Management Review of [removed: 2024] [added: 2025] and Outlook

The Company derived approximately [removed: 52%] [added: 70%] of its revenue from products sold to the commercial [added: and defense] aerospace [removed: market] [added: markets] for the year ended December 31, [removed: 2024.][added: 2025.]

The timing and level of future aircraft builds by [removed: OEMs] [added: original equipment manufacturers] are subject to changes and uncertainties, which may cause our future results to differ from prior periods due to changes in product mix in certain segments.

In [removed: 2024,] [added: 2025,] Sales increased [removed: 12%] [added: 11%] from [removed: 2023] [added: 2024] primarily as a result of [removed: higher volumes] [added: growth] in the commercial aerospace, defense aerospace, and [removed: industrial and other] [added: gas turbines] markets, [removed: and] [added: including engine spares,] favorable product pricing, [added: and cost pass through,] partially offset by lower volumes in the commercial transportation market.

Income before income taxes increased [removed: 42%] [added: 33%] from [removed: 2023.][added: 2024.]

Total Segment Adjusted EBITDA(1) increased [removed: 27%] [added: 25%] from [removed: 2023] [added: 2024] primarily due to [removed: favorable sales] [added: growth] in the commercial aerospace, defense aerospace, and [removed: industrial] [added: gas turbines markets,] and [removed: other markets as well as] favorable product [removed: pricing.][added: pricing, partially offset by lower volumes in the commercial transportation market.]

Management’s focus and the related results enabled Howmet to end [removed: 2024] [added: 2025] with a solid financial position.

The following financial information reflects certain key highlights of Howmet’s [removed: 2024] [added: 2025] results:

- Sales of [removed: $7,430,] [added: $8,252,] an increase of [removed: 12%] [added: 11%] from [removed: 2023,] [added: 2024,] driven by [removed: higher sales] [added: growth] in the commercial aerospace, defense aerospace, and [removed: industrial and other] [added: gas turbines] markets, [added: including engine spares,] partially offset by lower [removed: sales] [added: volumes] in the commercial transportation market;

[removed: -] Net income [removed: of] [added: was] $1,155, or $2.81 per diluted [removed: share;][added: share, for 2024 compared to $765, or $1.83 per diluted share, in 2023.]

- Total Segment Adjusted EBITDA(1) of [removed: $2,009,] [added: $2,507,] an increase of [removed: $422,] [added: $498,] or [removed: 27%,] [added: 25%,] from [removed: 2023;][added: 2024;]

- Cash on hand and restricted cash at the end of the year of [removed: $565;][added: $743;]

- Cash provided from operations of [removed: $1,298;] [added: $1,884;] cash used for financing activities of [removed: $1,026;] [added: $1,269;] and cash used for investing activities of [removed: $316;][added: $438;]

- Repurchased the Company’s common stock of approximately [removed: 6] [added: 4.4] million shares under the Share Repurchase Program for approximately [removed: $500;][added: $700;]

[removed: - Total debt of $3,315, a net] [added: The] decrease of [removed: $391 from 2023, reflecting repurchases and redemption of $600 aggregate principal amount] [added: $36, or 17%, was primarily due to the early redemptions] of the 6.875% Notes due May 2025 (the “2025 [removed: Notes”), redemption of $205 aggregate principal amount] [added: Notes”) during various periods in 2024, the early redemptions] of the 5.125% Notes due October 2024 (the “2024 [removed: Notes”),] [added: Notes”) during various periods during 2023 and 2024, and the] early partial prepayment of [removed: $60 aggregate principal amount of] its USD term loan, partially offset by the [added: August 2024] issuance of $500 aggregate principal amount of the 4.850% Notes due October 2031 (the “2031 Notes”), net of the cross-currency swap that synthetically converted the 2031 Notes into a lower fixed-interest-rate Euro [removed: liability; and][added: liability.]

- The Company’s common stock had a closing price of [removed: $109.37] [added: $205.02] per share as of December 31, [removed: 2024,] [added: 2025,] an increase of [removed: $96.17] [added: $191.82] per share, or [removed: 729%,] [added: 1453%,] since the Arconic Inc. Separation Transaction on April 1, 2020, compared to an increase of [removed: 138%] [added: 177%] for the S&P 500® Index and [removed: 99%] [added: 178%] for the S&P 500® Aerospace & Defense Index over the same period.

In [removed: 2025,] [added: 2026,] management projects sales to increase as we expect solid growth in the commercial [removed: aerospace market,] [added: aerospace, defense aerospace,] and [added: gas turbines markets, and] the Company’s strong position in [removed: that market] [added: those markets] is expected to continue, including [removed: engines] [added: engine] spares.

Cash provided from operations is expected to increase for the full year in [removed: 2025] [added: 2026] compared with [removed: 2024,] [added: 2025,] resulting from a continued focus on operating [removed: performance and on capital efficiency.][added: performance.]

[removed: Sales.] Sales for 2024 were $7,430 compared with $6,640 in 2023, an increase of $790, or 12%.

The increase was primarily due to higher sales in the commercial aerospace, defense aerospace, and [removed: industrial and other] [added: gas turbines] markets, including engine spares, and favorable product pricing, partially offset by lower volumes in the commercial transportation market.

The increase was primarily due to [removed: higher sales] [added: growth] in the commercial aerospace, defense aerospace, [removed: commercial transportation,] and [removed: industrial and other] [added: gas turbines] markets, [added: including engine spares,] favorable product pricing, and [removed: an increase in material] cost pass [removed: through.][added: through, partially offset by lower volumes in the commercial transportation market.]

Product price increases are in excess of [added: material and] inflationary [added: cost] pass through to our customers.

[removed: Cost of goods sold (“COGS”).] COGS as a percentage of Sales was 68.9% in 2024 compared with 71.9% in 2023.

The Company had [added: no COGS net reimbursements in 2025 compared to] total COGS net reimbursements of $18 in 2024 due to the final settlement of the insurance claim related to a mechanical failure that occurred in 2022 resulting in substantial heat and fire-related damage to equipment at the Forged Wheels’ cast house in Barberton, Ohio (the “Barberton Cast House Incident”) in the second quarter of 2024 and the final settlement of the insurance claim related to the fires that occurred in 2019 at a Fastening Systems plant in France (the “France Plant Fire”) in the fourth quarter of [removed: 2024, compared to total COGS insurance claims reimbursements of $19 in 2023, partially offset by charges of $7 in 2023, related to the France Plant Fire and Barberton Cast House Incident.][added: 2024.]

[removed: The insurance claims] [added: All cash] related to the [added: completed insurance claims for the] Barberton Cast House Incident and the France Plant Fire [removed: have now been completed.][added: were collected as of January 2025.]

The decrease was primarily due to higher volumes, favorable product [removed: pricing,] [added: pricing] and [removed: lower costs related to three plant fires,] [added: productivity gains,] partially offset by [removed: material cost pass through and] increased net headcount, primarily in the Engine Products [removed: and Fastening Systems segments,] [added: segment,] in support of expected revenue increases.

The Company had total COGS [removed: insurance claims] [added: net] reimbursements of [removed: $19] [added: $18] in [removed: 2023, partially offset by charges] [added: 2024 due to the final settlement] of [removed: $7,] [added: the Barberton Cast House Incident in the second quarter of 2024 and the final settlement of the insurance claim] related [added: to] the France Plant Fire [removed: and] [added: in] the [removed: Barberton Cast House Incident,] [added: fourth quarter of 2024,] compared to total COGS [removed: charges] [added: insurance claims reimbursements] of [removed: $59] [added: $19] in [removed: 2022,] [added: 2023, partially] offset by [removed: partial insurance claims reimbursements] [added: charges] of [removed: $23,] [added: $7 in 2023,] related to [removed: a fire at a Forged Wheels plant in Barberton, Ohio in mid-February 2020 (the “Barberton Plant Fire”) and] the France Plant [removed: Fire.][added: Fire and Barberton Cast House Incident.]

[removed: Selling, general administrative, and other expenses (“SG&A”).] SG&A expenses were $347, or 4.7% of Sales, in 2024 compared with $333, or 5.0% of Sales, in 2023.

The increase in SG&A of [removed: $45,] [added: $23,] or [removed: 16%,] [added: 7%,] was primarily due to higher employment [removed: costs] [added: costs, other administrative expenses,] and [removed: legal fees.][added: acquisition costs.]

[removed: Research and development expenses (“R&D”).] R&D expenses were $33 in 2024 compared with $36 in 2023.

The increase of $4, or [removed: 13%,] [added: 12%,] was primarily due to [removed: higher] [added: an increase in] spending on technology projects [added: related] to [removed: support] the aerospace [removed: business.][added: and gas turbines markets.]

[removed: Provision for depreciation and amortization (“D&A”).] The provision for D&A was $277 in 2024 compared with $272 in 2023.

The increase of [removed: $7,] [added: $6,] or [removed: 3%,] [added: 2%,] was primarily driven by higher depreciation [added: from additional capital investments] in [added: capacity expansions within] the Engine Products segment.

Restructuring and other charges. Restructuring and other charges were [removed: $21] [added: $84] in [removed: 2024] [added: 2025] compared with [removed: $23] [added: $21] in [removed: 2023] [added: 2024] and [removed: $56] [added: $23] in [removed: 2022.][added: 2023.]

Restructuring and other charges in 2024 consisted primarily of a $13 net loss on the sale of a small U.K. manufacturing facility in Engineered Structures and [added: a] $10 charge for layoff costs.

Restructuring and other charges in 2023 consisted primarily of a $12 charge for impairment of assets primarily related to decommissioned fixed assets in Engineered Structures, a $5 charge for U.S. and Canadian pension plans’ settlement accounting, a $3 charge for layoff costs, a $3 charge for various other exit related costs primarily for the closures of small manufacturing facilities, and a $2 charge for accelerated depreciation primarily related to the closure of a small Engineered Structures facility in the U.K. [removed: The Company has closed or sold some small manufacturing facilities including three in the U.K. and may, in the future, close additional small facilities in order to consolidate operations, reduce fixed costs, and exit less profitable businesses.]

See [Note [removed: D](#i97664d03bdbc402fa330a19b5868b4a6_109)] [added: D](#i69449e2a146041a8a2fbc8f284e2b04e_109)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] (Financial Statements and Supplementary Data) of this Form 10-K for additional detail.

Recent Developments

On December 22, 2025, Howmet Aerospace entered into a transaction with Stanley Black & Decker, pursuant to which the Company has agreed to purchase CAM, for a cash purchase price of approximately $1.8 billion, subject to customary adjustments.

The Proposed CAM Acquisition is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.

On February 6, 2026, the Company acquired Brunner Manufacturing Co. Inc., a small privately-held manufacturer of high-quality fastener products in the U.S., for an all-cash purchase price.

See “Business” in Part I, Item 1 and “Liquidity and Capital Resources” in Part II, Item 7 for more information.

- Net income of $1,508, an increase of 31%, or $3.71 per diluted share, an increase of 32%, from 2024;

- Income before income taxes of $1,840, an increase of $457, or 33%, from 2024;

- Total debt of $3,050, a net decrease of $265 from 2024, reflecting the early redemption of the 5.900% Notes due February 2027 (the “2027 Notes”) of $625 and the early prepayment of its USD Term Loan Facility during various periods in 2025 of $140, partially offset by the November 2025 issuance of $500 aggregate principal amount of the 4.550% Notes due 2032 (the “2032 Notes”); and

Capital expenditures are expected to remain elevated with additional investments in capacity expansions to support aerospace and gas turbines market growth and share gains.

Sales. Sales for 2025 were $8,252 compared with $7,430 in 2024, an increase of $822, or 11%.

