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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-3610

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)


Delaware						25-0317820
(State of incorporation)						(I.R.S. Employer Identification No.)

201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872

(Address of principal executive offices) (Zip code)

Investor Relations----------------(412) 553-1950

Office of the Secretary-----------(412) 553-1940

(Registrant’s telephone numbers, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HWM	New York Stock Exchange
$3.75 Cumulative Preferred Stock, par value $100.00 per share	HWM PR	NYSE American

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ✓ No .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes No ✓.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ✓ No .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ✓ No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ✓

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

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 $3175 billion. As of February 109, ~~2025~~2026, there were ~~405~~400,~~022~~940,~~519~~063 shares of common stock, par value $1.00 per share, of the registrant outstanding.

Documents incorporated by reference.

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

Table of Contents

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	109
Item 1B.	Unresolved Staff Comments	16
Item 1C.	Cybersecurity	16
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	2120
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3637
Item 8.	Financial Statements and Supplementary Data	3738
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8384
Item 9A.	Controls and Procedures	8384
Item 9B.	Other Information	8384
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	8384
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	8385
Item 11.	Executive Compensation	8385
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8586
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8586
Item 14.	Principal Accounting Fees and Services	8586
Part IV
Item 15.	Exhibits, Financial Statement Schedules	8687
Item 16.	Form 10-K Summary	9394
	Signatures	9495

Note on Incorporation by Reference

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 ~~2025~~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, ~~2024~~2025. Unless otherwise provided herein, any reference in this report to disclosures in the Proxy Statement shall constitute incorporation by reference of only that specific disclosure into this Form 10-K.

Table of Contents

Forward-Looking Statements

This report contains (and oral communications made by Howmet Aerospace Inc. (“Howmet”) may contain) statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “guidance”, “intends”, “may”, “outlook”, “plans”, “projects”, “seeks”, “sees”, “should”, “targets”, “will”, “would”, or other words of similar meaning. 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 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. These statements reflect beliefs and assumptions that are based on Howmet’s perception of historical trends, current conditions and expected future developments, as well as other factors Howmet believes are appropriate in the circumstances. Although Howmet believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties, and changes in circumstances that are difficult to predict. 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 1A (Risk Factors), Part II, Item 7 (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 U to the Consolidated Financial Statements in Part II, Item 8. Market projections are subject to the risks discussed in this report and other risks in the market. Credit ratings are not a recommendation to 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. The statements in this report are made as of the date of the filing of this report. Howmet disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

Table of Contents

PART I

Item 1. Business.

General

Howmet Aerospace Inc. is a Delaware corporation with its principal office in Pittsburgh, Pennsylvania. In this report, unless the context otherwise requires, “Howmet”, the “Company”, “we”, “us”, and “our” refer to Howmet Aerospace Inc. and its consolidated subsidiaries.

The Company’s Internet address is https://www.howmet.com. Howmet makes available free of charge on or through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”). The Company’s website is included in this annual report on Form 10-K as an inactive textual reference only. The information on, or accessible through, the Company’s website is not a part of, or incorporated by reference in, this annual report on Form 10-K. The SEC maintains an Internet site that contains these reports at https://www.sec.gov.

Background

As described below, Howmet Aerospace Inc. was previously named Arconic Inc. and, prior to that, Alcoa Inc., a company formed in 1888.

The Arconic Inc. Separation Transaction. On April 1, 2020, Arconic Inc. separated its businesses (the “Arconic Inc. Separation Transaction”) into two independent, publicly traded companies: Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation. Following this separation, Howmet retained the Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels businesses; and its prior Rolled Products, Aluminum Extrusions, and Building and Construction Systems businesses were spun-off to Arconic Corporation. In connection with the Arconic Inc. Separation Transaction, Howmet and Arconic Corporation entered into several agreements that govern their post-separation relationship.

The 2017 Reincorporation in Delaware. On December 31, 2017, Arconic Inc., then a Pennsylvania corporation, changed its jurisdiction of incorporation from Pennsylvania to Delaware.

The Alcoa Inc. Separation Transaction. On November 1, 2016, Alcoa Inc. completed the separation of its businesses (the “Alcoa Inc. Separation Transaction”) into two independent, publicly traded companies: Arconic Inc. (the new name for Alcoa Inc., which, through the transactions described above, later became Howmet Aerospace Inc.) and Alcoa Corporation. Following this separation, the Company retained the Engineered Products and Solutions, Global Rolled Products, and Transportation and Construction Solutions businesses. In connection with the Alcoa Inc. Separation Transaction, the two companies entered into several agreements that govern their post-separation relationship.

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”).

Overview

Howmet is a leading global provider of advanced engineered solutions for the aerospace and transportation industries. The Company’s primary businesses focus on jet engine components, aerospace fastening systems, and airframe structural components necessary for mission-critical performance and efficiency in aerospace and defense applications, as well as forged aluminum wheels for commercial transportation. Howmet’s technological capabilities support the innovation and growth of next-generation aerospace programs. Its differentiated technologies enable lighter, more fuel-efficient aircraft and commercial trucks to operate with a lower carbon footprint and support more sustainable air and ground transportation.

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Description of the Business

The Company produces products that are used ~~primarily~~ in the aerospace (commercial and defense), commercial transportation, ~~and~~gas ~~industrial~~turbines, and other markets. Howmet seeks to provide its customers with innovative solutions through offering differentiated products such as airfoils with advanced cooling and coatings for extreme temperature applications; specially-designed fasteners for lightweight composite airframe construction, reduced assembly costs, and lightning strike protection; and lightweight aluminum commercial wheels. Its products and solutions include investment castings for jet engines and industrial gas turbines (nickel superalloys, titanium, and aluminum), including airfoils and structural parts; seamless rolled rings for jet engines (mostly nickel superalloys); fastening systems for aerospace, industrial and commercial transportation applications (titanium, steel, and nickel superalloys); forged jet engine components (e.g., jet engine disks); machined and forged aircraft parts (titanium and aluminum); and forged aluminum commercial vehicle wheels, all of which are sold directly to customers or through distributors.

Aerospace (Commercial and Defense) Market. Howmet’s largest market is aerospace, which represented approximately 6870% of the Company’s revenue in ~~2024~~2025. The Company produces a range of high performance multi-materials, highly engineered products, and vertically integrated machined solutions for aero engines and airframe structures, ranging from investment castings, advanced coatings, seamless rings, forgings, titanium extrusions, and titanium mill products, to fasteners that hold aircraft together. Wingtip to wingtip, nose to tail, Howmet can produce more than 90% of all structural and rotating aero engine components. Modernization of the commercial and defense platforms is driven by an array of challenging performance requirements. With its precision engineering, materials science expertise, and advanced manufacturing processes, Howmet aims to help its customers achieve greater fuel economies, reduced emissions, passenger comfort, and maintenance efficiencies.

Commercial Transportation Market. The commercial transportation market represented approximately 1715% of the Company’s revenue in ~~2024~~2025. The Company invented the forged aluminum truck wheel in 1948, and continues to advance technology to deliver breakthrough solutions that make trucks and buses lighter, more fuel efficient and sharper-looking. Howmet’s forged aluminum wheels are a leading choice for commercial trucks and mass transportation vehicles because they can reduce weight and save fuel. The strength of the Company’s rivets, bolts and fasteners offers another light-weighting solution that delivers performance.

~~Industrial~~Gas ~~and~~Turbines ~~Other Markets~~Market. ~~Industrial~~The ~~and~~gas ~~other~~turbines ~~markets~~market ~~include~~includes industrial gas turbines, and oil and gas, ~~and other industrials,~~ which represented approximately 1511% of the Company’s revenue in ~~2024~~2025. 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.

Howmet has four reportable segments, which are organized by product on a worldwide basis: Engine Products, Fastening Systems, Engineered Structures and Forged Wheels.

Engine Products

Engine Products utilizes advanced designs and techniques to support next-generation engine programs and produces components primarily for aircraft engines and industrial gas turbines, including airfoils and seamless rolled rings. Engine Products produces rotating parts as well as structural parts. Engine Products principally serves the commercial and defense aerospace, ~~industrial gas turbine,~~ and ~~oil and~~ gas turbines markets.

Fastening Systems

Fastening Systems produces aerospace and industrial fastening systems as well as commercial transportation fasteners and installation tools. In addition to highly engineered aerospace fasteners with a broad range of fastening systems, the segment also supplies the commercial transportation, renewable, and material handling industries. The business’s high-tech, multi-material fastening systems are found nose to tail on commercial and military aircraft, as well as on jet engines, industrial gas turbines, commercial transportation vehicles, wind turbines, solar power systems, and construction and industrial equipment. 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.

Engineered Structures

Engineered Structures produces titanium ingots and mill products for aerospace and defense applications and is vertically integrated to produce titanium forgings, titanium extrusions, and machining services for airframe, wing, aero-engine, and landing gear components. Engineered Structures also produces aluminum forgings, nickel forgings, and aluminum machined components, and assemblies for aerospace and defense applications. The principal markets served by Engineered Structures are commercial aerospace, defense aerospace, and land and sea defense.

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Engineered Structures

Forged Wheels

Forged Wheels manufactures lightweight, high-strength forged aluminum wheels for trucks, buses, and trailers, serving the global transportation market. The Company’s portfolio, sold under the Alcoa® Wheels brand, includes advanced wheel designs utilizing its MagnaForce® alloy, offering superior durability and performance. Compared to standard steel wheel configurations, our aluminum wheels deliver up to 59% weight savings per tractor-trailer, enabling greater payload capacity. Our proprietary Dura-Bright® surface treatment resists corrosion and significantly reduces maintenance requirements, helping fleets maintain a professional appearance while lowering operational costs.

For additional discussion of each segment's business, see “Results of Operations—Segment Information” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Note C to the Consolidated Financial Statements in Part II, Item 8.

Sales by Market and Significant Customer Revenue

Sales by market for the years ended December 31, 2025, 2024, and 2023, were:

	For the Year EndedDecember 31,
	2024		2023		2022
	2025		2024		2023
Aerospace - Commercial	5253	%	4952	%	4649	%
Aerospace - Defense	1617	%	1516	%	1615	%
Commercial Transportation	1715	%	2117	%	2321	%
Industrial and Other(1)	15	%	15	%	15	%
Gas Turbines	11	%	10	%	10	%
Other	4	%	5	%	5	%

~~(1)~~In ~~Industrial~~2025, ~~and~~RTX ~~Other~~Corporation ~~comprise~~and ~~industrial~~GE ~~gas~~Aerospace ~~turbine~~each (represented approximately 4511%), ~~general~~of ~~industrial~~the ~~(approximately~~Company’s ~~30%),~~third-party ~~and~~sales. ~~oil~~The ~~and~~loss ~~gas~~of any such significant customer could have a material adverse effect on such businesses. See Part I, Item 1A (~~approximately~~Risk ~~25%~~Factors).

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. In 2024, RTX Corporation and GE Aerospace each represented approximately 10% of the Company’s third-party sales. The loss of any such significant customer could have a material adverse effect on such businesses. See Part I, Item 1A (Risk Factors).

