Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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, 2025:

Equity Compensation Plan Information

(1) The Company’s equity compensation plan approved by security holders is the Howmet Aerospace Stock Incentive Plan, as Amended and Restated (approved by shareholders in May 2024, May 2019, May 2018, May 2016 and May 2013 and previously named the 2013 Howmet Aerospace Stock Incentive Plan) (the “Stock Incentive Plan”). Table amounts are comprised of the following:

• 81,756 stock options;

• 1,468,999 restricted share units; and

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

(2) The 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 Stock Incentive Plan may be issued in connection with any one of these awards. Up to 66,666,666 shares may be issued under the plan. Any award other than an option or a stock appreciation right shall count as 2.33 shares. Options and stock appreciation rights shall be counted as one share for each option or stock appreciation right. In addition, the Stock Incentive Plan provides the following are available for grant under plan: (i) shares that are issued under the 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 Stock Incentive Plan which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.

The information required by Item 403 of Regulation S-K is contained under the captions “Stock Ownership Information—Stock Ownership of Certain Beneficial Owners” and “Stock Ownership Information—Stock Ownership of Directors and Executive Officers” of the Proxy Statement and is incorporated by reference.