Cost of goods sold (“COGS”). COGS as a percentage of Sales was 65.8% in 2025 compared with 68.9% in 2024.

Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $370, or 4.5% of Sales, in 2025 compared with $347, or 4.7% of Sales, in 2024.

Research and development expenses (“R&D”). R&D expenses were $37 in 2025 compared with $33 in 2024.

Provision for depreciation and amortization (“D&A”). The provision for D&A was $283 in 2025 compared with $277 in 2024.

Restructuring and other charges in 2025 consisted primarily of $89 charges for U.K. pension plan settlement accounting and a $3 charge for layoff costs partially offset by $5 in gains on the sales of assets at two small previously closed facilities.

The Company has closed or sold some small manufacturing facilities and may, in the future, close or sell additional small facilities in order to consolidate operations, reduce fixed costs, and exit less profitable businesses.

The decrease of $31, or 17%, was primarily due to the early redemption of the 2027 Notes and the early prepayments of its USD Term Loan Facility during various periods in 2025, partially offset by the November 2025 issuance of the 2032 Notes.

Loss on debt redemption was $15 in 2025 compared with $6 in 2024.

See [Note Q](#i69449e2a146041a8a2fbc8f284e2b04e_154) to the Consolidated Financial Statements in [Part II, Item 8](#i69449e2a146041a8a2fbc8f284e2b04e_70) (Financial Statements and Supplementary Data) of this Form 10-K for additional detail related to the Company’s debt.

The decrease in expense of $22 was primarily due to an increase of foreign currency translation gains, net of $16.

The increase in results of $353, or 31%, was primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets, including engine spares, favorable product pricing, a reduction in interest expense due to lower long-term debt levels, and an increase of foreign currency translation gains, partially offset by lower volumes in the commercial transportation market.

Third-party sales for the Engine Products segment increased $585, or 16%, in 2025 compared with 2024, primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets, including engine spares growth.

Capital expenditures are expected to remain elevated with additional investments in capacity expansions to support aerospace and gas turbines market growth and share gains.

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Demand in the commercial transportation market is expected to remain low with recovery beginning in the second half of 2026, given tariff-related, economic, and regulatory uncertainty in North America.

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

The Brunner acquisition will be included in the operations of the Fastening Systems segment after February 6, 2026.

Upon completion of the announced Proposed CAM Acquisition, CAM operations are expected to be included in our Fastening Systems segment.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

components, and assemblies for aerospace and defense applications.

Third-party sales for the Engineered Structures segment increased $83, or 8%, in 2025 compared with 2024, primarily due to growth in the defense aerospace market.

Segment Adjusted EBITDA for the Engineered Structures segment increased $77, or 46%, in 2025 compared with 2024, primarily due to growth in the defense aerospace market.

Segment Adjusted EBITDA Margin for the Engineered Structures segment increased approximately 560 basis points in 2025 compared with 2024, primarily due to growth in the defense aerospace market.

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

(2)Corporate expense includes selling, general administrative and other expenses, costs of corporate headquarters, plant fire reimbursements, acquisition costs, costs associated with closures, supply chain disruptions, and other items.

Corporate expense increased $15, or 18%, in 2025 compared with 2024, primarily due to a decrease in net plant fire reimbursements from the France Plant Fire and Barberton Cast House Incident of $18, partially offset by acquisition costs of $2.

Aircraft production in the commercial aerospace industry continues to grow based on increases in demand for narrow body and wide body aircraft.

We expect our commercial aerospace wide body and narrow body demand, including engine spares, also to continue to grow.

Quality control issues at The Boeing Company (“Boeing”) have had and are expected to continue to have a negative impact on narrow body and wide body production rates in the near term.

For instance, the Federal Aviation Administration stated that it will not approve production rate increases above 38 aircraft per month or additional production lines for the Boeing 737 MAX until it is satisfied that Boeing is in full compliance with required quality control procedures.

In addition, a labor union work stoppage and ensuing production restart at Boeing has negatively impacted results.

Boeing production levels have had and are expected to have a material impact on the financial performance of Howmet.

- Income before income taxes of $1,383, an increase of $408, or 42%, from 2023;

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

Capital expenditures are expected to increase with additional investments in capacity expansions.

Sales for 2023 were $6,640 compared with $5,663 in 2022, an increase of $977, or 17%.

All cash related to the insurance claims has been collected as of January 2025.

COGS as a percentage of Sales was 71.9% in 2023 compared with 72.5% in 2022.

The insurance claims related to these three plant fires were in excess of the insurance deductible.

During the fourth quarter of 2022, the Company settled the insurance claim related to the Barberton Plant Fire.

SG&A expenses were $333, or 5.0% of Sales, in 2023 compared with $288, or 5.1% of Sales, in 2022.

R&D expenses were $36 in 2023 compared with $32 in 2022.

The provision for D&A was $272 in 2023 compared with $265 in 2022.

Restructuring and other charges in 2022 consisted primarily of a $58 charge for U.K. and U.S. pension plans’ settlement accounting and a $6 charge for various other exit costs.

These charges were partially offset by a gain of $8 on the sale of assets at a small U.S. manufacturing facility in Engine Products.

The decrease of $36, or 17%, was primarily due to the early redemptions of the 6.875% Notes due May 2025 (the “2025 Notes”) during various periods in 2024, the early redemptions of the 5.125% Notes due October 2024 (the “2024 Notes”) during various periods during 2023 and 2024, and the early partial prepayment of its USD term loan, partially offset by the August 2024 issuance of $500 aggregate principal amount of the 2031 Notes, net of the cross-currency swap that synthetically converted the 2031 Notes into a lower fixed-interest-rate Euro liability.

The decrease of $11, or 5%, was primarily due to a reduced average level of debt for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decrease in expense of $74 was primarily due to the reversal of $25 of the $65 pre-tax charge taken in the third quarter of 2022 related to the LBIE legal proceeding which was settled in the second quarter of 2023 (See [Note U](#i97664d03bdbc402fa330a19b5868b4a6_169) to the Consolidated Financial Statements in [Part II, Item 8](#i97664d03bdbc402fa330a19b5868b4a6_70)) (Financial Statements and Supplementary Data) and higher interest income of $17, partially offset by the impacts of deferred compensation arrangements of $18, higher non-service related net periodic benefit costs related to pension and other postretirement benefit plans in 2023 of $13, and an increase from net realized and unrealized losses of $4, primarily related to mark-to-market adjustments on exchange-traded fixed income securities and losses on sales of receivables.

While the Company does not expect the adoption of the Pillar Two framework to have a material impact on its effective tax rate, we continue to monitor any additional guidance released by the OECD, along with the pending and adopted legislation in the countries where we operate.

The Inflation Reduction Act of 2022 (the “Act”) was signed into law on August 16, 2022.

The Act includes various tax provisions, including a 1% excise tax on net stock repurchases, expanded tax credits for clean energy incentives, and a corporate alternative minimum tax that generally applies to U.S. corporations with average adjusted financial statement income over a three-year period in excess of $1,000.

The Company does not expect the Act to materially impact its financial statements.

Net income was $765, or $1.83 per diluted share, for 2023 compared to $469, or $1.11 per diluted share, in 2022.

The increase in results of $296, or 63%, was primarily due to higher sales in the commercial aerospace market, favorable product pricing, a change of $90 due to the reversal of $25 of the $65 pre-tax charge taken in the third quarter of 2022 related to the LBIE legal proceeding (See [Note U](#i97664d03bdbc402fa330a19b5868b4a6_169) to the Consolidated Financial Statements in [Part II, Item 8](#i97664d03bdbc402fa330a19b5868b4a6_70)), a decrease in Restructuring and other charges of $33, and a decrease in Interest expense, net of $11, partially offset by an increase in the Provision for income taxes primarily driven by an increase in income before income taxes.

The segment absorbed approximately 435 net headcount since the end of 2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training, and operational costs.

Segment Adjusted EBITDA Margin for the Fastening Systems segment decreased approximately 30 basis points in 2023 compared with 2022, primarily due to an increase in headcount and inflationary costs, partially offset by higher volumes in the commercial aerospace, commercial transportation, defense aerospace, and industrial markets.

Demand in the commercial transportation market is not expected to recover before mid year of 2025 with some growth starting in the second half of 2025.

Third-party sales for the Engineered Structures segment increased $88, or 11%, in 2023 compared with 2022, primarily due to higher volumes in the commercial aerospace market, including Russian titanium share gains and the emerging wide body recovery, partially offset by lower volumes in the defense aerospace market associated with legacy fighter programs.

Segment Adjusted EBITDA for the Engineered Structures segment increased $2, or 2%, in 2023 compared with 2022, primarily due to higher volumes in the commercial aerospace market, partially offset by lower volumes in the defense aerospace market and additional operating costs from production rate increases not realized due to production bottlenecks at a plant.

The segment absorbed approximately 280 net headcount since the end of 2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training, and operational costs.

Segment Adjusted EBITDA Margin for the Engineered Structures segment decreased approximately 120 basis points in 2023 compared with 2022, primarily due to lower volumes in the defense aerospace market, material and inflationary cost pass through, additional operating costs from production rate increases not realized due to production bottlenecks at a plant, and an increase in headcount, partially offset by higher volumes in the commercial aerospace market.

The favorable impact of lower aluminum prices was partially offset by other inflationary cost pass through.

Corporate expense decreased $20, or 17%, in 2023 compared with 2022, primarily due to lower net costs related to the France Plant Fire, the Barberton Plant Fire, and the Barberton Cast House Incident of $48, partially offset by costs associated with closures, shutdowns, and other items of $10, costs related to collective bargaining agreement negotiations of $8, legal and other advisory reimbursements received in 2022 of $3 which did not recur in 2023, and higher employment costs in 2023.

operate effectively.

The use of cash in 2022 was primarily related to the repurchase of common stock of $400, the repayments on the aggregate outstanding principal amount of long-term debt of approximately $69, and dividends paid to shareholders of $44.

These items were partially offset by proceeds from the exercise of employee stock options of $16.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

Based upon the country where the point of shipment occurred, North America and Europe generated [removed: 71%] [added: 72%] and [removed: 23%,] [added: 22%,] respectively, of Howmet’s sales in [removed: 2024.][added: 2025.]

The Company produces products that are used [removed: primarily] in the aerospace (commercial and defense), commercial transportation, [removed: and industrial] [added: gas turbines,] and other markets.

*Aerospace (Commercial and Defense) Market.* Howmet’s largest market is aerospace, which represented approximately [removed: 68%] [added: 70%] of the Company’s revenue in [removed: 2024.][added: 2025.]

The commercial transportation market represented approximately [removed: 17%] [added: 15%] of the Company’s revenue in [removed: 2024.][added: 2025.]

[removed: *Industrial and Other Markets.* Industrial and other markets include] [added: *Gas Turbines Market.* The gas turbines market includes] industrial gas [removed: turbines,] [added: turbines and] oil and gas, [removed: and other industrials,] which represented approximately [removed: 15%] [added: 11%] of the Company’s revenue in [removed: 2024.][added: 2025.]

Engine Products principally serves the commercial and defense [removed: aerospace, industrial gas turbine, and oil] [added: aerospace] and gas [added: turbines] markets.

The Company’s portfolio, sold under the Alcoa® Wheels brand, includes advanced wheel designs utilizing [added: its] MagnaForce® alloy, offering superior durability and performance.

For additional discussion of each segment's business, see “Results of Operations—Segment Information” in [Part II, Item [removed: 7](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: 7](#i69449e2a146041a8a2fbc8f284e2b04e_46)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [Note [removed: C](#i97664d03bdbc402fa330a19b5868b4a6_106)] [added: C](#i69449e2a146041a8a2fbc8f284e2b04e_106)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70).][added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70).]