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The Company's Principal Facilities(1)

Country

Facility Location

Segment

Products

Australia

Oakleigh

Fastening Systems

Fasteners

Canada

Georgetown, Ontario(2)

Engine Products

Aerospace Castings

Laval, Québec

Engine Products; Engineered Structures

Aerospace Castings and Machining

China

Suzhou(2)

Engine Products; Fastening Systems; Forged Wheels

Fasteners, Rings and Wheels Machining

France

Dives-sur-Mer

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

Evron

Engine Products

Aerospace and Specialty Castings

Gennevilliers

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

St. Cosme-en-Vairais(2)

Fastening Systems

Fasteners

Toulouse

Fastening Systems

Fasteners

Us-par-Vigny

Fastening Systems

Fasteners

Germany

Bestwig

Engine Products

Aerospace Castings

Erwitte

Engine Products

Machining of Aerospace Castings

Hildesheim-Bavenstedt(2)

Fastening Systems

Fasteners

Kelkheim(2)

Fastening Systems

Fasteners

Hungary

Nemesvámos

Fastening Systems

Fasteners

Székesfehérvár

Engine Products; Forged Wheels

Aerospace and ~~Industrial~~ Gas Turbine Castings and Forgings

Japan

JÔetsu City(2)

Forged Wheels

Wheels Machining

Nomi

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

Mexico

Ciudad Acuña(2)

Engine Products; Fastening Systems

Aerospace Castings/Rings and Fasteners

Monterrey

Forged Wheels

Forgings

Morocco

Casablanca(2)

Fastening Systems

Fasteners

United Kingdom

~~Ecclesfield~~Exeter(2)

Engine Products

~~Metal,~~Aerospace ~~Billets~~and Gas Turbine Castings and Alloy

Exeter(2)

Engine Products

Aerospace and Industrial Gas Turbine Castings and Alloy

Glossop

Engine Products

Metal, Billets

Ickles

Engine Products

Metal, Billets

Leicester(2)

Fastening Systems

Fasteners

Redditch(2)

Fastening Systems

Fasteners

Telford

Fastening Systems

Fasteners

Worcester(2)(3)

Engine Products

Aerospace and Industrial Gas Turbine Castings Tooling

Worcester(2)

Engine Products

Aerospace and Gas Turbine Castings Tooling

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Country

Facility Location

Segment

Products

United States

Tucson, AZ(2)

Fastening Systems

Fasteners

Carson, CA(2)

Fastening Systems

Fasteners

City of Industry, CA(2)

Fastening Systems

Fasteners

Fontana, CA

Engine Products

Rings

Fullerton, CA(2)

Fastening Systems

Fasteners and Tooling

Rancho Cucamonga, CA

Engine Products

Rings

Torrance, CA

Fastening Systems

Fasteners

Branford, CT

Engine Products

Aerospace Coatings

Winsted, CT

Engine Products

Aerospace Machining

Savannah, GA

Engineered Structures

Forgings, Disks

La Porte, IN

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

Whitehall, MI

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings and Coatings, Titanium Alloy and Specialty Products

Washington, MO

Engineered Structures

Titanium Mill Products

Big Lake, MN

Engineered Structures

Aerospace Machining

New Brighton, MN

Engineered Structures

Aerospace Machining

Dover, NJ

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings and Alloy

Kingston, NY(2)

Fastening Systems

Fasteners Tooling

Rochester, NY

Engine Products

Rings

Barberton, OH

Forged Wheels

Wheels Machining

Brecksville, OH(2)

Engine Products

Aerospace and Gas Turbine Castings Tooling

Canton, OH(2)

Engineered Structures

Titanium Mill Products

Cleveland, OH

Engine Products; Engineered Structures; Forged Wheels

Forgings, ~~Investment~~Aerospace ~~Casting~~and ~~Equipment~~Gas Turbine Castings Tooling, and Aerospace Components

Niles, OH

Engineered Structures

Titanium Mill Products

Morristown, TN(2)

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Ceramic Products

Houston, TX(2)

Engineered Structures

Extrusions

Waco, TX(2)

Fastening Systems

Fasteners

Wichita Falls, TX

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

Hampton, VA(2)

Engine Products

Aerospace and ~~Industrial~~ Gas Turbine Castings

Martinsville, VA

Engineered Structures

Titanium Mill Products

(1)Principal facilities are listed by location, with certain locations having more than one facility. The list in the above table does not include 1716 locations that serve as sales and administrative offices, distribution centers or warehouses.

(2)Leased property or partially leased property.

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

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Sources and Availability of Raw Materials

Important raw materials purchased in ~~2024~~2025 for each of the Company’s reportable segments are listed below.

Engine Products

Fastening Systems

Engineered Structures

Forged Wheels

Ceramics

Aluminum Alloys

Aluminum

Cobalt

Energy

Nickel Alloys and Stainless Steels

Nickel Alloys

Nickel

Steels

Titanium Scrap

Platinum

Titanium Alloys

Titanium Sponge

Superalloy materials

Vanadium Alloys

Titanium

Generally, raw materials are purchased from third-party suppliers under competitively priced supply contracts or bidding arrangements. The Company believes that the raw materials necessary to its business are and will continue to be available.

Patents, Trade Secrets, and Trademarks

The Company believes that its domestic and international patent, trade secret and trademark assets provide it with a significant competitive advantage. The Company’s rights under its patents, as well as the products made and sold under them, are important to the Company as a whole and, to varying degrees, important to each business segment. The patents owned by Howmet generally concern particular products, manufacturing equipment, or techniques. Howmet’s business as a whole is not, however, materially dependent on any single patent, trade secret, or trademark. As a result of product development and technological advancement, the Company continues to pursue patent protection in jurisdictions throughout the world. As of the end of ~~2024~~2025, the Company’s worldwide patent portfolio consisted of approximately ~~950~~1,020 granted patents and ~~220~~180 pending patent applications.

The Company also has a significant number of trade secrets, mostly regarding manufacturing processes and material compositions that give many of its businesses important advantages in their markets. The Company continues to strive to improve those processes and generate new material compositions that provide additional benefits. With respect to domestic and international registered trademarks, the Company has many that have significant recognition within the markets that are served. Examples include the name Howmet® metal castings, Huck® fasteners, and Dura-Bright® wheels with easy-clean surface treatments. As of the end of ~~2024~~2025, the Company’s worldwide trademark portfolio consisted of approximately 1,~~570~~590 registered trademarks and 5070 pending trademark applications. Following the Alcoa Inc. Separation Transaction, the Company retained the Alcoa Wheels® business and, pursuant to a Trademark License Agreement, is the exclusive licensee of the “Alcoa” name and logo for use with the wheels, hubs, and related products that we manufacture. The Company’s rights under its trademarks are important to the Company as a whole and, to varying degrees, important to each business segment.

Competitive Conditions

The Company’s segments - Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels - are subject to substantial and intense competition in the markets they serve. Although Howmet believes its advanced technology, manufacturing processes, and experience provide advantages to Howmet’s customers, such as high quality and superior mechanical properties that meet the Company’s customers’ most stringent requirements, many of the products Howmet makes can be produced by competitors using similar types of manufacturing processes as well as alternative forms of manufacturing. Despite intense competition, Howmet continues as a market leader in most of its principal markets. We believe that factors such as Howmet’s technological expertise, state-of-the-art capabilities, capacity, quality, engaged employees, and long-standing customer relationships enable the Company to maintain its competitive position.

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; ~~Allegheny~~ATI ~~Technologies,~~ 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 ~~Eramet~~Airbus, ~~Group~~Safran, inand ~~France~~Tikehau Capital) for precision forgings. Other competitors include Doncasters Group ~~Ltd.~~Limited (U.K.) and Consolidated Precision Products Corp. (owned by Warburg Pincus and Berkshire Partners) for investment castings; Weber Metals, Inc. (part of Otto Fuchs) for precision forgings; and Forgital Group and Frisa (Mexico) for seamless rings.

Forged Wheels competes against aluminum and steel wheel suppliers in the commercial transportation industry under the product brand name Alcoa® Wheels for the major regions that it serves (North America, Europe, Japan, China, South America, and Australia). Its larger aluminum wheel competitors are Accuride Corporation, Speedline (member of the Ronal Group), Nippon Steel Corporation, Dicastal North America, Inc., Alux Co., Ltd., and Wheels India Limited.

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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, ~~and~~ South Korea, and Turkey attempting to penetrate the global commercial transportation market.

Several of Howmet’s largest customers have captive superalloy furnaces for producing airfoil investment castings for their own use. Many other companies around the world also produce superalloy investment castings, and some of these companies currently compete with Howmet in the aerospace and other markets, while others are capable of competing with the Company should they choose to do so.

International competition in the investment castings, fasteners, rings and forgings markets may also increase in the future as a result of strategic alliances among engine original equipment manufacturers (“OEMs”), aero-structure prime contractors, and overseas companies, especially in developing markets, particularly where “offset” or “local content” requirements create purchase obligations with respect to products manufactured in or directed to a particular country.

Government Regulations and Environmental Matters

Our operations and activities are global and are subject to various federal, state, local, and foreign laws, rules and regulations, including those relating to the environment. In ~~2024~~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 ~~2025~~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 U to the Consolidated Financial Statements in Part II, Item 8 under the caption “Environmental Matters.”

Human Capital

Howmet strives to attract, recruit, engage, develop and retain world-class talent. Our Code of Conduct describes how we lead with integrity and work with one another while supporting our stakeholders. The Company provides competitive wages, benefits and terms of employment.

Attracting and recruiting candidates through workforce planning, increased hiring efficiency and effective onboarding have been a priority for the Company. 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 ~~enables~~helps us to proactively reach a broad talent network of students and schools across the United States. 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. Additional technologies such as recruiting booster text capabilities facilitate communicating with candidates quickly and efficiently. To retain new talent, the Company offers an onboarding program to develop a sense of belonging, teamwork, and productivity. InThe ~~addition~~Company tooffers ~~existing~~increasingly ~~training~~more robust leadership and other development ~~programs~~opportunities for ~~salaried~~our ~~employees~~team members. To bolster our operations internal talent pipeline, we ~~have~~created ~~been~~two ~~working~~new todevelopment ~~extend~~programs, ~~training~~the ~~access~~Frontline ~~using~~Leader ~~technology~~Program toand ~~our~~the ~~hourly~~Plant ~~employees~~Manager ~~during~~Development ~~2024~~Initiative. Additionally, ~~piloting~~the ~~this~~Company ~~technology~~expanded atits ~~several~~tuition ~~locations~~assistance program in 2025 to now include reimbursement for a wide variety of certifications. We believe providing employees with avenues to new skills contributes to increased motivation and engagement, resulting in higher employee retention.

The Company ~~enables~~supports our employees tohaving ~~own~~ownership in their development ~~and~~to create rewarding careers that draw on their aptitudes and support their ambitions. Our development process framework provides tools and resources to identify career options, skills gaps and actions they can take to progress within the Company. Using a human capital management platform, employees can build a professional profile to share their career aspirations and learn new skills. This platform allows us to align employee goals and growth with the Company’s future business needs so that we can pinpoint potential successor candidates and build their readiness for ~~their~~ future roles. We use a data-driven approach to track how ~~our~~ employees are progressing through ~~our~~the organization. We seek to identify high performers and support their development into potential future leaders, focusing on providing opportunities to all individuals. A valuable component of development is Howmet’s mentoring program, which builds readiness for future leaders. Our talent review and succession planning process is an ongoing priority, ~~and is~~ sponsored and led by our Chief Executive Officer with oversight by the Board of Directors.

Howmet’s strong health and safety culture empowers our employees and contractors to take personal responsibility for their actions and the safety of their coworkers. This culture is supported by internal policies, standards, rules, and procedures that clearly articulate our stringent requirements for working safely in all of our worldwide facilities. The Company embeds annual health and safety goals and objectives into its operating plans to progress toward our ultimate goal of zero incidents. We use various risk identification, assessment, and control processes to reduce the likelihood of safety and health incidents in the workplace, with prioritization ofon the prevention of fatality and serious injury.

Employees

Total worldwide employment at the end of ~~2024~~2025 was approximately 2325,~~930~~430 employees in 2223 countries.

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Approximately 3,~~500~~860 employees, or 2526% of the U.S. workforce, are represented by labor unions in the United States. Within the United States, there are eight collective bargaining agreements with varying expiration dates between Howmet and various labor unions. Of these eight, the largest workforce covered under a collective bargaining agreement is between Howmet and the United Autoworkers (“UAW”) at our Engine Products facility in Whitehall, Michigan. The current agreement, which covers approximately 1,~~450~~865 employees, expires onin April 1, 2028. The second largest workforce of approximately ~~700~~730 employees within our Engineered Structures and Forged Wheels segments is covered under a five-year collective bargaining agreement ~~reached in March 2024~~ between Howmet and the UAW at our Cleveland, Ohio location, which expires in February 2029. The Company’s next significant plant collective bargaining agreement in the U.S. expires in 2027. On a regional basis, collective bargaining agreements with varying expiration dates cover employees in Europe, North America, South America, and Asia. The Company believes that it has positive relationships with its employees and any respective labor union representatives.

Executive Officers of the Registrant

The names, ages, positions, and areas of responsibility of the executive officers of the Company as of February 1312, ~~2025~~2026 are listed below. The Company’s executive officers are annually appointed to serve until the next annual meeting of the Board of Directors (held in conjunction with the annual meeting of shareholders), except in the case of earlier death, retirement, resignation or removal.

Michael N. Chanatry, 6465, Vice President and Chief Commercial Officer. Mr. Chanatry was initially elected Vice President and Chief Commercial Officer of Howmet effective May 16, 2018. Prior to joining Howmet, from 2015 to April 2018, he was Vice President of Supply Chain for General Electric’s Power Division. Mr. Chanatry served as General Manager of Supply Chain for General Electric Appliances from 2013 to 2015; and General Electric Aviation Systems from 2009 to 2013. Prior to his leadership roles at General Electric Power, General Electric Appliances and General Electric Aviation Systems, Mr. Chanatry held numerous positions within the General Electric Aviation & Aerospace divisions, as well as at Lockheed Martin from 1983 to 2009.