Sales by market for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] were:

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Aerospace - Commercial | | | [removed: 52] [added: 53] | | % | | | | [removed: 49] [added: 52] | | % | | | | [removed: 46] [added: 49] | | % |

| Aerospace - Defense | | | [removed: 16] [added: 17] | | % | | | | [removed: 15] [added: 16] | | % | | | | [removed: 16] [added: 15] | | % |

| Commercial Transportation | | | [removed: 17] [added: 15] | | % | | | | [removed: 21] [added: 17] | | % | | | | [removed: 23] [added: 21] | | % |

In [removed: 2024,] [added: 2025,] RTX Corporation and GE Aerospace each represented approximately [removed: 10%] [added: 11%] of the Company’s third-party sales.

See [Part I, Item [removed: 1A](#i97664d03bdbc402fa330a19b5868b4a6_16)] [added: 1A](#i69449e2a146041a8a2fbc8f284e2b04e_16)] (Risk Factors).

| France | | | | | | Dives-sur-Mer | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

| | | | | | | Gennevilliers | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

| | | | | | | Székesfehérvár | | | | | | Engine Products; Forged Wheels | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings and Forgings | | |

| | | | | | | Nomi | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

| [added: United Kingdom] | | | | | | Exeter(2) | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings and Alloy | | |

| | | | | | | [removed: Worcester(2)(3)] [added: Worcester(2)] | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings Tooling | | |

| | | | | | | La Porte, IN | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

| | | | | | | Whitehall, MI | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings and Coatings, Titanium Alloy and Specialty Products | | |

| | | | | | | Dover, NJ | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings and Alloy | | |

| | | | | | | Cleveland, OH | | | | | | Engine Products; Engineered Structures; Forged Wheels | | | | | | Forgings, [removed: Investment Casting Equipment,] [added: Aerospace] and [added: Gas Turbine Castings Tooling, and] Aerospace Components | | |

| | | | | | | Morristown, TN(2) | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Ceramic Products | | |

| | | | | | | Wichita Falls, TX | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

| | | | | | | Hampton, VA(2) | | | | | | Engine Products | | | | | | Aerospace and [removed: Industrial] Gas Turbine Castings | | |

The list in the above table does not include [removed: 17] [added: 16] locations that serve as sales and administrative offices, distribution centers or warehouses.

Important raw materials purchased in [removed: 2024] [added: 2025] for each of the Company’s reportable segments are listed below.

As of the end of [removed: 2024,] [added: 2025,] the Company’s worldwide patent portfolio consisted of approximately [removed: 950] [added: 1,020] granted patents and [removed: 220] [added: 180] pending patent applications.

As of the end of [removed: 2024,] [added: 2025,] the Company’s worldwide trademark portfolio consisted of approximately [removed: 1,570] [added: 1,590] registered trademarks and [removed: 50] [added: 70] pending trademark applications.

Principal competitors include Berkshire Hathaway Inc., through its 2016 acquisition of Precision Castparts Corporation and subsidiaries, for titanium and titanium-based alloys, precision forgings, seamless rolled rings, investment castings, including airfoils, and aerospace fasteners; VSMPO (Russia) for titanium and titanium-based alloys and precision forgings; [removed: Allegheny Technologies,] [added: ATI] Inc.’s High-Performance Materials & Components segment for titanium and titanium-based alloys and precision forgings; Lisi Aerospace (France) for aerospace fasteners; and Aubert & Duval (part of [removed: Eramet Group in France)] [added: Airbus, Safran, and Tikehau Capital)] for precision forgings.

Other competitors include Doncasters Group [removed: Ltd.] [added: Limited] (U.K.) and Consolidated Precision Products Corp. (owned by Warburg Pincus and Berkshire Partners) for investment castings; Weber [removed: Metals] [added: Metals, Inc.] (part of Otto Fuchs) for precision forgings; and Forgital [added: Group] and Frisa (Mexico) for seamless rings.

Its larger aluminum wheel competitors are Accuride Corporation, Speedline (member of the Ronal Group), Nippon Steel Corporation, [removed: Dicastal, Alux,] [added: Dicastal North America, Inc., Alux Co., Ltd.,] and Wheels India Limited.

In recent years, Forged Wheels has seen an increase in the number of aluminum wheel suppliers (both forged and cast aluminum wheels) from China, Taiwan, India, [removed: and] South [removed: Korea] [added: Korea, and Turkey] attempting to penetrate the global commercial transportation market.

In [removed: 2024,] [added: 2025,] compliance with these laws, rules and regulations did not have a material effect on our capital expenditures, results of operations or competitive position.

Additionally, we do not currently anticipate material capital expenditures for environmental control facilities in [removed: 2025.][added: 2026.]

For a discussion of the risks associated with certain applicable laws and regulations, see “Risk Factors.” Information relating to environmental matters is included in [Note [removed: U](#i97664d03bdbc402fa330a19b5868b4a6_169)] [added: U](#i69449e2a146041a8a2fbc8f284e2b04e_169)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] under the caption “Environmental Matters.”

New technology that increases the automation of job postings enables us to more widely disseminate our job vacancies to various partners and job boards, including our campus recruitment platform that [removed: enables] [added: helps] us to proactively reach a broad talent network of students and schools across the United States.

Recent Developments

*Consolidated Aerospace Manufacturing, LLC Acquisition Transaction*.

On December 22, 2025, the Company entered into an agreement with Stanley Black & Decker, Inc. (“Stanley Black & Decker”) to acquire Consolidated Aerospace Manufacturing, LLC (“CAM”), a wholly owned subsidiary of Stanley Black & Decker, for a cash purchase price of approximately $1.8 billion (the “Proposed CAM Acquisition”).

The Proposed CAM Acquisition is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.

See also “Liquidity and Capital Resources—Planned Financing for the Proposed CAM Acquisition” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations).

*Brunner Manufacturing Co. Inc. Acquisition Transaction*.

On February 6, 2026, the Company acquired Brunner Manufacturing Co. Inc., a small privately-held manufacturer of high-quality fastener products located in the U.S., for an all-cash purchase price (the “Brunner acquisition”).

The gas turbines market constitutes turbine parts with advanced cooling and coatings for use in heavy-duty gas turbine units as well as small- to mid-sized gas turbine units.

Turbines across these size ranges serve growing demand for electricity generation, driven by accelerating data center build-out.

In the fourth quarter 2025, the Company combined the revenue disclosure for the industrial gas turbine and oil & gas end markets into Gas Turbines.

As a result of this change, the Company will no longer disclose the Industrial & Other end market.

The revenue previously classified as general industrial is now classified as Other in our end market disclosures.

*Other Market*.

The other market includes all other areas, which represented approximately 4% of the Company’s revenue in 2025.

The Brunner acquisition will be included in the operations of the Fastening Systems segment after February 6, 2026.

Upon completion of the announced Proposed CAM Acquisition, CAM operations are expected to be included in our Fastening Systems segment.

| Gas Turbines | | | 11 | | % | | | | 10 | | % | | | | 10 | | % |

| Other | | | 4 | | % | | | | 5 | | % | | | | 5 | | % |

| | | | | | | Brecksville, OH(2) | | | | | | Engine Products | | | | | | Aerospace and Gas Turbine Castings Tooling | | |

The Company remains committed to its military recruiting, adding additional partnerships in 2025, including the U.S. Department of War SkillBridge Program that provides transitioning service members the opportunity for training and development with potential employers.

The Company offers increasingly more robust leadership and other development opportunities for our team members.

To bolster our operations internal talent pipeline, we created two new development programs, the Frontline Leader Program and the Plant Manager Development Initiative.

Additionally, the Company expanded its tuition assistance program in 2025 to now include reimbursement for a wide variety of certifications.

Following the resignation of Lola F.

Prior to joining Howmet, from 2017 to November 2025, he was Executive Vice President and Chief Financial Officer at Hexcel Corporation.

Mr. Winterlich held roles of increasing responsibility at Hexcel in Finance, Operations and Information Technology from 1998 to 2017.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| Industrial and Other(1) | | | 15 | | % | | | | 15 | | % | | | | 15 | | % |

(1) Industrial and Other comprise industrial gas turbine (approximately 45%), general industrial (approximately 30%), and oil and gas (approximately 25%).

On April 2, 2024, General Electric Company, one of our largest customers, completed the spin-off of its energy-focused business into GE Vernova, a new publicly traded company.

Since then, General Electric Company operates as GE Aerospace.

| United Kingdom | | | | | | Ecclesfield(2) | | | | | | Engine Products | | | | | | Metal, Billets | | |

(3)In October 2024, Howmet acquired Camcraft LTD.

In addition to existing training development programs for salaried employees, we have been working to extend training access using technology to our hourly employees during 2024, piloting this technology at several locations.

Mr. Giacobbe joined Howmet in 2004 as Vice President of Finance for Global Extruded Products, part of Alcoa Forgings and Extrusions.

He then served as Vice President of Finance for the Company’s Building and Construction Systems business from 2008 until 2011.

In 2011, he assumed the role of Group Controller for the Engineered Products and Solutions segment.

From January 2013 until October 2016, Mr. Giacobbe served as Chief Financial Officer of the Engineered Products and Solutions segment.

Before joining Howmet, Mr. Giacobbe held senior finance roles at Avaya and Lucent Technologies.

Lola F.

Prior to joining Howmet, she served as Senior Vice President and General Counsel of Airgas, Inc. from 2016 to May 2021.

Prior to her time at Airgas, Ms. Lin held various legal roles at Air Liquide USA LLC from 2007 to 2016, including as Vice President and Deputy General Counsel.

Prior to her roles at Airgas Inc. and Air Liquide, Ms. Lin held roles at Dell Inc., Sutherland Asbill & Brennan LLP and Locke Liddell & Sapp LLP.

Barbara L.

Shultz, 51, Vice President and Controller.

Ms. Shultz was initially elected Vice President and Controller of Howmet effective May 25, 2021.

Ms. Shultz joined Howmet in 2005 and served in numerous financial accounting positions until 2012 when she was appointed Director of Finance for the Company’s Alcoa Wheel and Transportation Products business.

She then served as Director of Compliance for the Company’s then Structures business from July 2015 to February 2019, Director of Compliance from February 2019 to June 2020, and Assistant Controller from June 2020 to May 2021.

Prior to joining Howmet, Ms. Shultz held several roles at PricewaterhouseCoopers LLP from 1995 to 2005.

For a discussion of legal proceedings, see [Note [removed: U](#i97664d03bdbc402fa330a19b5868b4a6_169)] [added: U](#i69449e2a146041a8a2fbc8f284e2b04e_169)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] of this Form 10-K.

For The Fiscal Year Ended December 31, [removed: 2024][added: 2025]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $31] [added: $75] billion.

As of February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 405,022,519] [added: 400,940,063] shares of common stock, par value $1.00 per share, of the registrant outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A (Proxy Statement).

| Item 1. | | | [removed: [Business](#i97664d03bdbc402fa330a19b5868b4a6_13)] [added: [Business](#i69449e2a146041a8a2fbc8f284e2b04e_13)] | | | [removed: [1](#i97664d03bdbc402fa330a19b5868b4a6_13)] [added: [1](#i69449e2a146041a8a2fbc8f284e2b04e_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i97664d03bdbc402fa330a19b5868b4a6_16)] [added: Factors](#i69449e2a146041a8a2fbc8f284e2b04e_16)] | | | [removed: [10](#i97664d03bdbc402fa330a19b5868b4a6_16)] [added: [9](#i69449e2a146041a8a2fbc8f284e2b04e_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i97664d03bdbc402fa330a19b5868b4a6_19)] [added: Comments](#i69449e2a146041a8a2fbc8f284e2b04e_19)] | | | [removed: [16](#i97664d03bdbc402fa330a19b5868b4a6_19)] [added: [16](#i69449e2a146041a8a2fbc8f284e2b04e_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i97664d03bdbc402fa330a19b5868b4a6_22)] [added: [Cybersecurity](#i69449e2a146041a8a2fbc8f284e2b04e_22)] | | | [removed: [16](#i97664d03bdbc402fa330a19b5868b4a6_22)] [added: [16](#i69449e2a146041a8a2fbc8f284e2b04e_22)] | | |

| Item 2. | | | [removed: [Properties](#i97664d03bdbc402fa330a19b5868b4a6_25)] [added: [Properties](#i69449e2a146041a8a2fbc8f284e2b04e_25)] | | | [removed: [18](#i97664d03bdbc402fa330a19b5868b4a6_25)] [added: [18](#i69449e2a146041a8a2fbc8f284e2b04e_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i97664d03bdbc402fa330a19b5868b4a6_28)] [added: Proceedings](#i69449e2a146041a8a2fbc8f284e2b04e_28)] | | | [removed: [18](#i97664d03bdbc402fa330a19b5868b4a6_28)] [added: [18](#i69449e2a146041a8a2fbc8f284e2b04e_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i97664d03bdbc402fa330a19b5868b4a6_31)] [added: Disclosures](#i69449e2a146041a8a2fbc8f284e2b04e_31)] | | | [removed: [18](#i97664d03bdbc402fa330a19b5868b4a6_31)] [added: [18](#i69449e2a146041a8a2fbc8f284e2b04e_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i97664d03bdbc402fa330a19b5868b4a6_37)] [added: Securities](#i69449e2a146041a8a2fbc8f284e2b04e_37)] | | | [removed: [18](#i97664d03bdbc402fa330a19b5868b4a6_37)] [added: [18](#i69449e2a146041a8a2fbc8f284e2b04e_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i97664d03bdbc402fa330a19b5868b4a6_40)] [added: Data](#i69449e2a146041a8a2fbc8f284e2b04e_40)] | | | [removed: [21](#i97664d03bdbc402fa330a19b5868b4a6_40)] [added: [20](#i69449e2a146041a8a2fbc8f284e2b04e_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: Operations](#i69449e2a146041a8a2fbc8f284e2b04e_46)] | | | [removed: [22](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: [21](#i69449e2a146041a8a2fbc8f284e2b04e_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i97664d03bdbc402fa330a19b5868b4a6_67)] [added: Risk](#i69449e2a146041a8a2fbc8f284e2b04e_67)] | | | [removed: [36](#i97664d03bdbc402fa330a19b5868b4a6_67)] [added: [37](#i69449e2a146041a8a2fbc8f284e2b04e_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: Data](#i69449e2a146041a8a2fbc8f284e2b04e_70)] | | | [removed: [37](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: [38](#i69449e2a146041a8a2fbc8f284e2b04e_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i97664d03bdbc402fa330a19b5868b4a6_178)] [added: Disclosure](#i69449e2a146041a8a2fbc8f284e2b04e_178)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_178)] [added: [84](#i69449e2a146041a8a2fbc8f284e2b04e_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i97664d03bdbc402fa330a19b5868b4a6_181)] [added: Procedures](#i69449e2a146041a8a2fbc8f284e2b04e_181)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_181)] [added: [84](#i69449e2a146041a8a2fbc8f284e2b04e_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i97664d03bdbc402fa330a19b5868b4a6_184)] [added: Information](#i69449e2a146041a8a2fbc8f284e2b04e_184)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_184)] [added: [84](#i69449e2a146041a8a2fbc8f284e2b04e_184)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i97664d03bdbc402fa330a19b5868b4a6_187)] [added: Inspection](#i69449e2a146041a8a2fbc8f284e2b04e_187)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_187)] [added: [84](#i69449e2a146041a8a2fbc8f284e2b04e_187)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i97664d03bdbc402fa330a19b5868b4a6_193)] [added: Governance](#i69449e2a146041a8a2fbc8f284e2b04e_193)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_193)] [added: [85](#i69449e2a146041a8a2fbc8f284e2b04e_193)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i97664d03bdbc402fa330a19b5868b4a6_196)] [added: Compensation](#i69449e2a146041a8a2fbc8f284e2b04e_196)] | | | [removed: [83](#i97664d03bdbc402fa330a19b5868b4a6_196)] [added: [85](#i69449e2a146041a8a2fbc8f284e2b04e_196)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i97664d03bdbc402fa330a19b5868b4a6_199)] [added: Matters](#i69449e2a146041a8a2fbc8f284e2b04e_199)] | | | [removed: [85](#i97664d03bdbc402fa330a19b5868b4a6_199)] [added: [86](#i69449e2a146041a8a2fbc8f284e2b04e_199)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i97664d03bdbc402fa330a19b5868b4a6_202)] [added: Independence](#i69449e2a146041a8a2fbc8f284e2b04e_202)] | | | [removed: [85](#i97664d03bdbc402fa330a19b5868b4a6_202)] [added: [86](#i69449e2a146041a8a2fbc8f284e2b04e_202)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i97664d03bdbc402fa330a19b5868b4a6_205)] [added: Services](#i69449e2a146041a8a2fbc8f284e2b04e_205)] | | | [removed: [85](#i97664d03bdbc402fa330a19b5868b4a6_205)] [added: [86](#i69449e2a146041a8a2fbc8f284e2b04e_205)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i97664d03bdbc402fa330a19b5868b4a6_211)] [added: Schedules](#i69449e2a146041a8a2fbc8f284e2b04e_211)] | | | [removed: [86](#i97664d03bdbc402fa330a19b5868b4a6_211)] [added: [87](#i69449e2a146041a8a2fbc8f284e2b04e_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i97664d03bdbc402fa330a19b5868b4a6_214)] [added: Summary](#i69449e2a146041a8a2fbc8f284e2b04e_214)] | | | [removed: [93](#i97664d03bdbc402fa330a19b5868b4a6_214)] [added: [94](#i69449e2a146041a8a2fbc8f284e2b04e_214)] | | |

| | | | [removed: [Signatures](#i97664d03bdbc402fa330a19b5868b4a6_217)] [added: [Signatures](#i69449e2a146041a8a2fbc8f284e2b04e_217)] | | | [removed: [94](#i97664d03bdbc402fa330a19b5868b4a6_217)] [added: [95](#i69449e2a146041a8a2fbc8f284e2b04e_217)] | | |

In this Form 10-K, selected items of information and data are incorporated by reference to portions of Howmet Aerospace Inc.’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the “Proxy Statement”), which we expect to file with the Securities and Exchange Commission within 120 days after Howmet Aerospace Inc.’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

All statements that reflect Howmet’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results, operating performance, or estimated or expected future capital expenditures; future strategic actions; Howmet's strategies, outlook, and business and financial prospects; and any future dividends, debt issuances, debt reduction and repurchases of its common [removed: stock.][added: stock; and statements regarding the planned acquisition of Consolidated Aerospace Manufacturing, LLC from Stanley Black & Decker, Inc. and the expected financing, benefits and timing of such planned acquisition.]

For a discussion of some of the specific factors that may cause Howmet’s actual results to differ materially from those projected in any forward-looking statements, see the following sections of this report: [Part I, Item [removed: 1A](#i97664d03bdbc402fa330a19b5868b4a6_16)] [added: 1A](#i69449e2a146041a8a2fbc8f284e2b04e_16)] (Risk Factors), [Part II, Item [removed: 7](#i97664d03bdbc402fa330a19b5868b4a6_46)] [added: 7](#i69449e2a146041a8a2fbc8f284e2b04e_46)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations), including the disclosures under Segment Information and Critical Accounting Policies and Estimates, and [Note [removed: U](#i97664d03bdbc402fa330a19b5868b4a6_169)] [added: U](#i69449e2a146041a8a2fbc8f284e2b04e_169)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70).][added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70).]

Credit ratings are not a recommendation to [removed: buy] [added: buy, sell] or hold any Howmet securities, and they may be revised or revoked at any time at the sole discretion of the credit rating organizations.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| $3.75 Cumulative Preferred Stock, par value $100.00 per share | | | HWM PR | | | NYSE American | | |

See [Part I, Item [removed: 1A.](#i97664d03bdbc402fa330a19b5868b4a6_16)] [added: 1A.](#i69449e2a146041a8a2fbc8f284e2b04e_16)] (Risk Factors) for more information on how material cybersecurity incidents may impact the Company.

Howmet has implemented a multi-faceted cybersecurity risk management framework, which includes progressing toward alignment with cybersecurity standards published by the National Institute of Standards and Technology [added: (NIST)] and [added: International Organization for Standardization 27001 (ISO 27001) Framework, and] achievement of the [added: U.S.] Department of [removed: Defense (DoD)] [added: War (DoW)] Cybersecurity Maturity Model Certification, which will require companies like Howmet that do business with the [removed: DoD] [added: DoW] to obtain specific third-party certifications relating to specified cybersecurity standards to be eligible for new contract awards.

[added: The review involves participation and engagement by, among] others, subject matter experts like the Company’s Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”), representatives of the Company’s business segments, and executive management.

The CISO has over [removed: 20] [added: 25] years of experience in information technology, cybersecurity and physical security management, including as Cybersecurity Operations Director at United States Steel Corporation (2020-2022); Director, Global Information Security and Compliance at Kennametal, Inc. (2018-2020); and Global Chief Information Security Officer/HIPAA Security Officer at Westlake Chemical (2013-2017).

The CIO has over [removed: 20] [added: 25] years of experience in information technology, including, most recently, as Vice President Global IT and Chief Information Officer at Varroc Lighting Systems (2018-2021) and Chief Information Officer at AM General LLC (2016-2018).

The review involves participation and engagement by, among

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

Howmet leases some of its [removed: facilities;] [added: facilities, including its corporate center;] however, it is the opinion of management that the leases do not materially affect the continued use of the properties or the properties’ values.

See [Note [removed: A](#i97664d03bdbc402fa330a19b5868b4a6_97)] [added: A](#i69449e2a146041a8a2fbc8f284e2b04e_97)] and [Note [removed: N](#i97664d03bdbc402fa330a19b5868b4a6_145)] [added: N](#i69449e2a146041a8a2fbc8f284e2b04e_145)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] of this Form 10-K for additional information.

See the table regarding the Company's principal facilities in [Part I, Item [removed: 1](#i97664d03bdbc402fa330a19b5868b4a6_13)] [added: 1](#i69449e2a146041a8a2fbc8f284e2b04e_13)] (Business).

In the second quarter of 2022, the Company sold this property and entered into a 12-year lease with the purchaser for a portion of the property.

The number of holders of record of common stock was [removed: 8,656] [added: 7,801] as of February [removed: 10, 2025.][added: 9, 2026.]

The following graph compares the most recent five-year performance of the Company’s common stock with (1) the Standard & Poor’s (“S&P”) 500® Index, (2) the S&P 500® Industrials Index, a group of [removed: 78] [added: 80] companies categorized by Standard & Poor’s as active in the “industrials” market sector, and (3) the S&P 500® Aerospace & Defense Index, which comprises Axon Enterprise, Inc., General Dynamics Corporation, General Electric Company (operating as GE Aerospace), Howmet Aerospace Inc., Huntington Ingalls Industries, Inc., L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, RTX Corporation, Textron Inc., The Boeing Company, and Transdigm Group Incorporated.