~~Ken~~Neil ~~Giacobbe~~E. Marchuk, 5968, Executive Vice President, ~~and~~ Chief ~~Financial~~Administrative Officer. Mr. ~~Giacobbe~~Marchuk was ~~initially~~ elected Executive Vice President and Chief ~~Financial~~Administrative Officer of Howmet effective ~~November~~August 121, ~~2016~~2025. MrHe served as Executive Vice President and Chief Human Resources Officer from March 2019 to August 2025. ~~Giacobbe~~Following ~~joined~~the ~~Howmet~~resignation inof ~~2004~~Lola asF. Lin, Executive Vice President, ofChief ~~Finance~~Legal ~~for~~and ~~Global~~Compliance ~~Extruded~~Officer ~~Products~~and Secretary, ~~part~~in ofSeptember ~~Alcoa~~2025, ~~Forgings~~until a successor is appointed, the Legal and ~~Extrusions~~Compliance teams report to Mr. Marchuk. He ~~then~~ served as ~~Vice~~Interim President, ofEngineered ~~Finance~~Structures, ~~for~~from ~~the~~October ~~Company’s~~2023 ~~Building~~to April 2024; and ~~Construction~~Interim ~~Systems~~President, ~~business~~Fastening Systems, from ~~2008~~November ~~until~~2022 ~~2011~~to May 2023. InPrior ~~2011~~to joining Howmet, hefrom ~~assumed~~January ~~the~~2016 ~~role~~to ofFebruary ~~Group~~2019, ~~Controller~~he ~~for~~was ~~the~~Executive ~~Engineered~~Vice ~~Products~~President and ~~Solutions~~Chief ~~segment~~Human Resources Officer at Adient, an automotive manufacturer. From ~~January~~July ~~2013~~2006 ~~until~~to ~~October~~May ~~2016~~2015, Mr. ~~Giacobbe~~Marchuk was Executive Vice President of Human Resource at TRW Automotive, and served as ~~Chief~~TRW’s ~~Financial~~Vice ~~Officer~~President, ofHuman ~~the~~Resources ~~Engineered~~from ~~Products~~September ~~and~~2004 ~~Solutions~~to ~~segment~~July 2006. ~~Before~~Prior to joining ~~Howmet~~TRW, from December 2001 to August 2004, Mr. ~~Giacobbe~~Marchuk ~~held~~was ~~senior~~Director, ~~finance~~Corporate ~~roles~~Human atResources ~~Avaya~~for E.I. Du Pont De Nemours and ~~Lucent~~Company ~~Technologies~~(“E.I. Du Pont”). From September 1999 to November 2001, Mr. Marchuk was Director, Global HR Delivery for E.I. Du Pont. From February 1999 to August 1999, Mr. Marchuk served E.I. Du Pont as its Global HR Director, Global Services Division.

~~Lola~~John FC. ~~Lin~~Plant, 5072, Executive ~~Vice~~Chairman ~~President,~~and Chief ~~Legal~~Executive ~~and Compliance~~ Officer ~~and Secretary~~. MsMr. ~~Lin~~Plant was ~~initially~~appointed ~~elected~~Howmet’s Chief Executive ~~Vice~~Officer ~~President~~effective October 14, 2021, and was Co-Chief ~~Legal~~Executive Officer ~~and~~from ~~Secretary~~April of2020 ~~Howmet~~to ~~effective~~October ~~June~~2021. 28From February 2019 to April 2020, ~~2021~~he was the Chief Executive Officer of Arconic Inc., ~~Prior~~as the Company was then known prior to ~~joining~~its separation. He has served as chairman of Howmet,'s ~~she~~Board of Directors since October 2017 and as a member of the Board since February 2016. Mr. Plant previously served as ~~Senior~~Chairman ~~Vice~~of the Board, President and ~~General~~Chief ~~Counsel~~Executive Officer of ~~Airgas,~~TRW ~~Inc.~~Automotive from ~~2016~~2011 to ~~May~~2015, ~~2021.~~and ~~Prior~~as its President and Chief Executive Officer from 2003 to ~~her~~2011. ~~time~~TRW atAutomotive ~~Airgas,~~was Msacquired by ZF Friedrichshafen AG in May 2015. ~~Lin~~Mr. ~~held~~Plant ~~various~~was ~~legal~~a ~~roles~~co-member atof ~~Air~~the ~~Liquide~~Chief ~~USA~~Executive ~~LLC~~Office of TRW Inc. from ~~2007~~2001 to ~~2016,~~2003 ~~including~~and asan Executive Vice President ~~and~~of ~~Deputy~~TRW ~~General~~from ~~Counsel.~~1999 ~~Prior~~(when tothe ~~her~~company ~~roles~~acquired atLucas ~~Airgas~~Varity) ~~Inc~~to 2003. ~~and~~Prior ~~Air~~to ~~Liquide~~TRW, MsMr. ~~Lin~~Plant ~~held~~was ~~roles~~President atof ~~Dell~~Lucas ~~Inc.,~~Varity ~~Sutherland~~Automotive ~~Asbill~~and &managing ~~Brennan~~director ~~LLP~~of the Electrical and ~~Locke~~Electronics ~~Liddell~~division &from ~~Sapp~~1991 ~~LLP~~through 1997.

~~Neil~~Patrick ~~E. Marchuk~~Winterlich, 6756, Executive Vice President, and Chief ~~Human~~Financial ~~Resources~~ Officer. Mr. ~~Marchuk~~Winterlich was initially elected Executive Vice President and Chief ~~Human~~Financial ~~Resources~~ Officer ~~of Howmet~~ effective ~~March~~December 1, ~~2019~~2025. ~~He served as Interim President, Engineered Structures, from October 2023 to April 2024; and Interim President, Fastening Systems, from November 2022 to May 2023.~~ Prior to joining Howmet, from ~~January~~2017 ~~2016~~ to ~~February~~November ~~2019~~2025, he was Executive Vice President and Chief ~~Human~~Financial ~~Resources~~ Officer at ~~Adient,~~Hexcel ~~an automotive manufacturer~~Corporation. ~~From July 2006 to May 2015,~~ Mr. ~~Marchuk~~Winterlich ~~was~~held ~~Executive~~roles ~~Vice President~~ of ~~Human~~increasing ~~Resource~~responsibility at ~~TRW~~Hexcel ~~Automotive,~~in ~~and served as TRW’s Vice President~~Finance, ~~Human~~Operations ~~Resources~~and ~~from~~Information ~~September~~Technology ~~2004 to July 2006. Prior to joining TRW,~~ from ~~December~~1998 ~~2001~~ to ~~August 2004, Mr~~2017. Marchuk was Director, Corporate Human Resources for E.I. Du Pont De Nemours and Company (“E.I. Du Pont”). From September 1999 to November 2001, Mr. Marchuk was Director, Global HR Delivery for E.I. Du Pont. From February 1999 to August 1999, Mr. Marchuk served E.I. Du Pont as its Global HR Director, Global Services Division.

John C. Plant, 71, Executive Chairman and Chief Executive Officer. Mr. Plant was appointed Howmet’s Chief Executive Officer effective October 14, 2021, and was Co-Chief Executive Officer from April 2020 to October 2021. From February 2019 to April 2020, he was the Chief Executive Officer of Arconic Inc., as the Company was then known prior to its separation. He has served as chairman of Howmet's Board of Directors since October 2017 and as a member of the Board since February 2016. Mr. Plant previously served as Chairman of the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015, and as its President and Chief Executive Officer from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 2015. Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 to 2003 and an Executive Vice President of TRW from 1999 (when the company acquired Lucas Varity) to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive and managing director of the Electrical and Electronics division from 1991 through 1997.

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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.

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Item 1A. Risk Factors.

Howmet’s business, financial condition, and results of operations may be impacted by a number of factors. In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could materially harm the Company’s business, results of operations, financial condition and/or cash flows, including causing its actual results to differ materially from those projected in any forward-looking statements. The following list of risk factors is not all-inclusive or necessarily in order of importance. Additional risks and uncertainties not presently known to Howmet or that Howmet currently deems immaterial may also adversely affect the Company materially in future periods.

Risks Related to Our Business and Operations

The markets for Howmet’s products are cyclical, and such markets and Howmet’s operations are influenced by a number of factors, including global economic conditions and regulations.

Howmet is subject to cyclical fluctuations in global economic conditions and lightweight metals end-use markets. Howmet sells many products to industries that are cyclical, such as the aerospace and commercial transportation industries, and the demand for our products is sensitive to, and quickly impacted by, demand for the finished goods manufactured by our customers in these industries, which may change as a result of changes in regional or worldwide economies, currency exchange rates, interest rates, inflation, energy prices or other factors beyond our control. In particular, Howmet derives a significant portion of our revenue from products sold to the aerospace industry, which is cyclical and reflective of changes in the general economy. The commercial aerospace industry is historically driven by the demand from commercial airlines for new aircraft and spare parts. Demand for commercial aircraft and spare parts is influenced by airline industry profitability, trends in domestic and global airline passenger traffic, the state of U.S., regional and world economies, the ability of aircraft purchasers to obtain required financing and numerous other factors. Changes and uncertainties in the timing and level of future aircraft production by OEMs may cause our future results to differ from prior periods due to changes in the Company’s product mix. The defense aerospace cycle is highly dependent on U.S. and foreign government defense spending, which can be impacted by a government’s shifting priorities and budget compromises. It is also impacted by the effects of terrorism, a changing global geopolitical environment, U.S. foreign policy, the impact of government shutdowns and federal debt ceiling on funding and appropriations, whether older military aircraft are retired, and technological improvements to new engines and airframes. The demand for Howmet’s commercial transportation products is driven by the number of vehicles produced by commercial transportation manufacturers. Commercial transportation sales and production are affected by many factors, including the age of the vehicle fleet, labor relations issues, fuel prices, regulatory requirements, government initiatives, trade agreements, and levels of competition.

Geopolitical tensions, conflicts, and wars have impacted, and may in the future impact, global energy markets, leading to high volatility and increasing prices for crude oil, natural gas, and other energy supplies. Energy costs impact operating expenses at our manufacturing facilities, the expense of shipping raw materials to our facilities, and the expense of shipping products to our customers. The costs of certain raw materials (including, but not limited to, nickel, titanium, aluminum, cobalt, and superalloy materials) necessary for the manufacture of Howmet’s products and other manufacturing and operating costs are influenced by market forces, including inflation, supply and demand, and shortages. For example, as the Russia-Ukraine conflict continues, global titanium prices may continue to fluctuate ~~or increase~~. Our customers’ failure to return titanium revert (reusable scrap) to Howmet can result in an increase of the amount of titanium purchased at inflated costs. Governmental constraints, including export restrictions, sanctions, new or increased import duties or tariffs, and countervailing or anti-dumping duties, also impact the cost of raw materials and other manufacturing and operating costs. The global trade landscape is growing more volatile, including, as a result of ~~the~~2025 ~~recent~~and early 2026 executive orders in the U.S. for the imposition of new tariffs, the ~~likelihood of further tariffs and~~ retaliatory counter measures by other countries and the likelihood and unpredictability of further tariffs and related countermeasures. We continually monitor the global trade environment and any changes in tariffs, trade agreements, restrictions, or sanctions that may impact the Company or our suppliers or customers, and work to mitigate potential impacts. Inflation worldwide and in the United States has resulted in an increase in the costs of materials and labor. While we generally intend to pass along higher raw material and energy costs to our customers through contractual agreements in the form of price increases, there can be a delay between an increase in our costs and our ability to increase the prices of our products. Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors. If the Company is unable to pass through or offset significant cost increases through customer price increases, productivity improvements, cost reduction or other programs, Howmet’s business, operating results or financial condition could be materially adversely affected. 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.

Howmet is unable to predict the future course of industry variables, the strength of the U.S., regional or global economies, or the effects of government actions. Negative economic conditions, such as a major economic downturn or recession, continued inflation, changes in the global trade landscape or disruptions in the financial markets, could have a material adverse effect on Howmet’s business, financial condition, or results of operations.9

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A material disruption of, or manufacturing difficulties at, Howmet’s manufacturing operations could adversely affect Howmet’s business.

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, 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. In addition, the manufacture of many of Howmet’s products is a complex process. Manufacturing problems arising from equipment failure or malfunction, inadvertent failure to follow regulatory or customer specifications and procedures, including those related to quality or safety, and problems with raw materials could have an adverse impact on the Company’s ability to fulfill orders or meet product quality or performance requirements, which may result in negative publicity and damage to our reputation, adversely impacting product demand and customer relationships. Interruptions in production capability could increase Howmet’s costs and reduce its sales, including causing the Company to incur costs for premium freight, make substantial capital expenditures, or purchase alternative material at higher costs to fulfill customer orders. Additionally, a delivery delay by us due to production interruptions could subject us to liability from customer claims that such delay resulted in losses to the customer. Furthermore, product manufacturing or performance issues could result in recalls, customer penalties, contract cancellation, and product liability exposure in addition to a material adverse effect on our business, financial condition or results of operations. Because of approval, license, and qualification requirements applicable to manufacturers and/or their suppliers, sources of alternatives to mitigate manufacturing disruptions may not be readily available to Howmet or its customers.