The graph assumes, in each case, an initial investment of $100 on December 31, [removed: 2019,] [added: 2020,] and the reinvestment of dividends.

[removed: ][added: ]

| As of December 31, | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

The following table presents information with respect to the Company’s open-market repurchases of its common stock during the quarter ended December 31, [removed: 2024:][added: 2025:]

(2)The Company has a share repurchase program (the “Share Repurchase Program”) that, after giving effect to the additional [removed: $50] [added: $150] million share repurchases made in January [removed: 2025] [added: and February 2026] at an average price per share of [removed: $116.39,] [added: $215.28,] retiring approximately [removed: 0.4] [added: 0.7] million shares, has approximately [removed: $2,147] [added: $1,347] million in Board authorization remaining available as of [removed: January 31, 2025.][added: February 6, 2026.]

The current Share Repurchase Program was authorized by the Company’s Board of Directors on August 18, 2021 at $1,500 million, which was increased by the Board by $2,000 million on July 30, [removed: 2024.][added: 2024 to a total authorization of $3,500 million.]

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 111.67 | | | | | $ | 138.66 | | | | | $ | 191.13 | | | | | $ | 387.42 | | | | | $ | 728.18 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 121.12 | | | | | | 114.48 | | | | | | 135.24 | | | | | | 158.87 | | | | | | 189.72 | | |

| S&P 500® Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 113.22 | | | | | | 132.89 | | | | | | 141.88 | | | | | | 162.31 | | | | | | 230.45 | | |

| October 1 - October 31, 2025 | | | | | | 521,208 | | | | | | $ | 191.86 | | | | | 521,208 | | | | | | $ | 1,597 | |

| November 1 - November 30, 2025 | | | | | | 2,988(3) | | | | | | $ | 204.57 | | | | | — | | | | | | $ | 1,597 | |

| December 1 - December 31, 2025 | | | | | | 506,463 | | | | | | $ | 197.45 | | | | | 506,463 | | | | | | 1,497 | | |

| Total for quarter ended December 31, 2025 | | | | | | 1,030,659 | | | | | | $ | 194.61 | | | | | 1,027,671 | | | | | | | | |

(3)Amount represents the surrender of 2,988 shares of Howmet common stock by a participant in the Company’s stock incentive plan to the Company to satisfy the exercise price and tax withholding obligations of employee stock options at the time of exercise.

These surrendered shares are not part of the Share Repurchase Program.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

The historical prices of the Company presented in the graph and table have been adjusted to reflect the impact of the April 2020 Arconic Inc. Separation Transaction by removing the estimated value of Arconic Corporation rather than reflecting the value of Arconic Corporation as a dividend as of April 1, 2020.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 121.11 | | | | | $ | 135.24 | | | | | $ | 167.93 | | | | | $ | 231.48 | | | | | $ | 469.20 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 111.06 | | | | | | 134.52 | | | | | | 127.15 | | | | | | 150.20 | | | | | | 176.44 | | |

| S&P 500® Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 83.94 | | | | | | 95.03 | | | | | | 111.54 | | | | | | 119.09 | | | | | | 136.24 | | |

Supplemental Stock Performance Graph Beginning with Arconic Inc. Separation Transaction

In addition, the Company is providing the following supplemental graph which begins on April 1, 2020, the effective date of the Arconic Inc. Separation Transaction.

The graph compares the Company’s common stock performance from April 1, 2020 to December 31, 2024 with (1) the S&P 500® Index, (2) the S&P 500® Industrials Index and (3) the S&P 500® Aerospace & Defense Index.

The graph assumes, in each case, an initial investment of $100 on April 1, 2020, the date of the Arconic Inc. Separation Transaction and the reinvestment of dividends.


| As of | | | | | | | | | 4/1/2020 | | | | | | 12/31/2020 | | | | | | 12/31/2021 | | | | | | 12/31/2022 | | | | | | 12/31/2023 | | | | | | 12/31/2024 | | |

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 216.21 | | | | | $ | 241.44 | | | | | $ | 299.80 | | | | | $ | 413.25 | | | | | $ | 837.65 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 147.26 | | | | | | 189.53 | | | | | | 155.20 | | | | | | 196.00 | | | | | | 245.04 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 152.24 | | | | | | 184.39 | | | | | | 174.29 | | | | | | 205.89 | | | | | | 241.86 | | |

| S&P 500® Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 126.52 | | | | | | 143.25 | | | | | | 168.13 | | | | | | 179.51 | | | | | | 205.36 | | |

| October 1 - October 31, 2024 | | | | | | 872,490 | | | | | | $ | 103.15 | | | | | 872,490 | | | | | | $ | 2,297 | |

| November 1 - November 30, 2024 | | | | | | 386,401 | | | | | | $ | 116.46 | | | | | 386,401 | | | | | | $ | 2,252 | |

| December 1 - December 31, 2024 | | | | | | 472,302 | | | | | | $ | 116.45 | | | | | 472,302 | | | | | | $ | 2,197 | |

| Total for quarter ended December 31, 2024 | | | | | | 1,731,193 | | | | | | $ | 109.75 | | | | | 1,731,193 | | | | | | | | |

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| [Management’s Reports to Howmet [removed: Shareholders](#i97664d03bdbc402fa330a19b5868b4a6_73)] [added: Shareholders](#i69449e2a146041a8a2fbc8f284e2b04e_73)] | | | [removed: [38](#i97664d03bdbc402fa330a19b5868b4a6_73)] [added: [39](#i69449e2a146041a8a2fbc8f284e2b04e_73)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i97664d03bdbc402fa330a19b5868b4a6_76)] [added: Firm](#i69449e2a146041a8a2fbc8f284e2b04e_76)] (PCAOB ID 238) | | | [removed: [39](#i97664d03bdbc402fa330a19b5868b4a6_76)] [added: [40](#i69449e2a146041a8a2fbc8f284e2b04e_76)] | | |

| [Statement of Consolidated Operations for the Years Ended December 31, [removed: 2024, 2023,] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_79)[5](#i69449e2a146041a8a2fbc8f284e2b04e_79)[, 202](#i69449e2a146041a8a2fbc8f284e2b04e_79)[4](#i69449e2a146041a8a2fbc8f284e2b04e_79)[,] and [removed: 2022](#i97664d03bdbc402fa330a19b5868b4a6_79)] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_79)[3](#i69449e2a146041a8a2fbc8f284e2b04e_79)] | | | [removed: [41](#i97664d03bdbc402fa330a19b5868b4a6_79)] [added: [42](#i69449e2a146041a8a2fbc8f284e2b04e_79)] | | |

| [Statement of Consolidated Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023,] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_82)[5](#i69449e2a146041a8a2fbc8f284e2b04e_82)[, 202](#i69449e2a146041a8a2fbc8f284e2b04e_82)[4](#i69449e2a146041a8a2fbc8f284e2b04e_82)[,] and [removed: 2022](#i97664d03bdbc402fa330a19b5868b4a6_82)] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_82)[3](#i69449e2a146041a8a2fbc8f284e2b04e_82)] | | | [removed: [42](#i97664d03bdbc402fa330a19b5868b4a6_82)] [added: [43](#i69449e2a146041a8a2fbc8f284e2b04e_82)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 2024 and 2023](#i97664d03bdbc402fa330a19b5868b4a6_85)] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_85)[5](#i69449e2a146041a8a2fbc8f284e2b04e_85) [and 202](#i69449e2a146041a8a2fbc8f284e2b04e_85)[4](#i69449e2a146041a8a2fbc8f284e2b04e_85)] | | | [removed: [43](#i97664d03bdbc402fa330a19b5868b4a6_85)] [added: [44](#i69449e2a146041a8a2fbc8f284e2b04e_85)] | | |

| [Statement of Consolidated Cash Flows for the Years Ended December 31, [removed: 2024, 2023,] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_88)[5](#i69449e2a146041a8a2fbc8f284e2b04e_88)[, 202](#i69449e2a146041a8a2fbc8f284e2b04e_88)[4](#i69449e2a146041a8a2fbc8f284e2b04e_88)[,] and [removed: 2022](#i97664d03bdbc402fa330a19b5868b4a6_88)] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_88)[3](#i69449e2a146041a8a2fbc8f284e2b04e_88)] | | | [removed: [44](#i97664d03bdbc402fa330a19b5868b4a6_88)] [added: [45](#i69449e2a146041a8a2fbc8f284e2b04e_88)] | | |

| [Statement of Changes in Consolidated Equity for the Years Ended December 31, [removed: 2024, 2023,] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_91)[5](#i69449e2a146041a8a2fbc8f284e2b04e_91)[, 202](#i69449e2a146041a8a2fbc8f284e2b04e_91)[4](#i69449e2a146041a8a2fbc8f284e2b04e_91)[,] and [removed: 2022](#i97664d03bdbc402fa330a19b5868b4a6_91)] [added: 202](#i69449e2a146041a8a2fbc8f284e2b04e_91)[3](#i69449e2a146041a8a2fbc8f284e2b04e_91)] | | | [removed: [45](#i97664d03bdbc402fa330a19b5868b4a6_91)] [added: [46](#i69449e2a146041a8a2fbc8f284e2b04e_91)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i97664d03bdbc402fa330a19b5868b4a6_94)] [added: Statements](#i69449e2a146041a8a2fbc8f284e2b04e_94)] | | | [removed: [46](#i97664d03bdbc402fa330a19b5868b4a6_94)] [added: [47](#i69449e2a146041a8a2fbc8f284e2b04e_94)] | | |

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria in *Internal Control—Integrated Framework* (2013) issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

| [removed: Ken Giacobbe] [added: Patrick Winterlich] Executive Vice President and Chief Financial Officer | | |

We have audited the accompanying consolidated balance sheets of Howmet Aerospace Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of changes in [removed: equity,] [added: equity] and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or [removed: disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.]

The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment assessment] [added: valuation] of the [removed: Engineered Structures reporting unit] [added: U.S. pension plan benefit obligations] is a critical audit matter are (i) the significant judgment by management when developing the [removed: fair value] estimate of the [removed: Engineered Structures reporting unit; and] [added: U.S. pension plan benefit obligations;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [removed: sales growth] [added: the discount rate] and [removed: production costs.][added: mortality by age; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to management’s [removed: goodwill impairment assessment,] [added: valuation of pension plan benefit obligations,] including controls over the valuation of the [removed: Company’s Engineered Structures reporting unit.][added: U.S. pension plan benefit obligations.]

These procedures also included, among others (i) testing management’s process for [removed: determining] [added: developing] the [removed: fair value] [added: estimate] of the [removed: reporting unit;] [added: U.S. pension plan benefit obligations;] (ii) evaluating the appropriateness of the [removed: discounted cash flow model;] [added: actuarial methodology used by management;] (iii) testing the completeness and accuracy of [added: the] underlying data used in the [removed: model;] [added: actuarial methodology;] and (iv) evaluating the reasonableness of the significant assumptions used by management related to [removed: sales growth] [added: the discount rate] and [removed: production costs.][added: mortality by age.]

[removed: February 13, 2025][added: | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| For the year ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales [removed: ([C](#i97664d03bdbc402fa330a19b5868b4a6_106))] [added: ([C](#i69449e2a146041a8a2fbc8f284e2b04e_106))] | | | $ | [removed: 7,430] [added: 8,252] | | | | | $ | [removed: 6,640] [added: 7,430] | | | | | $ | [removed: 5,663] [added: 6,640] | |

| Cost of goods sold (exclusive of expenses below) | | | [removed: 5,119] [added: 5,432] | | | | | | [removed: 4,773] [added: 5,119] | | | | | | [removed: 4,103] [added: 4,773] | | |

| Selling, general administrative, and other expenses | | | [removed: 347] [added: 370] | | | | | | [removed: 333] [added: 347] | | | | | | [removed: 288] [added: 333] | | |

| Research and development expenses | | | [removed: 33] [added: 37] | | | | | | [removed: 36] [added: 33] | | | | | | [removed: 32] [added: 36] | | |

| Provision for depreciation and amortization | | | [removed: 277] [added: 283] | | | | | | [removed: 272] [added: 277] | | | | | | [removed: 265] [added: 272] | | |

| Restructuring and other charges [removed: ([D](#i97664d03bdbc402fa330a19b5868b4a6_109))] [added: ([D](#i69449e2a146041a8a2fbc8f284e2b04e_109))] | | | [removed: 21] [added: 84] | | | | | | [removed: 23] [added: 21] | | | | | | [removed: 56] [added: 23] | | |

| Operating income | | | [removed: 1,633] [added: 2,046] | | | | | | [removed: 1,203] [added: 1,633] | | | | | | [removed: 919] [added: 1,203] | | |

| Loss on debt redemption [removed: ([Q](#i97664d03bdbc402fa330a19b5868b4a6_154))] [added: ([Q](#i69449e2a146041a8a2fbc8f284e2b04e_154))] | | | [removed: 6] [added: 15] | | | | | | [removed: 2] [added: 6] | | | | | | 2 | | |

| Interest expense, net [removed: ([E](#i97664d03bdbc402fa330a19b5868b4a6_112))] [added: ([E](#i69449e2a146041a8a2fbc8f284e2b04e_112))] | | | [removed: 182] [added: 151] | | | | | | [removed: 218] [added: 182] | | | | | | [removed: 229] [added: 218] | | |

| Other expense, net [removed: ([F](#i97664d03bdbc402fa330a19b5868b4a6_115))] [added: ([F](#i69449e2a146041a8a2fbc8f284e2b04e_115))] | | | [removed: 62] [added: 40] | | | | | | [removed: 8] [added: 62] | | | | | | [removed: 82] [added: 8] | | |

| Income before income taxes | | | [removed: 1,383] [added: 1,840] | | | | | | [removed: 975] [added: 1,383] | | | | | | [removed: 606] [added: 975] | | |

| Provision for income taxes [removed: ([H](#i97664d03bdbc402fa330a19b5868b4a6_124))] [added: ([H](#i69449e2a146041a8a2fbc8f284e2b04e_124))] | | | [removed: 228] [added: 332] | | | | | | [removed: 210] [added: 228] | | | | | | [removed: 137] [added: 210] | | |

| Net income | | | $ | [removed: 1,155] [added: 1,508] | | | | | $ | [removed: 765] [added: 1,155] | | | | | $ | [removed: 469] [added: 765] | |

| Amounts Attributable to Howmet Aerospace Inc. Common Shareholders [removed: ([J](#i97664d03bdbc402fa330a19b5868b4a6_133)):] [added: ([J](#i69449e2a146041a8a2fbc8f284e2b04e_133)):] | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 1,153] [added: 1,506] | | | | | $ | [removed: 763] [added: 1,153] | | | | | $ | [removed: 467] [added: 763] | |

| Basic | | | $ | [removed: 2.83] [added: 3.73] | | | | | $ | [removed: 1.85] [added: 2.83] | | | | | $ | [removed: 1.12] [added: 1.85] | |

| Diluted | | | $ | [removed: 2.81] [added: 3.71] | | | | | $ | [removed: 1.83] [added: 2.81] | | | | | $ | [removed: 1.11] [added: 1.83] | |

| Average Shares Outstanding [removed: ([I](#i97664d03bdbc402fa330a19b5868b4a6_127)):] [added: ([I](#i69449e2a146041a8a2fbc8f284e2b04e_127)):] | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 408] [added: 404] | | | | | | [removed: 412] [added: 408] | | | | | | [removed: 416] [added: 412] | | |

| /s/ Patrick Winterlich | | |

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

*Valuation of Certain U.S Defined Benefit Pension Plan Obligations*

As described in [Note G](#i69449e2a146041a8a2fbc8f284e2b04e_118) of the consolidated financial statements, the Company's pension plan benefit obligation as of December 31, 2025 was $1,371 million, of which $1,346 million related to U.S. pension plans.

The Company’s pension plan benefit obligations are determined using actuarial methodologies and incorporate significant assumptions, including the discount rate and several assumptions relating to the employee workforce (rates of retirement, termination, and mortality by age).

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the actuarial methodology and (ii) the reasonableness of the discount rate and mortality by age assumptions.

| Goodwill ([O](#i69449e2a146041a8a2fbc8f284e2b04e_148)) | | | 4,022 | | | | | | 4,010 | | |

| Deferred revenue | | | 147 | | | | | | 60 | | |

| Other current liabilities ([P](#i69449e2a146041a8a2fbc8f284e2b04e_151)) | | | 121 | | | | | | 111 | | |

| Net income | | | $ | 1,508 | | | | | $ | 1,155 | | | | | $ | 765 | |

| Loss on debt redemption ([Q](#i69449e2a146041a8a2fbc8f284e2b04e_154)) | | | 15 | | | | | | 6 | | | | | | 2 | | |

| Redemption of preferred stock | | | (55) | | | | | | — | | | | | | — | | |

| Additions to investments | | | (9) | | | | | | — | | | | | | — | | |

| Sale of investments | | | 15 | | | | | | — | | | | | | 2 | | |

| Redemption of preferred stock ([I](#i69449e2a146041a8a2fbc8f284e2b04e_127)) | | | (55) | | | | | | — | | | — | | | — | | | | | | — | | | | | | (55) | | |

| Balance at December 31, 2025 | | | $ | — | | | | | $ | 402 | | $ | 2,531 | | $ | 4,093 | | | | | $ | (1,673) | | | | | $ | 5,353 | |

The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties in all segments.

While the tariff situation remains fluid, we expect to pass along the costs associated with tariffs to our customers in the form of a cost pass through mechanism.

There may be a delay between an increase in our costs and our ability to recover the higher costs that could impact our margins.

See [Note M](#i69449e2a146041a8a2fbc8f284e2b04e_142) for further details.

In certain circumstances, Howmet receives payments from its customers, primarily in the gas turbines and commercial aerospace markets, for product to be delivered in future periods, over a specified contract period, which is expected to be within one and five years and for funding future growth in volumes.

Total deferred revenue was $253 ($147 in Deferred revenue and $106 in Other noncurrent liabilities) and $60 in deferred revenue as of December 31, 2025 and 2024, respectively.

Existing favorable contracts

In the fourth quarter of 2025, the Company reached an agreement to sell a small U.S. manufacturing plant, subject to regulatory approvals and provided the parties reach agreement regarding customary closing conditions.

This business has been reclassified to assets and liabilities of operations held for sale, primarily included in Prepaid expenses and other current assets.

No impairment is expected from this divestiture, and the gain will be recorded in Restructuring and other charges in the Statement of Consolidated Operations upon completion of the transaction.

In December 2025, the FASB issued guidance to establish the recognition, measurement, and presentation of government grants received by business entities.

In September 2025, the FASB issued guidance to simplify the requirements for the capitalization of costs surrounding internally-developed software.

In July 2025, the FASB issued guidance to simplify the process of estimating credit losses for current contract assets and accounts receivable.

These changes become effective for fiscal years beginning after December 15, 2025 for interim and annual reporting periods.

Management has concluded these changes will not have a material impact on the Consolidated Financial Statements.

Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

| Third-party sales | | | $ | 4,320 | | | | | $ | 1,745 | | | | | $ | 1,148 | | | | | $ | 1,039 | | | | | $ | 8,252 | |

| Total sales | | | $ | 4,327 | | | | | $ | 1,746 | | | | | $ | 1,157 | | | | | $ | 1,039 | | | | | $ | 8,269 | |

| Segment Adjusted cost of goods sold(1) | | | $ | 2,776 | | | | | $ | 1,098 | | | | | $ | 880 | | | | | $ | 700 | | | | | $ | 5,454 | |

| Other segment items(2) | | | 113 | | | | | | 118 | | | | | | 34 | | | | | | 43 | | | | | | 308 | | |

| Segment Adjusted EBITDA | | | $ | 1,438 | | | | | $ | 530 | | | | | $ | 243 | | | | | $ | 296 | | | | | $ | 2,507 | |

| Total assets | | | 5,626 | | | | | | 2,761 | | | | | | 1,330 | | | | | | 691 | | | | | | 10,408 | | |

| For the year ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| For the year ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| /s/ Ken Giacobbe | | |

*Goodwill Impairment Assessment – Engineered Structures Reporting Unit*

As described in Notes A and O to the consolidated financial statements, the Company’s consolidated goodwill balance was $4,010 million as of December 31, 2024, and the amount of the goodwill associated with the Engineered Structures reporting unit was $303 million.

Goodwill is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell or realign a business.

Howmet uses a discounted cash flow (“DCF”) model to estimate the current fair value of the reporting unit, which is compared to its carrying value, when testing for impairment.

The determination of fair value using this technique requires management to use significant estimates and assumptions related to forecasting operating cash flows, including sales growth, production costs and discount rate.

Evaluating management’s significant assumptions related to sales growth and production costs involved evaluating whether the significant assumptions used by management were reasonable by considering: (i) the current and past performance of the reporting unit; (ii) the consistency with relevant industry data; and (iii) considering whether the assumptions were consistent with evidence obtained in other areas of the audit.

| | | | | | | | | | | | | | | | | | |

| Goodwill ([A](#i97664d03bdbc402fa330a19b5868b4a6_97) and [O](#i97664d03bdbc402fa330a19b5868b4a6_148)) | | | 4,010 | | | | | | 4,035 | | |

| Other current liabilities ([A](#i97664d03bdbc402fa330a19b5868b4a6_97) and [P](#i97664d03bdbc402fa330a19b5868b4a6_151)) | | | 171 | | | | | | 200 | | |

| Net change in short-term borrowings | | | — | | | | | | — | | | | | | (5) | | |

| Balance at December 31, 2021 | | | $ | 55 | | | | | $ | 422 | | $ | 4,291 | | $ | 603 | | | | | $ | (1,863) | | | | | $ | 3,508 | |

Aircraft production in the commercial aerospace industry continues to grow based on increases in demand for narrow body and wide body aircraft.

We expect our commercial aerospace wide body and narrow body demand, including engine spares, also to continue to grow.

Quality control issues at The Boeing Company (“Boeing”) have had and are expected to continue to have a negative impact on narrow body and wide body production rates in the near term.

For instance, the Federal Aviation Administration stated that it will not approve production rate increases above 38 aircraft per month or additional production lines for the Boeing 737 MAX until it is satisfied that Boeing is in full compliance with required quality control procedures.

In addition, a labor union work stoppage and ensuing production restart at Boeing has negatively impacted results.

Boeing production levels have had and are expected to have a material impact on the financial performance of Howmet.

In certain circumstances, Howmet receives advanced payments from its customers for product to be delivered in future periods.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance disclosures related to significant segment expenses and other matters related to reportable segments.

In September 2022, the FASB issued guidance to enhance the transparency of disclosures regarding supplier finance programs.

The adoption of this new disclosure is reflected in [Note S](#i97664d03bdbc402fa330a19b5868b4a6_163) of the Consolidated Financial Statements.