Howmet is dependent on a limited number of suppliers for materials and services essential to our operations, including raw materials, and supply chain disruptions could have a material adverse effect on our business.

Howmet has supply arrangements with suppliers for various materials and services, including raw materials. We maintain annual or long-term contracts for a majority of our supply requirements, and, for the remainder, we depend on spot purchases. There can be no assurance that we will be able to renew, or obtain replacements for, any of our long-term contracts when they expire on terms that are as favorable as our existing agreements, or at all. For certain raw materials and services, we depend on a number of limited source or sole source suppliers, such as for titanium sponge and specialized metal alloys. Supply constraints could impact our production or force us to purchase materials and other supplies from alternative sources, which may not be available in sufficient quantities, at prices that are favorable to us or in a timely manner. Howmet could also have exposure if a key supplier is unable to deliver sufficient quantities of a necessary material on a timely basis. Several of our suppliers have had, in the past, constraints on their ability to supply Howmet with its full requirements due to lack of capacity, labor shortages and/or material availability. If such constraints were to continue or escalate, it could result in an adverse impact on our business. Because of approval, license and qualification requirements applicable to manufacturers and/or their suppliers, sources of alternatives to mitigate supply disruptions may not be readily available to Howmet. Any delay in supply from these suppliers could prevent us from meeting customer demand for our products. The availability and costs of certain raw materials necessary for the production of Howmet’s products may also be influenced by private or government entities, including as a result of changes in geopolitical conditions or regulatory requirements, labor relations between the producers and their work forces, and unstable governments in exporting nations. Any of the foregoing supply chain disruptions or those due to trade barriers, business continuity, quality, cyberattacks, transportation, delivery or logistics challenges, weather, natural disaster, war, or pandemic events could adversely affect Howmet’s business, results of operations or financial condition.

Howmet’s business depends, in part, on its ability to successfully meet program demand, production targets, and commitments.

Howmet is currently under contract to supply components for a number of existing and new commercial, general aviation, military aircraft, and aircraft engine programs. Many of these contracts contemplate production increases over the next several years. If Howmet fails to meet production targets and commitments, or encounters difficulty or unexpected costs in meeting such levels, it could have a material adverse effect on the Company’s reputation, business, operating results, or financial condition. Similarly, to the extent demand for our products increases rapidly and significantly in future periods, we may not be able to ramp up production quickly enough to meet the demand, which could result in lost opportunities for growth and adversely affect our business, financial condition, results of operations, or competitive position.

~~Failure to attract and retain a qualified workforce and key personnel or to provide adequate succession planning could adversely affect Howmet’s operations and competitiveness.~~10

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~~need~~Failure to ~~operate~~attract and ~~grow~~retain ~~our~~a ~~business,~~qualified ~~our~~workforce ~~business~~ and ~~operations could be adversely impacted. Furthermore, the continuity of~~ key personnel and the preservation of institutional knowledge are vital to the success of the Company’s growth and business strategy. The loss of key personnel could significantly harm Howmet’s business, and any unplanned turnover or ~~failure~~ to ~~develop~~provide adequate succession ~~plans~~planning ~~for key positions~~ could ~~deplete~~adversely ~~the~~affect ~~Company~~Howmet’s ~~institutional~~operations ~~knowledge base, result in loss of technical or other expertise, delay or impede the execution of the Company’s business plans,~~ and ~~erode Howmet’s~~ competitiveness.

Howmet’s global operations require qualified and skilled personnel with relevant industry and technical experience. Additionally, the increase in aerospace demand requires the Company to successfully recruit, train, and retain new workers and talent. Shortages in certain skills, in areas such as engineering, manufacturing, and technology, and other labor market inadequacies have created more competition for talent. A sustained labor shortage, lack of skilled labor, increased turnover, labor inflation, or increase in general labor costs could lead to higher labor, recruiting, or training costs to attract and retain personnel. If the Company fails to attract, train, develop, and retain a global workforce with the skills and in the locations we need to operate and grow our business, our business and operations could be adversely impacted. Furthermore, the continuity of key personnel and the preservation of institutional knowledge are vital to the success of the Company’s growth and business strategy. The loss of key personnel could significantly harm Howmet’s business, and any unplanned turnover or failure to develop adequate succession plans for key positions could deplete the Company’s institutional knowledge base, result in loss of technical or other expertise, delay or impede the execution of the Company’s business plans, and erode Howmet’s competitiveness.

Howmet could be adversely affected by the loss of key customers or significant changes in the business or financial condition of its customers.

Howmet has long-term contracts with a significant number of its customers, some of which are subject to renewal, renegotiation, or re-pricing at periodic intervals or upon changes in competitive supply conditions. Howmet’s failure to successfully renew, renegotiate, or favorably re-price such agreements, or a material deterioration in or termination of these customer relationships, could result in a reduction or loss in customer revenue. Additionally, a significant downturn, adverse development or deterioration in the business or financial condition of a key customer, or the loss of a key customer, could adversely affect Howmet’s financial results. For example, quality control issues ~~and a recent labor union work stoppage~~ at The Boeing Company (“Boeing”) ~~have~~relating ~~negatively~~to ~~impacted,~~which the Federal Aviation Administration did not approve production rate increases for the Boeing 737 MAX until October 2025 and ~~are~~a ~~expected~~Boeing tolabor union work stoppage in late 2024 negatively ~~impact,~~impacted narrow body and wide body production rates ~~in the near term~~. Boeing production rates have had and are expected to have a material impact on the financial performance of Howmet. Howmet’s customers may experience delays in the launch of new products, labor strikes, diminished liquidity or credit unavailability, weak demand for their products, decreases in production rates due to regulatory investigations or otherwise, supply chain constraints or other difficulties in their businesses. Howmet’s customers may also change their business strategies or modify their business relationships with Howmet, including to reduce the amount of Howmet’s products they purchase, to switch to alternative suppliers, or to enter into the markets themselves to compete with Howmet. If Howmet’s customers reduce, terminate or delay purchases from Howmet due to the foregoing factors or otherwise and Howmet is unsuccessful in enforcing its contract rights or replacing such business in whole or in part or replaces it with less profitable business, our financial condition and results of operations may be adversely affected.

Howmet’s products are used in a variety of military applications, including military aircraft. Although many of the military programs in which Howmet participates extend several years, changes in military strategy, policy and priorities, or reductions in defense spending, may affect current and future funding of these programs and could reduce the demand for Howmet’s products, which could adversely affect Howmet’s business, financial condition, or results of operations.

Information technology system failures, cyberattacks, and security breaches may threaten the integrity of Howmet’s intellectual property and other sensitive information, disrupt its business operations, and result in reputational harm and other negative consequences having a material adverse effect on its financial condition and results of operations.

Howmet’s information technology systems could be subject to damage or interruption from power outages; computer network and telecommunications failures; cyberattacks; catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war, or terrorism; and usage errors by employees. If Howmet’s information technology systems are damaged or cease to function properly, the Company may have to make a significant investment to fix or replace them, and Howmet may suffer loss of critical data and interruptions or delays in its operations. Any material disruption in the Company’s information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on Howmet’s business, financial condition, or results of operations.

Increased global cybersecurity vulnerabilities, threats, and more sophisticated and targeted cyberattacks pose a risk to the security of our systems and networks, and the confidentiality, availability, and integrity of our data, as well as those of our customers, suppliers, and other counterparties. The Company believes that it faces threats of cyberattacks due to the industries it serves, the locations of its operations, and its technological innovations. The Company has experienced cybersecurity attacks in the past, including breaches of its information technology systems in which information was taken, and may experience them in the future, potentially with more frequency or sophistication. Although past attacks did not result in known losses of any critical data or have a material impact on Howmet’s financial condition or results of operations, the scope and impact of any future incident cannot be predicted. The use of new and evolving technologies, such as ~~artificial intelligence, or~~ AI, presents risks and challenges that can impact our business. Unauthorized use or misuse of AI by the Company's employees, vendors or others may result in the disclosure of confidential company or customer data, reputational harm, privacy law violations, cybersecurity risks, and legal liability.

While the Company continually works to safeguard its systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cybersecurity incidents that manipulate or improperly use the Company’s systems or networks, compromise confidential, personal or otherwise protected information, destroy or corrupt data, block access to its systems, or otherwise disrupt its operations. 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, 11

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~~and~~impact ~~increased~~our ~~remediation~~business. ~~costs~~Unauthorized use or misuse of AI by the Company's employees, ~~any~~vendors or others may result in the disclosure of ~~which~~confidential ~~could~~Company ~~have~~or acustomer ~~material~~data, ~~adverse~~reputational ~~effect~~harm, onprivacy ~~its~~law ~~financial~~violations, ~~condition~~cybersecurity risks, and ~~results~~legal liability. Additionally, while the use of ~~operations~~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.

Howmet faces significant competition, which may have an adverse effect on profitability.

As discussed in “Competitive Conditions” in Part I, Item 1 (Business) of this report, the markets for Howmet’s products are highly competitive. Howmet’s competitors include a variety of both U.S. and non-U.S. companies in our product markets, which could include existing customers. New entrants in our markets, new product offerings, new and/or emerging technologies in the marketplace, or new facilities may compete with or replace Howmet products. The willingness of customers to accept alternative solutions for the products sold by Howmet, pricing pressure from competitors, and technological advancements or other 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 technologies, including through the use of new and evolving technologies, including AI. 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. While Howmet intends to continue to develop innovative new products and services, 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.

In addition, Howmet may face increased competition due to industry consolidation. Companies that are strategic partners in some areas of Howmet’s business may acquire or form alliances with Howmet’s competitors, thereby reducing their business with Howmet. Industry consolidation may result in stronger competitors who are better able to obtain favorable terms from suppliers or who are better able to compete as sole-source vendors for customers. Consolidation within Howmet’s customer base may result in customers who are better able to exert leverage in negotiating prices and other terms of sale, or may lead to reduced demand for Howmet’s products if a combined entity replaces Howmet with a Howmet competitor with which it had prior relationships. The result of these circumstances could have a material adverse effect on Howmet’s business, operating results and financial condition.

Howmet’s global operations expose Howmet to risks that could adversely affect its business, financial condition, results of operations or cash flows, or the market price of its securities.

Howmet has operations or activities in numerous countries and regions outside the United States, including Europe, Mexico, China, and Japan. As a result, Howmet’s global operations are affected by economic, political, legal, and other conditions in the United States and foreign countries in which Howmet does business, including (i) economic and commercial instability risks, including changes in local government laws, regulations and policies, such as those related to tariffs, sanctions and trade barriers, taxation, exchange controls, employment regulations, and repatriation of assets or earnings; (ii) geopolitical risks such as political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, and renegotiation or nullification of existing agreements; (iii) wars such as those in Ukraine and the Middle East, cyber threats, terrorist activities, or other dangerous conditions; (iv) compliance with applicable U.S. and foreign laws, including antitrust and competition regulations, the Foreign Corrupt Practices Act and other anti-bribery and corruption laws, and laws concerning trade, including the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions, regulations and embargoes administered by the U.S. Department of Treasury’s Office of Foreign Assets Control; (v) aggressive, selective or lax enforcement of laws and regulations by foreign governmental authorities; (vi) exposure to fluctuations in foreign currency exchange rates and interest rates, as well as inflation, economic factors, and currency controls in the countries in which it operates; and (vii) major public health issues, such as an outbreak of a pandemic or epidemic. Although the effect of any of the foregoing factors is difficult to predict, any one or more of them could adversely affect Howmet’s business, financial condition, or results of operations.

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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.

Risks Related to Liquidity and Capital Resources

A decline in Howmet’s financial performance or outlook could negatively impact its credit profile, its access to capital markets and its borrowing costs.

A decline in the Company’s financial performance or outlook due to internal or external factors, such as macroeconomic conditions, a deterioration in the Company’s financial metrics or a contraction in the Company’s liquidity, could adversely affect the Company’s credit ratings and its access to the capital or credit markets on terms and conditions that the Company finds acceptable. Credit ratings may be revised or revoked at any time at the sole discretion of the credit rating organizations. A downgrade of Howmet’s credit ratings could result in negative consequences, including limiting its ability to obtain future financing on favorable terms, if at all, increasing borrowing costs and credit facility fees, triggering collateral postings, and adversely affecting the market price of Howmet securities. For information on our credit ratings, see “Liquidity and Capital Resources” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations). Limitations on Howmet’s ability to access global capital markets, a reduction in Howmet’s liquidity or an increase in borrowing costs could materially and adversely affect Howmet’s ability to maintain or grow its business, which in turn may adversely affect its financial condition, liquidity and results of operations.

An adverse decline in the liability discount rate, lower-than-expected investment return on pension assets, and other factors could adversely affect Howmet’s results of operations or amount of pension funding contributions in future periods.

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Anand ~~adverse~~liabilities, ~~decline~~which may result in ~~the~~a ~~liability~~significant ~~discount~~charge ~~rate,~~to ~~lower-than-expected~~shareholders’ ~~investment~~equity. ~~return~~For ona discussion regarding how Howmet’s financial statements can be affected by pension ~~assets~~and other postretirement benefits accounting policies, see “Critical Accounting Policies and ~~other~~Estimates—Pension ~~factors~~and ~~could~~Other ~~adversely~~Postretirement ~~affect~~Benefits” ~~Howmet~~in Part II, Item 7 (Management’s ~~results~~Discussion and Analysis of ~~operations~~Financial orCondition ~~amount~~and Results of ~~pension~~Operations) ~~funding~~and ~~contributions~~Note G to the Consolidated Financial Statements in ~~future~~Part ~~periods~~II, Item 8.

Howmet’s results of operations may be negatively affected by the amount of expense Howmet records for its pension and other postretirement benefit plans, by reductions in the fair value of plan assets and by other factors. Howmet calculates income or expense for its plans using actuarial valuations in accordance with accounting principles generally accepted in the United States of America. These valuations reflect assumptions about financial market and other economic conditions, which may change due to changes in key economic indicators. The most significant year-end assumptions used by Howmet to estimate pension or other postretirement benefit income or expense for the following year are the discount rate applied to plan liabilities and the expected long-term rate of return on plan assets. 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 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Note G to the Consolidated Financial Statements in Part II, Item 8.

Adverse capital market conditions could result in reductions in the fair value of plan assets and increase the Company’s liabilities related to such plans. Additionally, unpredictable future declines in the discount rate or lower-than-expected investment returns on plan assets could lead to a decline in the plans’ funded status and result in higher than expected pension contributions. The foregoing factors may adversely affect the Company’s financial condition, liquidity, and results of operations.

Dividends and share repurchases fall within the discretion of our Board of Directors and depend on a number of factors.

Share repurchases and the declaration of dividends fall within the discretion of Howmet’s Board of Directors (the “Board”), and the Board’s decision regarding such matters depends on many factors, including Howmet’s financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of the Company’s debt obligations, industry practice, legal requirements, regulatory constraints, and other factors that the Board deems relevant. There can be no assurance that the Company will declare dividends or repurchase stock in the future in any particular amounts, or at all. The Company may modify, suspend, or cancel its share repurchase program or ~~its~~any dividend policy in any manner and at any time that it may deem necessary or appropriate.

Risks Related to Legal and Regulatory Matters

Howmet may be exposed to significant legal proceedings, investigations, or changes in U.S. federal, state, or foreign law, regulation, or policy.

The manufacture and sale of our products expose Howmet to potential product liability, personal injury, property damage, and related claims. In the event that a Howmet product fails to perform as expected, regardless of fault, or is used in an unexpected manner, and such failure or use results in, or is alleged to result in, bodily injury and/or property damage or other losses, Howmet may be subject to product liability lawsuits and other claims, or may participate in a recall or other corrective action involving such product. In addition, if a Howmet product is perceived to be defective or unsafe, Howmet’s sales could decrease, its reputation could be adversely impacted and Howmet could be exposed to government investigations or regulatory enforcement actions. Howmet is also subject to a variety of global legal and regulatory compliance risks in connection with its business and products. 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, ~~ESG~~governance and sustainability (including climate-related/sustainability and other) rules and regulations, supply chain operations, and the manufacture and sale of products. 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. An adverse outcome in one or more of proceedings or investigations, or unfavorable changes in laws, regulations or policies, or other contingencies that the Company cannot predict with certainty, could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows, including reputational harm, loss of customers, and substantial monetary damages and/or non-monetary penalties. For additional information regarding the legal proceedings involving the Company, see Note U to the Consolidated Financial Statements in Part II, Item 8.

Our business may be adversely affected if we fail to comply with government contracting regulations.

We derive a portion of our revenue from sales to U.S. and foreign governments and their respective agencies. Such contracts are subject to various procurement laws and regulations and contract provisions relating to their formation, administration, and performance. Compliance with new laws and regulations or changes to existing ones (including, but not limited to, those related to subcontracting, cybersecurity, and specialty metals) can increase our risks and/or costs. Failure to comply with these laws, regulations or provisions in our government contracts could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, increased pricing pressure, or suspension from future government contracting. 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.

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ability to compete for new contracts is adversely affected, our financial condition and results of operation could be adversely affected.

Howmet may face challenges to its intellectual property rights which could adversely affect the Company’s reputation, business, and competitive position.

Howmet owns important intellectual property, including patents, trademarks, copyrights, and trade secrets. The Company’s intellectual property plays an important role in maintaining Howmet’s competitive position in a number of the markets that the Company serves. Howmet’s competitors may develop technologies that are similar or superior to Howmet’s proprietary technologies, or design around the patents Howmet owns or licenses. Despite its controls and safeguards, Howmet’s technology may be misappropriated by its employees, its competitors or other third parties. 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. The pursuit of remedies for any misappropriation of Howmet intellectual property is expensive and the ultimate remedies may be deemed insufficient. Further, in jurisdictions where the enforcement of intellectual property rights is less robust, the risk of misappropriation of Howmet intellectual property increases, despite efforts the Company undertakes to protect it. Developments or assertions by or against Howmet relating to intellectual property rights, and any inability to protect or enforce Howmet’s rights sufficiently, could adversely affect Howmet’s business and competitive position.

Unanticipated changes in Howmet’s tax provisions or exposure to additional tax liabilities could affect Howmet’s future profitability.

Howmet is subject to income taxes in both the United States and various non-U.S. jurisdictions. Its domestic and international tax liabilities are dependent upon the distribution of income among these different jurisdictions. Changes in applicable domestic or foreign tax laws and regulations, including ~~enactment of~~ the Organization for Economic Cooperation and Development’s Pillar 2 framework and related safe harbors, or their interpretation and application, ~~including the possibility of retroactive effect,~~ could affect the Company’s tax expense and profitability. Howmet’s tax expense includes estimates of additional tax that may be incurred for tax exposures and reflects various estimates and assumptions. The assumptions include assessments of future earnings of the Company that could impact the valuation of its deferred tax assets. The Company’s future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in the overall profitability of the Company, changes in tax legislation and rates, changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of tax audits, and examinations of previously filed tax returns or related litigation and continuing assessments of its tax exposures.

Labor disputes and other employee relations issues could adversely affect Howmet’s business, financial condition, or results of operations.

A significant portion of Howmet’s employees are represented by labor unions in the United States and other countries under various collective bargaining agreements, each with varying durations and expiration dates. For more information, see “Employees” in Part I, Item 1 (Business) of this report. Howmet may not be able to negotiate successor collective bargaining agreements upon expiration without a risk of labor disputes, including strikes or work stoppages, or we may be unable to renegotiate such contracts on favorable terms. Labor organizations may attempt to organize groups of additional employees from time to time, and potential changes in labor laws could make it easier for them to do so. Howmet may also be subject to general country strikes or work stoppages unrelated to its business or collective bargaining agreements. If we experience any extended interruption of operations at any of our facilities as a result of labor disputes, strikes, or other work stoppages, our business, financial condition, or results of operations could be adversely affected.

Howmet is exposed to environmental, health, and safety risks and is subject to a broad range of health, safety, and environmental laws and regulations which may result in substantial costs and liabilities.

Howmet and its worldwide operations, as well as its customers and suppliers, are subject to numerous complex and increasingly stringent health, safety, and environmental laws and regulations. The costs of complying with such laws and regulations, as well as participation in assessments and cleanups of sites, and internal voluntary programs, have been, and in the future could be, significant. Environmental matters for which Howmet may be liable may arise in the future at its present sites, at sites owned or operated by its predecessors or affiliates, at sites that it may acquire in the future, or at third-party sites used by Howmet, its predecessors or affiliates for material and waste handling and disposal. Compliance with health, safety, and environmental laws and regulations, including increased indirect costs resulting from our suppliers incurring additional compliance costs that are passed on to us, and remediation obligations, may impact Howmet’s results of operations or liquidity.

In addition, the industrial activities conducted at Howmet’s facilities present a significant risk of injury or death to our employees or third parties that may be on site. Our operations are subject to regulation by various federal, state, and local agencies in the United States, including the Occupational Safety and Health Administration, and regulation by foreign government entities abroad responsible for employee health and safety. Material liabilities relating to injury, death, or other workers’ compensation claims could have a material adverse effect on our results of operations and financial condition or result in negative publicity and/or significant reputational harm.

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Howmet may be affected by global climate change or by legal, regulatory, customer, or supplier responses to such change.

Increased concern over climate change has led to new and proposed legislative and regulatory initiatives, such as cap-and-trade systems and additional limits on emissions of greenhouse gases, which in turn may trigger customer decarbonization requirements. New or revised laws, regulations, and policies in this area and customer decarbonization requirements could directly and indirectly affect Howmet and its customers and suppliers, including by increasing the costs of production or impacting demand for certain products, which could result in an adverse effect on our financial condition, results of operations, and cash flows. Additionally, Howmet and its customers and suppliers utilize natural gas, electricity and other fuels to operate their facilities. Significant increased energy costs and/or costs to transition to renewable energy sources, as a result of new laws, such as carbon pricing or product energy efficiency requirements, or as a result of customer requirements, could be passed along to the Company and its suppliers. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by the Company or its customers or suppliers.

Physical risks associated with ~~climate change may result in an increase of~~ the ~~exposure to~~climate, ~~and~~such ~~impact~~as ~~of, events with damage due to~~ flooding, extreme winds, and extreme precipitation, ~~for~~expose us to risks of damage of Howmet locations or those of its suppliers or customers. Prolonged periods of drought may result in wildfires and/or restrictions on process water use. These climate-related impacts may have an adverse effect on the production capacity of Howmet sites or those of its suppliers or customers. Climate change may result in an increase of such risks and the impact they have on our business. These types of incidents could have a material adverse effect on our results of operations and financial condition.

With respect to the various transaction agreements that the Company entered into in connection with its separation transactions, if the counterparties fail to meet their obligations or if we have material indemnification obligations under such agreements, our business, results of operations, and financial condition may be materially adversely affected.

In connection with our separation transactions, we entered into various agreements with Arconic Corporation and Alcoa Corporation, including respective Separation and Distribution agreements pursuant to which Arconic Corporation and Alcoa Corporation agreed to indemnify us for certain liabilities, and we agreed to indemnify those parties for certain liabilities. We rely on these parties to satisfy their performance and payment obligations under these agreements. If either party is unable or unwilling to satisfy its obligations under its applicable agreements, we could incur operational difficulties and/or material losses. The indemnities that we are required to provide Alcoa Corporation and Arconic Corporation under these agreements are currently not material. If either Alcoa Corporation or Arconic Corporation is not able to fully satisfy its indemnification obligations to us, we may be required to bear such losses. Each of these risks could negatively affect our business, results of operations, and financial condition.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Cybersecurity is a critical component of the Company’s overall enterprise risk management program. Howmet has implemented a framework of principles, policies, and technology designed to protect our systems and data from cybersecurity threats. The Company’s Board of Directors (the “Board”), through its Cybersecurity Committee, is actively engaged in overseeing and reviewing the Company’s cybersecurity programs and risk management. Although past cybersecurity incidents did not have a material impact on the Company, including our strategy, financial condition, or results of operations, the scope and impact of any future cybersecurity threat or incident cannot be predicted. See Part I, Item 1A. (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 (NIST) and International Organization for Standardization 27001 (ISO 27001) Framework, and achievement of the U.S. Department of ~~Defense~~War (~~DoD~~DoW) Cybersecurity Maturity Model Certification, which will require companies like Howmet that do business with the ~~DoD~~DoW to obtain specific third-party certifications relating to specified cybersecurity standards to be eligible for new contract awards. We deploy and operate preventive and detective controls and processes to mitigate cybersecurity threats, including monitoring our network for known vulnerabilities and signs of unauthorized attempts to access our data and systems. Our approach includes conducting internal vulnerability assessments, external penetration testing, and attack simulation. In addition, the Company subscribes to third-party managed security service providers that continuously monitor the Company’s systems to assist with early cybersecurity threat detection and protection. Howmet conducts cybersecurity risk assessments of key vendors and other counterparties for any potential risks. Risk-based action plans are further developed to take into account evolving threats, which result in recommendations for new protocols and infrastructure. The Company has a robust program of employee education on the prevention of unauthorized access to Company information and systems.