Differences between the total segment and consolidated totals are in Corporate.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Third-party sales | | | $ | 2,698 | | | | | $ | 1,117 | | | | | $ | 790 | | | | | $ | 1,058 | | | | | $ | 5,663 | |

| Total sales | | | $ | 2,702 | | | | | $ | 1,117 | | | | | $ | 796 | | | | | $ | 1,058 | | | | | $ | 5,673 | |

| Segment Adjusted cost of goods sold(1) | | | $ | 1,881 | | | | | $ | 782 | | | | | $ | 644 | | | | | $ | 745 | | | | | $ | 4,052 | |

| Other segment items(2) | | | 92 | | | | | | 101 | | | | | | 41 | | | | | | 35 | | | | | | 269 | | |

| Segment Adjusted EBITDA | | | $ | 729 | | | | | $ | 234 | | | | | $ | 111 | | | | | $ | 278 | | | | | $ | 1,352 | |

| Total assets | | | 4,784 | | | | | | 2,661 | | | | | | 1,273 | | | | | | 701 | | | | | | 9,419 | | |

Differences between the total segment and consolidated totals are in Corporate, including the impact of changes in accrued capital expenditures during the period.

| Fair value of derivative contracts | | | 4 | | | | | | — | | |

| Other | | | 170 | | | | | | 125 | | |

| | | | $ | 2,541 | | | | | $ | 2,456 | |

| Industrial and Other | | | 878 | | | | | | 154 | | | | | | 55 | | | | | | — | | | | | | 1,087 | | |

| Industrial and Other | | | 798 | | | | | | 131 | | | | | | 65 | | | | | | — | | | | | | 994 | | |

| Aerospace - Commercial | | | $ | 1,495 | | | | | $ | 616 | | | | | $ | 495 | | | | | $ | — | | | | | $ | 2,606 | |

Management’s Report on Internal Control over Financial Reporting is included in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] of this Form 10-K beginning on page [removed: [38](#i97664d03bdbc402fa330a19b5868b4a6_73).][added: [39](#i69449e2a146041a8a2fbc8f284e2b04e_73).]

The effectiveness of Howmet’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in [Part II, Item [removed: 8](#i97664d03bdbc402fa330a19b5868b4a6_70)] [added: 8](#i69449e2a146041a8a2fbc8f284e2b04e_70)] of this Form 10-K [added: beginning] on page [removed: [39](#i97664d03bdbc402fa330a19b5868b4a6_76).][added: [40](#i69449e2a146041a8a2fbc8f284e2b04e_76).]

There have been no changes in internal control over financial reporting during the fourth quarter of [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

*Rule 105b5-1 Trading Plans.* During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

*Credit Facilities*.

On February 9, 2026 , the Company entered into (i) the Third Amended and Restated Five-Year Revolving Credit Agreement (as so amended and restated, the “5-Year Revolving Credit Agreement”) by and among the Company, a syndicate of lenders and issuers named therein, Citibank, N.A., as administrative agent for the lenders and issuers, and JPMorgan Chase Bank, N.A., as syndication agent, which amended and restated the Company's Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 27, 2023, and (ii) the 364-Day Revolving Credit Agreement (the “364-Day Revolving Credit Agreement”) by and among the Company, a syndicate of lenders named therein, Citibank, N.A., as administrative agent for the lenders and issuers, and JPMorgan Chase Bank, N.A., as syndication agent.

For more information see “Liquidity and Capital Resources—Credit Facilities” in Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated herein by reference.

The description of the 5-Year Revolving Credit Agreement and the 364-Day Revolving Credit Agreement is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10(b) and 10(c) to this Annual Report on Form 10-K and incorporated by reference herein.

*Certificate of Retirement.* On February 9, 2026, the Company filed a Certificate of Retirement (the “Certificate of Retirement”) with the Secretary of State of the State of Delaware to retire 659,909 shares of Serial Preferred Stock, with a par value of $100 per share (the “Serial Preferred Stock”), all of which had been designated as “$3.75 Cumulative Preferred Stock.” The Certificate of Incorporation of the Company provides that the shares of Serial Preferred Stock that have been redeemed shall not be reissued and accordingly, effective upon filing, the Certificate of Retirement amended the Certificate of Incorporation of the Company so as to reduce (i) the total authorized number of shares of Serial Preferred Stock from 660,000 to 91; (ii) the total authorized number of shares of $3.75 Preferred Stock from 660,000 to 91; and (iii) the total number of authorized shares of capital stock of the Company from 610,660,000 to 610,000,091.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

The following table gives information about Howmet’s common stock that could be issued under the Company’s equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

(1) [removed: Equity] [added: The Company’s equity] compensation [removed: plans] [added: plan] approved by security holders [removed: includes] [added: is] the [removed: 2013] Howmet Aerospace Stock Incentive Plan, as Amended and Restated (approved by shareholders in May 2024, May 2019, May 2018, May 2016 and May [removed: 2013)] [added: 2013 and previously named the 2013 Howmet Aerospace Stock Incentive Plan)] (the [removed: “2013] [added: “Stock Incentive] Plan”).

- [removed: 146,308] [added: 81,756] stock options;

- [removed: 1,508,395] [added: 1,468,999] restricted share units; and

(2) The [removed: 2013] [added: Stock Incentive] Plan authorizes, in addition to stock options, other types of stock-based awards in the form of stock appreciation rights, restricted shares, restricted share units, performance awards and other awards.

The shares that remain available for issuance under the [removed: 2013] [added: Stock Incentive] Plan may be issued in connection with any one of these awards.

In addition, the [removed: 2013] [added: Stock Incentive] Plan provides the following are available [removed: to] [added: for] grant under [removed: the 2013 Plan:] [added: plan:] (i) shares that are issued under the [removed: 2013] [added: Stock Incentive] Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the award and (ii) shares that had previously been issued under prior plans that are outstanding as of the date of the [removed: 2013] [added: Stock Incentive] Plan which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.

| Equity compensation plans approved by security holders(1) | | | | | | 2,125,517(1) | | | | | | $ | 23.27 | | | | | 18,044,495(2) | | |

| Total | | | | | | 2,125,517 | | | | | | $ | 23.27 | | | | | 18,044,495 | | |

- 574,762 performance share awards (163,143 granted in 2025 at target).

| Equity compensation plans approved by security holders(1) | | | | | | 2,286,559(1) | | | | | | $ | 20.98 | | | | | 19,641,999(2) | | |

| Total | | | | | | 2,286,559 | | | | | | $ | 20.98 | | | | | 19,641,999 | | |

- 631,856 performance share awards (275,047 granted in 2024 at target).

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting Firm are on pages [removed: 39] [added: 40] through [removed: 82] [added: 83] of this report.

| [removed: [3(a)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex3a-20_hwmaerocertofincor.htm)] [added: [19](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/ex19_4q24.htm)] | | | | | | [removed: Certificate of Incorporation of] Howmet Aerospace [removed: Inc., a Delaware corporation,] [added: Insider Trading Policy,] incorporated by reference to Exhibit [removed: 3(a)] [added: 19] to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2020.] [added: 2024.] | | |

| [removed: [4(e)](https://www.sec.gov/Archives/edgar/data/4281/000119312509029469/dex4e.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10tt1.htm)[ss](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10tt1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10tt1.htm)] | | | | | | Form of [removed: 5.90% Notes Due 2027,] [added: Special Retention Award Agreement,] incorporated by reference to Exhibit [removed: 4(e)] [added: 10(tt)(1)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2008.] [added: 2024.] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/4281/000110465924091994/tm2421086d3_ex4-6.htm)[(h)](https://www.sec.gov/Archives/edgar/data/4281/000110465924091994/tm2421086d3_ex4-6.htm)] [added: [4(h)](https://www.sec.gov/Archives/edgar/data/4281/000110465924091994/tm2421086d3_ex4-6.htm)] | | | | | | Form of 4.850% Notes due 2031, incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on August 22, 2024. | | |

| [removed: [4(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000038/ex4p4q19.htm)[i](https://www.sec.gov/Archives/edgar/data/4281/000000428120000038/ex4p4q19.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000038/ex4p4q19.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10tt.htm)[rr](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10tt.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10tt.htm)] | | | | | | [removed: Description of Company Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,] [added: Global Special Retention Award Agreement, effective December 7, 2023,] incorporated by reference to Exhibit [removed: 4(p)] [added: 10(tt)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019.] [added: 2023.] | | |

| [removed: [10(b)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10b.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10b.htm)[d](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10b.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10b.htm)] | | | | | | Term Loan Agreement, dated as of November 22, 2023, among Howmet Aerospace Inc, the lenders named therein, and Truist Bank, as administrative agent and syndication agent, incorporated by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [removed: [10(c)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10c.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10c.htm)[e](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10c.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10c.htm)] | | | | | | Term Loan Agreement, dated as of November 22, 2023, among Howmet Aerospace Inc, the lenders named therein, and Sumitomo Mitsui Banking Corporation, as administrative agent, incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [removed: [10(d)](https://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)[w](https://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)] | | | | | | [removed: Settlement] [added: Letter] Agreement, [removed: dated as of May 22, 2017,] by and [removed: among Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors] [added: between Arconic] Inc. and [removed: Arconic Inc.,] [added: John C. Plant, dated as of August 1, 2019,] incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: May 22, 2017 (reporting an event on May 21, 2017).] [added: August 2, 2019.] | | |

| [removed: [10(e)](https://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)[x](https://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)] | | | | | | Letter Agreement, by and [removed: among] [added: between] Arconic Inc. and [removed: Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.,] [added: John C. Plant,] dated as of [removed: December 19, 2017,] [added: February 24, 2020,] incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: December 19, 2017.] [added: February 25, 2020.] | | |

| [removed: [10(f)(5)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10f5.htm)] [added: [10(f)(6)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex10f6_4q25.htm)] | | | | | | [removed: Fifth] [added: Sixth] Amendment to the Howmet Aerospace Hourly Retirement Savings Plan, as Amended and Restated. | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10g2.htm)[(g)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10g2.htm)] [added: [10(g)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10g2.htm)] | | | | | | Second Amendment to the Howmet Aerospace Salaried Retirement Savings Plan, as Amended and Restated, incorporated by reference to Exhibit 10(g)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [removed: [10(g)(3)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10g3.htm)] [added: [10(g)(4)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex10g4_4q25.htm)] | | | | | | [removed: Third] [added: Fourth] Amendment to the Howmet Aerospace Salaried Retirement Savings Plan, as Amended and Restated. | | |

| [removed: [10(i)](https://www.sec.gov/Archives/edgar/data/4281/000000428199000014/0000004281-99-000014.txt)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)[r](https://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)[)](https://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)] | | | | | | Deferred Fee [added: Estate Enhancement] Plan for Directors, [removed: as amended] effective July [removed: 9, 1999,] [added: 10, 1998,] incorporated by reference to Exhibit [removed: 10(g)(1)] [added: 10(r)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 1999.] [added: December 31, 1998.] | | |

| [removed: [10(j)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000109/ex1041q20.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000119312504178366/dex10h.htm)[n](https://www.sec.gov/Archives/edgar/data/4281/000119312504178366/dex10h.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000119312504178366/dex10h.htm)] | | | | | | Amended and Restated [removed: Deferred Fee Plan for Directors,] [added: Dividend Equivalent Compensation Plan,] effective [removed: April] [added: January] 1, [removed: 2020,] [added: 1997,] incorporated by reference to Exhibit [removed: 10.4] [added: 10(h)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2020.] [added: September 30, 2004.] | | |

| [removed: [10(k)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000034/ex101_3q24.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000162828025047584/ex101_3q25.htm)[i](https://www.sec.gov/Archives/edgar/data/4281/000162828025047584/ex101_3q25.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000162828025047584/ex101_3q25.htm)] | | | | | | Non-Employee Director Compensation Policy, effective January 1, [removed: 2025,] [added: 2026,] incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2024.] [added: 2025.] | | |