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The Company's cybersecurity risk management is integrated in our overall risk management processes. Our enterprise risks, including cybersecurity risks, are reviewed on a biannual basis. 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. Mitigation plans are deployed across the Company with cross-functional collaboration as applicable. Enterprise risk management is reviewed with the Board annually.

In the event of a potential material cybersecurity incident or ransomware demand, Howmet has adopted a policy to respond to such event, which includes protocols and procedures to, among other things, escalate the incident or demand, form a core cross-functional response leadership team (including the CISO and CIO) to assess severity, formulate response and remediation, and determine any required reporting or notifications.

The Cybersecurity Committee, which originated in 2015 as a dedicated cybersecurity subcommittee of the Audit Committee, was made a formal committee of the Board in 2022. The Cybersecurity Committee assists the Board in its oversight of the Company’s cybersecurity programs and risks. Its responsibilities include reviewing the state of the Company’s cybersecurity, its strategy, policies, and procedures to mitigate cybersecurity risks, and any significant cybersecurity incidents. The Committee also considers the cybersecurity threat landscape and the impact of emerging cybersecurity developments and regulations that may affect Howmet. The Cybersecurity Committee currently comprises three members and meets at least quarterly with members of management, including the CISO and CIO. The Cybersecurity Committee may, from time to time, invite third-party advisors and experts as it deems appropriate. Pursuant to guidelines adopted by the Cybersecurity Committee, management is required to report immediately to the Chair of the Cybersecurity Committee upon the occurrence of certain cybersecurity incidents and ransomware demands. The Cybersecurity Committee reports to the full Board after each of its meetings and as needed regarding the cybersecurity risks, incidents, and other matters reviewed and considered by the Committee. The Company’s CISO leads management’s assessment, prevention, and management of cybersecurity risks. The CISO reports to the CIO who has responsibility for the usability, implementation, and management of our information and computing systems. Both bring to their roles extensive experience in information technology and cybersecurity:

•The Company’s CISO joined the Company in 2022. The CISO has over 2025 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 CISO holds a Bachelor of Sciences degree in Information Systems Management from Carlow University and a Master of Sciences degree in Information Systems from Robert Morris University and is a Certified Systems Security Professional.

•The Company’s CIO joined the Company in 2021. The CIO has over 2025 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 CIO holds a Bachelor of Engineering degree in Industrial Engineering from Universidad de Lima.

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Item 2. Properties.

Howmet’s principal office and corporate center is located at 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872. ~~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.~~

Howmet leases some of its 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.

Howmet believes that its facilities are suitable and adequate for its operations. Although no title examination of properties owned by Howmet has been made for the purpose of this report, the Company knows of no material defects in title to any such properties. See Note A and Note N to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information.

Howmet has active plants and holdings in various geographic areas. See the table regarding the Company's principal facilities in Part I, Item 1 (Business).

Item 3. Legal Proceedings.

In the ordinary course of its business, Howmet is involved in a number of lawsuits and claims, both actual and potential. For a discussion of legal proceedings, see Note U to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is listed on the New York Stock Exchange under the symbol “HWM.”

The number of holders of record of common stock was 87,~~656~~801 as of February 109, ~~2025~~2026.

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Stock Performance Graph

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 7880 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, ~~2019~~2020, and the reinvestment of dividends. 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. The graph,~~ table and related information shall not be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

As of December 31,

~~2019~~2020

~~2020~~2021

~~2021~~2022

~~2022~~2023

~~2023~~2024

~~2024~~2025

Howmet Aerospace Inc.

100.00

~~121~~111.1167

~~135~~138.2466

~~167~~191.9313

~~231~~387.4842

~~469~~728.2018

S&P 500® Index

100.00

~~118~~128.4071

~~152~~105.3940

~~124~~133.7910

~~157~~166.5940

~~197~~196.0216

S&P 500® Industrials Index

100.00

~~111~~121.0612

~~134~~114.5248

~~127~~135.1524

~~150~~158.2087

~~176~~189.4472

S&P 500® Aerospace & Defense Index

100.00

83113.9422

95132.0389

~~111~~141.5488

~~119~~162.0931

~~136~~230.2445

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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. 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.

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

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Issuer Purchases of Equity Securities

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

Period	Total Number of Shares Purchased	AveragePrice PaidPer Share(1)		Total Numberof SharesPurchased asPart of PubliclyAnnouncedRepurchasePlans orPrograms	ApproximateDollar Valueof Shares thatMay Yet BePurchased Underthe Plans orPrograms (in millions)(1)(2)
October 1 - October 31, 2024	872,490	$	103.15	872,490	$	2,297
October 1 - October 31, 2025	521,208	$	191.86	521,208	$	1,597
November 1 - November 30, 2024	386,401	$	116.46	386,401	$	2,252
November 1 - November 30, 2025	2,988(3)	$	204.57	—	$	1,597
December 1 - December 31, 2024	472,302	$	116.45	472,302	$	2,197
December 1 - December 31, 2025	506,463	$	197.45	506,463	1,497
Total for quarter ended December 31, 2024	1,731,193	$	109.75	1,731,193
Total for quarter ended December 31, 2025	1,030,659	$	194.61	1,027,671

(1)Excludes commissions cost.

(2)The Company has a share repurchase program (the “Share Repurchase Program”) that, after giving effect to the additional $50150 million share repurchases made in January ~~2025~~and February 2026 at an average price per share of $~~116~~215.3928, retiring approximately 0.47 million shares, has approximately $21,~~147~~347 million in Board authorization remaining available as of ~~January~~February 316, ~~2025~~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, 2024 to a total authorization of $3,500 million. Under the Company’s Share Repurchase Program, the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements or other derivative transactions. There is no stated expiration for the Share Repurchase Program. Under its Share Repurchase Program, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the Share Repurchase Program may be suspended, modified, or terminated at any time without prior notice.

(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.

Item 6. Selected Financial Data.

Reserved.

2120

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(dollars in millions, except share and per-share amounts)

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. ~~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 8 (Financial Statements and Supplementary Data) of this Form 10-K.

Overview

Our Business

Howmet is a global company operating in 19 countries. Based upon the country where the point of shipment occurred, North America and Europe generated 7172% and 2322%, respectively, of Howmet’s sales in ~~2024~~2025. In addition to the United States, Canada, and Mexico in North America and France, United Kingdom, Hungary, and Germany in Europe, Howmet has operating activities in numerous other countries and regions, including Japan and China. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, affect the results of operations in countries with such activities.

~~Management~~Recent ~~Review of 2024 and Outlook~~Developments

~~The~~On ~~Company~~December ~~derived~~22, ~~approximately~~2025, ~~52%~~Howmet ofAerospace ~~its~~entered ~~revenue~~into ~~from~~a ~~products~~transaction ~~sold~~with toStanley ~~the~~Black ~~commercial~~& ~~aerospace market for the year ended December 31~~Decker, ~~2024.~~pursuant ~~Aircraft~~to ~~production~~which in the ~~commercial~~Company ~~aerospace~~has ~~industry~~agreed ~~continues~~ to ~~grow~~purchase ~~based~~CAM, ~~on increases in demand~~ for ~~narrow~~a ~~body~~cash ~~and~~purchase ~~wide~~price ~~body~~of ~~aircraft~~approximately $1.8 ~~We expect our commercial aerospace wide body and narrow body demand~~billion, ~~including~~subject ~~engine spares, also~~ to ~~continue~~customary ~~to grow~~adjustments. ~~Quality control issues at~~ The ~~Boeing~~Proposed ~~Company~~CAM ~~(“Boeing”)~~Acquisition ~~have~~is ~~had and are~~ expected to ~~continue~~close ~~to have a negative impact on narrow body and wide body production rates~~ in the ~~near~~first ~~term.~~half ~~For~~of ~~instance~~2026, ~~the~~subject ~~Federal~~to ~~Aviation~~customary ~~Administration~~closing ~~stated~~conditions ~~that~~and itregulatory ~~will~~approvals. ~~not~~On ~~approve~~February ~~production~~6, ~~rate~~2026, ~~increases above 38 aircraft per month or additional production lines for~~ the ~~Boeing~~Company ~~737~~acquired ~~MAX~~Brunner ~~until~~Manufacturing ~~it is satisfied that Boeing is in full compliance with required quality control procedures~~Co. ~~In addition~~Inc., a ~~labor~~small ~~union~~privately-held ~~work~~manufacturer ~~stoppage~~of ~~and~~high-quality ~~ensuing~~fastener ~~production~~products ~~restart~~in atthe ~~Boeing has negatively impacted results~~U.S., ~~Boeing~~for ~~production~~an ~~levels~~all-cash ~~have~~purchase ~~had~~price. ~~and~~See ~~are~~“Business” ~~expected~~in toPart ~~have~~I, aItem ~~material~~1 ~~impact~~and on“Liquidity ~~the financial performance of Howmet. The timing~~ and ~~level~~Capital ofResources” ~~future~~in ~~aircraft~~Part ~~builds by OEMs are subject to changes and uncertainties~~II, ~~which~~Item ~~may~~7 ~~cause~~for ~~our~~more ~~future results to differ from prior periods due to changes in product mix in certain segments~~information.

InManagement ~~2024,~~Review ~~Sales increased 12% from 2023 primarily as a result~~ of ~~higher~~2025 ~~volumes in the commercial aerospace, defense aerospace,~~ and industrial and other markets, and favorable product pricing, partially offset by lower volumes in the commercial transportation market. Product price increases are in excess of material and inflationary cost pass through to our customers.Outlook

~~Income~~The ~~before~~Company ~~income~~derived ~~taxes~~approximately ~~increased 42~~70% of its revenue from ~~2023~~products sold to the commercial and defense aerospace markets for the year ended December 31, 2025. ~~Total~~The ~~Segment~~timing ~~Adjusted~~and ~~EBITDA(1)~~level ~~increased~~of ~~27%~~future ~~from~~aircraft ~~2023~~builds ~~primarily~~by ~~due~~original toequipment ~~favorable~~manufacturers ~~sales~~are insubject ~~the~~to ~~commercial~~changes ~~aerospace~~and uncertainties, ~~defense~~which ~~aerospace,~~may ~~and~~cause ~~industrial~~our ~~and~~future ~~other~~results ~~markets~~to asdiffer ~~well~~from asprior ~~favorable~~periods due to changes in product ~~pricing~~mix in certain segments.

~~Management~~In ~~continued~~2025, ~~its~~Sales ~~focus~~increased on11% ~~liquidity~~from ~~and~~2024 ~~cash~~primarily ~~flows~~ as ~~well~~a asresult ~~improving~~of ~~its~~growth ~~operating~~in ~~performance~~the ~~through~~commercial ~~profitable~~aerospace, ~~revenue~~defense aerospace, ~~efficient~~and ~~operations~~gas turbines markets, including engine spares, favorable product pricing, and ~~margin~~cost ~~enhancement.~~pass ~~Management~~through, ~~has~~partially ~~also~~offset ~~continued~~by ~~its~~lower ~~intensified~~volumes ~~focus~~in onthe ~~capital~~commercial ~~efficiency~~transportation market. ~~Management’s~~Product ~~focus~~price ~~and~~increases ~~the~~are ~~related~~in ~~results~~excess ~~enabled~~of ~~Howmet~~material toand ~~end~~inflationary ~~2024~~cost ~~with~~pass athrough ~~solid~~to ~~financial~~our ~~position~~customers.

~~The~~Income ~~following~~before ~~financial~~income ~~information~~taxes ~~reflects~~increased ~~certain~~33% ~~key~~from ~~highlights~~2024. ofTotal ~~Howmet’s~~Segment Adjusted EBITDA(1) increased 25% from 2024 ~~results:~~primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets, and favorable product pricing, partially offset by lower volumes in the commercial transportation market.

~~•Sales~~Management ofcontinued ~~$7,430,~~its anfocus ~~increase~~on ofliquidity ~~12%~~and ~~from~~cash ~~2023,~~flows ~~driven~~as bywell ~~higher~~as ~~sales~~improving inits ~~the~~operating ~~commercial~~performance ~~aerospace~~through profitable revenue, ~~defense~~efficient ~~aerospace~~operations, and ~~industrial~~margin ~~and~~enhancement. ~~other~~Management ~~markets,~~has ~~partially~~also ~~offset~~continued byits ~~lower~~intensified ~~sales~~focus inon capital efficiency. Management’s focus and the ~~commercial~~related ~~transportation~~results ~~market;~~enabled Howmet to end 2025 with a solid financial position.