| [removed: 10(l)] [added: 10(k)] | | | | | | Fee Continuation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1989. | | |

| [removed: [10(l)(1)](https://www.sec.gov/Archives/edgar/data/4281/0000004281-96-000005.txt)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/0000004281-96-000005.txt)[k](https://www.sec.gov/Archives/edgar/data/4281/0000004281-96-000005.txt)[)(1)](https://www.sec.gov/Archives/edgar/data/4281/0000004281-96-000005.txt)] | | | | | | Amendment to Fee Continuation Plan for Non-Employee Directors, effective November 10, 1995, incorporated by reference to Exhibit 10(i)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995. | | |

| [removed: [10(l)(2)](https://www.sec.gov/Archives/edgar/data/4281/000119312506193926/dex102.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000119312506193926/dex102.htm)[k](https://www.sec.gov/Archives/edgar/data/4281/000119312506193926/dex102.htm)[)(2)](https://www.sec.gov/Archives/edgar/data/4281/000119312506193926/dex102.htm)] | | | | | | Second Amendment to the Fee Continuation Plan for Non-Employee Directors, effective September 15, 2006, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 20, 2006. | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)[(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)[m)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)[l](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm)] | | | | | | Howmet Aerospace Deferred Compensation Plan, as amended and restated February 1, 2020, incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [removed: [10(m)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m1.htm)[l](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m1.htm)[)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m1.htm)] | | | | | | First Amendment to the Howmet Aerospace Deferred Compensation Plan, as Amended and Restated, incorporated by reference to Exhibit 10(m)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [removed: [10(m)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10m2.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10m2.htm)[l](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10m2.htm)[)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10m2.htm)] | | | | | | Second Amendment to the Howmet Aerospace Deferred Compensation Plan, as Amended and [removed: Restated.] [added: Restated, incorporated by reference to Exhibit 10(m)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024] | | |

| [removed: 10(n)] [added: 10(m)] | | | | | | Summary of the Executive Split Dollar Life Insurance Plan, dated November 1990, incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1990. | | |

| [removed: [10(o)](https://www.sec.gov/Archives/edgar/data/4281/000119312504178366/dex10h.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)[pp](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)] | | | | | | [removed: Amended] [added: Terms] and [removed: Restated Dividend Equivalent Compensation Plan,] [added: Conditions for Restricted Share Units,] effective [removed: January 1, 1997,] [added: September 30, 2020,] incorporated by reference to Exhibit [removed: 10(h)] [added: 10.7] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2004.] [added: 2020.] | | |

| [removed: 10(p)] [added: 10(o)] | | | | | | Form of Indemnity Agreement between the Company and individual directors or officers, incorporated by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1987. | | |

| [removed: [10(q)](https://www.sec.gov/Archives/edgar/data/4281/000114420418003694/tv484035_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000114420418003694/tv484035_ex10-1.htm)[p](https://www.sec.gov/Archives/edgar/data/4281/000114420418003694/tv484035_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000114420418003694/tv484035_ex10-1.htm)] | | | | | | Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 25, 2018. | | |

| [removed: [10(r)](https://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)[q](https://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)] | | | | | | Howmet Aerospace Supplemental Pension Plan for Senior Executives (formerly known as the Arconic Supplemental Pension Plan for Senior Executives), as amended and restated effective August 1, 2016, incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. | | |

| [removed: [10(r)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)[q](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)[)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)] | | | | | | First Amendment to Howmet Aerospace Supplemental Pension Plan for Senior Executives (formerly known as the Arconic Supplemental Pension Plan for Senior Executives), effective January 1, 2018, incorporated by reference to Exhibit 10(x)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(r)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)[q](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)[)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)] | | | | | | Second Amendment to Howmet Aerospace Supplemental Pension Plan for Senior Executives (formerly known as the Arconic Supplemental Pension Plan for Senior Executives), effective January 1, 2018, incorporated by reference to Exhibit 10(x)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(s)](https://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10ss.htm)[qq](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10ss.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10ss.htm)] | | | | | | [removed: Deferred Fee Estate Enhancement Plan for Directors,] [added: Global Restricted Share Unit Award Agreement,] effective [removed: July 10, 1998,] [added: December 7, 2023,] incorporated by reference to Exhibit [removed: 10(r)] [added: 10(ss)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 1998.] [added: 2023.] | | |

| [removed: [10(t)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)[s](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)] | | | | | | Howmet Aerospace Inc. Change in Control Severance Plan, as Amended and Restated, effective September 17, 2021, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 23, 2021. | | |

| [removed: [10(u)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)[t](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)] | | | | | | Howmet Aerospace Inc. Executive Severance Plan, as Amended and Restated, effective September 17, 2021, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 23, 2021. | | |

| [removed: [10(v)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)[u](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)] | | | | | | Letter Agreement, by and between Arconic Inc. and Michael N. Chanatry, dated as of March 20, 2018, incorporated by reference to Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. | | |

| [removed: [10(v)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000026/ex102_2q24.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428124000026/ex102_2q24.htm)[u](https://www.sec.gov/Archives/edgar/data/4281/000000428124000026/ex102_2q24.htm)[)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000026/ex102_2q24.htm)] | | | | | | Restricted Share Unit Retention Award Agreement with Michael N. Chanatry, dated as of April 15, 2024. incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. | | |

| [removed: [10(w)](https://www.sec.gov/Archives/edgar/data/4281/000000428119000031/ex10hh_4q18.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)[v](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)] | | | | | | Letter Agreement, [removed: from] [added: by and between] Arconic Inc. [removed: to Ken Giacobbe,] [added: and John C. Plant,] dated as of February [removed: 14,] [added: 13,] 2019, incorporated by reference to Exhibit [removed: 10(hh)] [added: 10(a)] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2018.] [added: 2019.] | | |

| [removed: [10(x)](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10c_1q19.htm)[dd](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10c_1q19.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10c_1q19.htm)] | | | | | | Letter Agreement, by and between Arconic Inc. and [removed: John C. Plant,] [added: Neil E. Marchuk,] dated as of February 13, 2019, incorporated by reference to Exhibit [removed: 10(a)] [added: 10(c)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | | |

| [removed: [10(y)](https://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)[y](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)] | | | | | | Letter [removed: Agreement, by and] [added: Agreement] between [removed: Arconic] [added: Howmet Aerospace] Inc. and John C. Plant, dated as of [removed: August 1, 2019,] [added: June 9, 2020,] incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K [removed: dated August 2, 2019.] [added: filed on June 12, 2020.] | | |

| [removed: [10(z)](https://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)[z](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)] | | | | | | Letter Agreement, by and between [removed: Arconic] [added: Howmet Aerospace] Inc. and John C. Plant, dated as of [removed: February 24, 2020,] [added: October 14, 2021,] incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K [removed: dated February 25, 2020.] [added: filed on October 14, 2021.] | | |

| [removed: [10(aa)](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465925063683/tm2519329d1_ex10-1.htm)[cc](https://www.sec.gov/Archives/edgar/data/4281/000110465925063683/tm2519329d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465925063683/tm2519329d1_ex10-1.htm)] | | | | | | Letter [removed: Agreement] [added: Agreement, by and] between Howmet Aerospace Inc. and John C. Plant, dated as of June [removed: 9, 2020,] [added: 23, 2025,] incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on June [removed: 12, 2020.] [added: 27, 2025.] | | |

| [removed: [10(bb)](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)[aa](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)] | | | | | | Letter Agreement, by and between Howmet Aerospace Inc. and John C. Plant, dated as of [removed: October 14, 2021,] [added: December 2, 2022,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on [removed: October 14, 2021.] [added: December 8, 2022.] | | |

| [removed: [10(cc)](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465925101524/tm2529267d1_ex10-1.htm)[uu](https://www.sec.gov/Archives/edgar/data/4281/000110465925101524/tm2529267d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465925101524/tm2529267d1_ex10-1.htm)] | | | | | | Letter Agreement, by and between Howmet Aerospace Inc. and [removed: John C. Plant,] [added: Patrick Winterlich,] dated as of [removed: December 2, 2022,] [added: October 20, 2025,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on [removed: December 8, 2022.] [added: October 22, 2025.] | | |

| [3(a)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex3a_4q25.htm) | | | | | | Certificate of Incorporation of Howmet Aerospace Inc., as amended by the Certificate of Retirement of $3.75 Cumulative Preferred Stock of Howmet Aerospace Inc., dated February 9, 2026. | | |

| [4](https://www.sec.gov/Archives/edgar/data/4281/000110465925110371/tm2530095d3_ex4-6.htm)[(](https://www.sec.gov/Archives/edgar/data/4281/000110465925110371/tm2530095d3_ex4-6.htm)[c)(5)](https://www.sec.gov/Archives/edgar/data/4281/000110465925110371/tm2530095d3_ex4-6.htm) | | | | | | Seventh Supplemental Indenture, dated as of November 12, 2025, between Howmet Aerospace Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated November 12, 2025. | | |

| [4(e)](https://www.sec.gov/Archives/edgar/data/4281/000110465925110371/tm2530095d3_ex4-7.htm) | | | | | | Form of 4.550% Notes due 2032, incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on November 12, 2025 | | |

| [4(i)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex4i_4q25.htm) | | | | | | Description of Company Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [10(b)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex10b_4q25.htm) | | | | | | Third Amended and Restated Five-Year Revolving Credit Agreement, dated as of February 9, 2026, among Howmet Aerospace Inc., the lenders and issuers named therein, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. | | |

| [10(c)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex10c_4q25.htm) | | | | | | 364-Day Revolving Credit Agreement, dated as of February 9, 2026, among Howmet Aerospace Inc., the lenders named therein, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. | | |

| [10(j)](https://www.sec.gov/Archives/edgar/data/4281/000000428126000012/ex10j_4q25.htm) | | | | | | Amended and Restated Deferred Fee Plan for Directors, effective December 4, 2025. | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| [10(rr)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm) | | | | | | Terms and Conditions for Restricted Share Units, effective September 30, 2020, incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

| [10(tt)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10tt.htm) | | | | | | Global Special Retention Award Agreement, effective December 7, 2023, incorporated by reference to Exhibit 10(tt) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| [10(tt)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/exhibit10tt1.htm) | | | | | | Form of Special Retention Award Agreement. | | |

| [10(uu)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex104_2q21.htm) | | | | | | Form of Confidentiality, Non-Competition, and Non-Solicitation Agreement, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. | | |

| [10(ww)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex101_2q21.htm) | | | | | | Letter Agreement, by and between Howmet Aerospace Inc. and Lola Lin, dated as of May 5, 2021, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. | | |

| [19](https://www.sec.gov/Archives/edgar/data/4281/000000428125000011/ex19_4q24.htm) | | | | | | Howmet Aerospace Insider Trading Policy. | | |

| February [removed: 13, 2025] [added: 12, 2026] | | | By | | | /s/ Barbara L. Shultz | | |

| /s/ John C. Plant | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| [removed: Ken Giacobbe] [added: Patrick Winterlich] | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | |

Smith, each as a Director, on February [removed: 13, 2025,] [added: 12, 2026,] by Barbara L.

| /s/ Patrick Winterlich | | | | | | February 12, 2026 | | |

Leduc, Jody G.

[Table](#i97664d03bdbc402fa330a19b5868b4a6_7) [](#i97664d03bdbc402fa330a19b5868b4a6_7)[of](#i97664d03bdbc402fa330a19b5868b4a6_7) [Contents](#i97664d03bdbc402fa330a19b5868b4a6_7)

| /s/ Ken Giacobbe | | | | | | February 13, 2025 | | |

Leduc, David J.

Miller, Jody G.