~~•Net~~The ~~income~~following offinancial ~~$1,155,~~information orreflects ~~$2.81~~certain ~~per~~key ~~diluted~~highlights ~~share;~~of Howmet’s 2025 results:

•~~Income~~Sales ~~before income taxes~~ of $18,~~383~~252, an increase of ~~$408~~11% from 2024, ordriven ~~42%~~by growth in the commercial aerospace, ~~from~~defense ~~2023~~aerospace, and gas turbines markets, including engine spares, partially offset by lower volumes in the commercial transportation market;

•~~Total~~Net ~~Segment~~income ~~Adjusted EBITDA(1)~~ of $21,~~009~~508, an increase of ~~$422~~31%, or 27$3.71 per diluted share, an increase of 32%, from ~~2023~~2024;

•~~Cash~~Income onbefore ~~hand~~income ~~and~~taxes ~~restricted~~of ~~cash~~$1,840, atan ~~the~~increase ~~end~~ of ~~the~~$457, ~~year~~or of33%, ~~$565~~from 2024;

•~~Cash~~Total ~~provided~~Segment ~~from~~Adjusted ~~operations~~EBITDA(1) of $12,~~298;~~507, ~~cash~~an ~~used~~increase ~~for financing activities~~ of $1498,~~026;~~ ~~and~~or ~~cash~~25%, ~~used~~from ~~for investing activities of $316~~2024;

•~~Repurchased~~Cash ~~the~~on ~~Company’s~~hand ~~common~~and ~~stock~~restricted ofcash ~~approximately~~at ~~6 million~~the ~~shares~~end ~~under~~of the ~~Share~~year ~~Repurchase~~of ~~Program for approximately~~ $~~500~~743;

22•Cash provided from operations of $1,884; cash used for financing activities of $1,269; and cash used for investing activities of $438;

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•~~Total~~Repurchased ~~debt of $3,315, a net decrease of $391 from 2023, reflecting repurchases and redemption of $600 aggregate principal amount of~~ the ~~6.875%~~Company’s ~~Notes~~common ~~due~~stock ~~May 2025 (the “2025 Notes”), redemption~~ of ~~$205~~approximately aggregate principal amount of the 5.125% Notes due October 2024 (the “2024 Notes”), early partial prepayment of $60 aggregate principal amount of its USD term loan, partially offset by the issuance of $500 aggregate principal amount of the 4.~~850%~~4 million ~~Notes~~shares ~~due~~under ~~October 2031 (~~the ~~“2031~~Share ~~Notes”),~~Repurchase ~~net~~Program offor ~~the~~approximately ~~cross-currency swap that synthetically converted the 2031 Notes into a lower fixed-interest-rate Euro liability~~$700; ~~and~~

•~~The~~Total ~~Company’s~~debt ~~common~~of ~~stock~~$3,050, ~~had~~ a ~~closing~~net ~~price~~decrease of $~~109.37~~265 ~~per~~from ~~share~~2024, asreflecting the early redemption of ~~December 31,~~the ~~2024,~~5.900% anNotes ~~increase~~due ofFebruary ~~$96.17~~2027 ~~per~~(the ~~share,~~“2027 orNotes”) ~~729%,~~of ~~since~~$625 and the ~~Arconic~~early ~~Inc.~~prepayment ~~Separation~~of ~~Transaction~~its onUSD ~~April~~Term 1,Loan ~~2020,~~Facility ~~compared~~during tovarious anperiods ~~increase~~in 2025 of ~~138%~~$140, ~~for~~partially offset by the ~~S&P~~November ~~500®~~2025 ~~Index~~issuance ~~and~~of ~~99%~~$500 ~~for~~aggregate ~~the~~principal ~~S&P~~amount ~~500®~~of ~~Aerospace~~the &4.550% ~~Defense~~Notes ~~Index~~due ~~over~~2032 (the ~~same~~“2032 ~~period.~~Notes”); and

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

(1)See below in Results of Operations for the reconciliation of Total Segment Adjusted EBITDA to Income before income taxes.

In ~~2025~~2026, management projects sales to increase as we expect solid growth in the commercial aerospace, ~~market~~defense aerospace, and gas turbines markets, and the Company’s strong position in ~~that~~those ~~market~~markets is expected to continue, including ~~engines~~engine spares. Earnings per share is expected to grow as management continues to focus on revenue growth and operational performance. Cash provided from operations is expected to increase for the full year in ~~2025~~2026 compared with ~~2024~~2025, resulting from a continued focus on operating performance ~~and on capital efficiency~~. Capital expenditures are expected to ~~increase~~remain elevated with additional investments in capacity expansions to support aerospace and gas turbines market growth and share gains. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow.

Results of Operations

Earnings Summary

Sales. Sales for ~~2024~~2025 were $78,~~430~~252 compared with $67,~~640~~430 in ~~2023~~2024, an increase of $~~790~~822, or 1211%. The increase was primarily due to ~~higher~~growth ~~sales~~ in the commercial aerospace, defense aerospace, and ~~industrial~~gas ~~and~~turbines ~~other~~ markets, including engine spares, ~~and~~ favorable product pricing, and cost pass through, partially offset by lower volumes in the commercial transportation market. Product price increases are in excess of material and inflationary cost pass through to our customers.

Sales for ~~2023~~2024 were $67,~~640~~430 compared with $56,~~663~~640 in ~~2022~~2023, an increase of $~~977~~790, or 1712%. The increase was primarily due to higher sales in the commercial aerospace, defense aerospace, ~~commercial~~and ~~transportation,~~gas ~~and~~turbines ~~industrial~~markets, ~~and~~including ~~other~~engine ~~markets~~spares, and favorable product pricing, ~~and~~partially anoffset ~~increase~~by lower volumes in ~~material~~the ~~cost~~commercial ~~pass~~transportation ~~through~~market. Product price increases are in excess of inflationary cost pass through to our customers.

Cost of goods sold (“COGS”). COGS as a percentage of Sales was 6865.98% in ~~2024~~2025 compared with 7168.9% in ~~2023~~2024. The decrease was primarily due to higher volumes, ~~and~~ favorable product pricing and productivity gains, partially offset by increased net headcount, primarily in the Engine Products segment, in support of expected revenue increases. The Company had 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 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~~. ~~The insurance claims related to the Barberton Cast House Incident and the France Plant Fire have now been completed. All cash related to the insurance claims has been collected as of January 2025.~~

COGS as a percentage of Sales was 7168.9% in ~~2023~~2024 compared with 7271.59% in ~~2022~~2023. The decrease was primarily due to higher volumes, and favorable product pricing, ~~and lower costs related to three plant fires,~~ partially offset by ~~material cost pass through and~~ increased net headcount, primarily in the Engine Products ~~and Fastening Systems segments~~segment, in support of expected revenue increases. The Company had total COGS ~~insurance~~net ~~claims~~ reimbursements of $1918 in ~~2023,~~2024 ~~partially~~due ~~offset~~to bythe ~~charges~~final settlement of ~~$7,~~the ~~related~~Barberton Cast House Incident in the ~~France~~second ~~Plant~~quarter ~~Fire~~of 2024 and the ~~Barberton~~final ~~Cast~~settlement ~~House~~of ~~Incident,~~the ~~compared~~insurance toclaim ~~total~~related ~~COGS~~to ~~charges~~the ofFrance ~~$59~~Plant Fire in ~~2022~~the fourth quarter of 2024, ~~offset~~compared byto ~~partial~~total COGS insurance claims reimbursements of $~~23,~~19 ~~related~~in to2023, apartially ~~fire~~offset atby acharges ~~Forged~~of ~~Wheels~~$7 ~~plant~~ in ~~Barberton~~2023, ~~Ohio~~related into ~~mid-February 2020 (~~the ~~“Barberton~~France Plant Fire”) and ~~the~~Barberton ~~France~~Cast ~~Plant~~House ~~Fire~~Incident. ~~The~~All ~~insurance~~cash ~~claims~~ related to ~~these three plant fires were in excess of~~ the completed insurance ~~deductible.~~claims ~~During~~for the ~~fourth~~Barberton ~~quarter~~Cast ofHouse ~~2022,~~Incident ~~the~~and ~~Company settled~~ the ~~insurance~~France ~~claim~~Plant ~~related~~Fire towere ~~the~~collected ~~Barberton~~as ~~Plant~~of ~~Fire~~January 2025.

Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $~~347~~370, or 4.75% of Sales, in ~~2024~~2025 compared with $~~333~~347, or 54.07% of Sales, in ~~2023~~2024. The increase in SG&A of $1423, or 47%, was primarily due to higher employment costs, other administrative expenses, and acquisition costs.

SG&A expenses were $~~333~~347, or 54.07% of Sales, in ~~2023~~2024 compared with $~~288~~333, or 5.10% of Sales, in ~~2022~~2023. The increase in SG&A of $4514, or 164%, was primarily due to higher employment costs ~~and legal fees~~.

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Research and development expenses (“R&D”). R&D expenses were $3337 in ~~2024~~2025 compared with $3633 in ~~2023~~2024. The ~~decrease~~increase of $34, or 812%, was primarily due to ~~the~~an ~~timing~~increase ofin spending on technology projects related to the aerospace and gas turbines markets.

R&D expenses were $3633 in ~~2023~~2024 compared with $3236 in ~~2022~~2023. The ~~increase~~decrease of $43, or 138%, was primarily due to ~~higher~~the timing of spending on technology projects ~~to support the aerospace business~~.

Provision for depreciation and amortization (“D&A”). The provision for D&A was $~~277~~283 in ~~2024~~2025 compared with $~~272~~277 in ~~2023~~2024. The increase of $56, or 2%, was primarily driven by ~~the~~higher ~~disposal~~depreciation offrom ~~unused~~additional ~~assets~~capital investments in capacity expansions within the Engine Products segment.

The provision for D&A was $~~272~~277 in ~~2023~~2024 compared with $~~265~~272 in ~~2022~~2023. The increase of $75, or 32%, was primarily driven by ~~higher~~the ~~depreciation~~disposal of unused assets in the Engine Products segment.

Restructuring and other charges. Restructuring and other charges were $2184 in ~~2024~~2025 compared with $2321 in ~~2023~~2024 and $5623 in ~~2022~~2023.

Restructuring and other charges in ~~2024~~2025 consisted primarily of a $1389 ~~net~~charges ~~loss~~for ~~on the sale of a small~~ U.K. ~~manufacturing~~pension ~~facility~~plan insettlement ~~Engineered~~accounting ~~Structures~~ and a $103 charge for layoff costs partially offset by $5 in gains on the sales of assets at two small previously closed facilities.

Restructuring and other charges in ~~2023~~2024 consisted primarily of a $1213 ~~charge~~net ~~for~~loss ~~impairment~~on 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~~sale 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. ~~The Company has closed or sold some small~~ manufacturing ~~facilities~~facility ~~including three~~ in ~~the~~Engineered ~~U.K.~~Structures and ~~may,~~a in$10 ~~the~~charge ~~future,~~for ~~close~~layoff ~~additional small facilities in order to consolidate operations, reduce fixed~~ costs~~, and exit less profitable businesses~~.

Restructuring and other charges in ~~2022~~2023 consisted primarily of a $5812 charge for ~~U.K.~~impairment ~~and~~of assets primarily related to decommissioned fixed assets in Engineered Structures, a $5 charge for U.S. and Canadian pension plans’ settlement accounting, ~~and~~a $3 charge for layoff costs, a $63 charge for various other exit related costs. ~~These~~primarily ~~charges~~for ~~were~~the ~~partially~~closures ~~offset~~of bysmall amanufacturing ~~gain~~facilities, ofand a $82 oncharge ~~the~~for ~~sale~~accelerated ofdepreciation ~~assets~~primarily atrelated to the closure of a small ~~U.S.~~Engineered ~~manufacturing~~Structures facility in ~~Engine~~the ~~Products~~U.K.

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.

See Note D to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for additional detail.

Interest expense, net. Interest expense, net was $~~182~~151 in ~~2024~~2025 compared with $~~218~~182 in ~~2023~~2024. The decrease of $3631, or 17%, was primarily due to the early ~~redemptions~~redemption of the ~~6.875%~~2027 Notes ~~due~~and ~~May 2025 (~~the ~~“2025 Notes”) during various periods in 2024, the~~ early ~~redemptions~~prepayments of ~~the~~its ~~5.125%~~USD ~~Notes~~Term ~~due~~Loan ~~October~~Facility ~~2024 (the “2024 Notes”)~~ during various periods ~~during~~in ~~2023 and 2024~~2025, ~~and the early partial prepayment of its USD term loan,~~ partially offset by the ~~August~~November ~~2024~~2025 issuance of ~~$500 aggregate principal amount of~~ the ~~2031~~2032 Notes~~, net of the cross-currency swap that synthetically converted the 2031 Notes into a lower fixed-interest-rate Euro liability~~. Long-term debt, including long-term debt due within one year, has been reduced by $~~847~~656 from December 31, ~~2022~~2023 to December 31, ~~2024~~2025. On an annual basis, the debt reduction and refinancing activities in ~~2024~~2025 will decrease Interest expense, net by approximately $3722, excluding impacts of financing future acquisitions.

Interest expense, net was $~~218~~182 in ~~2023~~2024 compared with $~~229~~218 in ~~2022~~2023. The decrease of $1136, or 517%, was primarily due to athe ~~reduced~~early ~~average~~redemptions ~~level~~ of ~~debt~~the ~~for~~6.875% Notes due May 2025 (the ~~year~~“2025 ~~ended~~Notes”) ~~December 31~~during various periods in 2024, the early redemptions of the 5.125% Notes due October 2024 (the “2024 Notes”) during various periods during 2023 ~~compared~~and to2024, and the ~~year~~early ~~ended~~partial ~~December~~prepayment 31of its USD term loan, ~~2022~~partially offset by the 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 liability.

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

Loss on debt redemption. Debt redemption or tender premiums include the cost to redeem or repurchase certain of the Company’s notes at a price which may be equal to the greater of the principal amount or the sum of the present values of the remaining scheduled payments, discounted using a defined treasury rate plus a spread, or a price based on the market price of its notes.

Loss on debt redemption was $15 in 2025 compared with $6 in 2024. The increase of $9, or 150%, was primarily due to the debt redemption premiums paid in the fourth quarter of 2025 on the early redemption of the 2027 Notes.

Loss on debt redemption was $6 in 2024 compared with $2 in 2023. The increase of $4, or 200%, was primarily due to the debt premiums paid on the early redemption of the 2025 Notes in the third quarter of 2024.

Loss on debt redemption was $2 in both 2023 and 2022 due to the debt premiums paid on the early redemption of the 2024 Notes.

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

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Table of Contents

Other expense, net. Other expense, net was $6240 in ~~2024~~2025 compared with $862 in ~~2023~~2024. The ~~increase~~decrease in expense of $5422 was primarily due to ~~the~~an ~~reversal~~increase ~~in the second quarter ended June 30, 2023~~ of $25, net of legal fees of $1, of the $65 pre-tax charge taken in the third quarter of 2022 related to the Lehman Brothers International (Europe) (“LBIE”) legal proceeding as a result of the final settlement of such proceeding in June 2023 (See Note U to the Consolidated Financial Statements in Part II, Item 8) (Financial Statements and Supplementary Data), increases in foreign currency ~~losses~~translation gains, net of $~~15, and an increase in the impacts of deferred compensation arrangements of $5~~16. Non-service related net periodic benefit costs related to defined benefit plans and other postretirement benefit plans is expected to remain relatively flat from ~~2024~~2025 to ~~2025~~2026.

Other expense, net was $862 in ~~2023~~2024 compared with $828 in ~~2022~~2023. The ~~decrease~~increase in expense of $7454 was primarily due to the reversal in the second quarter ended June 30, 2023 of $25, net of legal fees of $1, of the $65 pre-tax charge taken in the third quarter of 2022 related to the ~~LBIE~~Lehman ~~legal~~Brothers ~~proceeding~~International ~~which was settled in the second quarter of 2023~~ (~~See Note U to the Consolidated Financial Statements in Part II, Item 8~~Europe) (~~Financial Statements and Supplementary Data~~“LBIE”) ~~and~~legal ~~higher~~proceeding ~~interest~~as ~~income~~a result of ~~$17, partially offset by~~ the ~~impacts~~final settlement of ~~deferred~~such ~~compensation~~proceeding ~~arrangements~~in ofJune ~~$18~~2023, ~~higher~~increases ~~non-service~~in ~~related~~foreign ~~net~~currency ~~periodic~~losses, ~~benefit~~net ~~costs related to pension and other postretirement benefit plans in 2023~~ of $1315, and an increase ~~from~~in ~~net~~the ~~realized~~impact ~~and unrealized losses~~ of ~~$4,~~deferred ~~primarily~~compensation ~~related~~arrangements ~~to mark-to-market adjustments on exchange-traded fixed income securities and losses on sales~~ of ~~receivables~~$5.

See Note F to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for additional detail.

Income taxes. Howmet’s effective tax rate was 1618.50% (provision on pre-tax income) in ~~2024~~2025 compared with the U.S. federal statutory rate of 21%. The effective tax rate differs from the U.S. federal statutory rate primarily due to ~~the completion of an R&D study which resulted in~~ a $4438 ~~net~~ benefit related to ~~prior~~a ~~years of~~ U.S. ~~federal~~deduction ~~and~~on ~~state~~Foreign ~~R&D~~Derived ~~credits~~Intangible ~~and~~Income ~~related impacts~~(“FDII”), a $1523 ~~net~~ benefit related to ~~current year U.S.~~ federal and state R&D credits and related impacts, an $18 excess benefit for stock compensation, a $2517 benefit related to a U.S. ~~deduction~~tax onaccounting ~~Foreign~~method ~~Derived~~changes ~~Intangible~~for ~~Income,~~the andeduction ~~$11~~of ~~net~~certain ~~benefit~~prior ~~related~~period totransaction ~~various~~and other ~~credits~~costs, a $1016 ~~excess~~ benefit ~~for~~related ~~stock~~to ~~compensation~~various other tax credits, aan $68 benefit to release a valuation allowance related to U.S. ~~state~~foreign tax ~~losses and~~ credits, and a $46 benefit to release a valuation allowance related to U.S. ~~foreign~~state tax losses and credits, partially offset by $1224 of ~~U.S. tax on Global Intangible Low-Taxed Income (“GILTI”) and other foreign earnings, $15 of~~ incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, $1119 of ~~charges~~U.S. ~~related to nondeductible expenses, and $8 of net foreign~~ tax ~~cost~~on ~~related~~Global toIntangible ~~foreign~~Low-Taxed ~~earnings~~Income ~~subject to withholding tax and local tax in high tax rate jurisdictions. On October 8, 2021, the Organization for Economic Cooperation and Development~~ (“~~OECD~~GILTI”) ~~released the Pillar Two model rules introducing a 15% global minimum tax under the OECD/G20 Inclusive Framework on Base Erosion~~ and ~~Profit~~other ~~Shifting.~~foreign ~~The Pillar Two directive has been implemented~~earnings, or$14 isof ~~expected~~charges related to benondeductible ~~implemented~~expenses, ~~through~~a ~~domestic~~$10 ~~legislation~~charge inrelated ~~multiple~~to ~~countries where~~ the ~~Company~~July ~~operates.~~4, ~~While~~2025 ~~the~~enactment ~~Company does not expect the adoption~~ of the ~~Pillar~~One ~~Two~~Big ~~framework~~Beautiful toBill ~~have~~Act a(“OBBB”), ~~material~~and ~~impact~~an on$8 ~~its~~net ~~effective~~charge ~~tax~~related ~~rate, we continue~~ to ~~monitor~~the ~~any~~expiration ~~additional~~of ~~guidance released by~~ the ~~OECD,~~2024 ~~along~~tax ~~with~~holiday ~~the~~in ~~pending~~China ~~and~~which ~~adopted~~was ~~legislation~~reinstated infor the ~~countries~~2025 ~~where we operate~~year.

Howmet anticipates that the effective tax rate in ~~2025~~2026 will be between 20.5% and 21.5%. However, changes in the current economic environment, tax legislation or rate changes, currency fluctuations, ability to realize deferred tax assets, movements in stock price impacting tax benefits or deficiencies on stock-based payment awards, and the results of operations in certain taxing jurisdictions may cause this estimated rate to fluctuate.

Howmet’s effective tax rate was 16.5% (provision on pre-tax income) in 2024 compared with the U.S. federal statutory rate of 21%. The effective tax rate differs from the U.S. federal statutory rate primarily due to the completion of an R&D study which resulted in a $44 net benefit related to prior years of U.S. federal and state R&D credits and related impacts, a $15 net benefit related to current year U.S. federal and state R&D credits and related impacts, a $25 benefit related to a U.S. deduction on Foreign Derived Intangible Income, an $11 net benefit related to various other credits, a $10 excess benefit for stock compensation, a $6 benefit to release a valuation allowance related to U.S. state tax losses and credits, and a $4 benefit to release a valuation allowance related to U.S. foreign tax credits, partially offset by $12 of U.S. tax on GILTI and other foreign earnings, $15 of incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, $11 of charges related to nondeductible expenses, and $8 of net foreign tax cost related to foreign earnings subject to withholding tax and local tax in high tax rate jurisdictions. The Organization for Economic Cooperation and Development (“OECD”) released Pillar Two model rules in 2021 introducing a 15% global minimum tax under the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting. The Pillar Two directive, including various safe harbors, has been implemented through domestic legislation in multiple countries where the Company operates effective January 1, 2024 and has not had a material impact on the Company’s effective tax rate.

Howmet’s effective tax rate was 21.5% (provision on pre-tax income) in 2023 compared with the U.S. federal statutory rate of 21%. The effective tax rate differs from the U.S. federal statutory rate primarily as a result of a $21 charge for a tax reserve established in France, $10 of incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, and $8 of charges related to nondeductible expenses, partially offset by a $14 benefit to release a valuation allowance related to U.S. foreign tax credits, a $9 excess benefit for stock compensation, $7 of benefits related to tax credits, a $2 benefit to release a valuation allowance related to U.S. state tax losses and credits, and a $2 benefit to revalue deferred taxes for changes to apportioned U.S. state tax rates.

Howmet’s effective tax rate was 22.6% (provision on pre-tax income) in 2022 compared with the U.S. federal statutory rate of 21%. The effective tax rate differs from the U.S. federal statutory rate primarily as a result of a $12 charge related to an increase in the valuation allowance on a foreign tax credit carryforward in the U.S., $8 of charges related to U.S. tax on GILTI and other foreign earnings, $8 of charges related to nondeductible expenses, and $5 of incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, partially offset by a $6 benefit for the release of a valuation allowance on interest deduction carryforwards in the U.K., a $5 benefit related to a tax accounting method change, a $5 excess benefit for stock compensation, and a $3 benefit related to a distribution of foreign earnings. 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.

See Note H to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for additional detail.

25Net income. Net income was $1,508, or $3.71 per diluted share, for 2025 compared to $1,155, or $2.81 per diluted share, in 2024. 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.

Table of Contents

Net income. ~~Net income~~ was $1,155, or $2.81 per diluted share, for 2024 compared to $765, or $1.83 per diluted share, in 2023. The increase in results of $390, or 51%, was primarily due to higher volumes in the commercial aerospace, defense aerospace, and ~~industrial~~gas ~~and~~turbines ~~other~~ markets, including ~~engines~~engine spares, favorable product pricing, a reduction in interest expense due to lower long-term debt levels, and a lower tax rate due to the completion of an R&D study, partially offset by lower volumes in the commercial transportation market and net impacts of foreign currency.

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 to the Consolidated Financial Statements in Part II, Item 8), 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.

Segment Information

The Company’s operations consist of four worldwide reportable segments: Engine Products, Fastening Systems, Engineered Structures and Forged Wheels. Segment performance under Howmet’s management reporting system is evaluated based on Segment Adjusted EBITDA. The Company’s Chief Executive Officer, who has been determined to be our Chief Operating Decision Maker (“CODM”), believes that Segment Adjusted EBITDA provides information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development (“R&D”) expenses; and Provision for depreciation and amortization. Special items, including Restructuring and other charges, are excluded from net margin and Segment Adjusted EBITDA. The Company’s CODM considers forecast-to-actual variances for Segment Adjusted EBITDA when allocating resources across the Company’s reportable segments. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Differences between the total segment and consolidated totals are in Corporate. (See Note C to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K).

The Company has aligned its operations consistent with how the CEO assesses operating performance and allocates capital.

Income before income taxes totaled $1,~~383~~840 in ~~2024~~2025, $~~975~~1,383 in ~~2023~~2024, and $~~606~~975 in ~~2022~~2023. Segment Adjusted EBITDA for all reportable segments totaled $2,~~009~~507 in ~~2024~~2025, $12,~~587~~009 in ~~2023~~2024, and $1,~~352~~587 in ~~2022~~2023. See below for the reconciliation of Total Segment Adjusted EBITDA to Income before income taxes.

The following information provides Sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each reportable segment for each of the three years in the period ended December 31, ~~2024~~2025.

Engine Products

	2024			2023			2022
	2025			2024			2023
Third-party sales	$	34,~~735~~320		$	3,~~266~~735		$	23,~~698~~266
Segment Adjusted EBITDA	1,~~150~~438			~~887~~1,150			~~729~~887
Segment Adjusted EBITDA Margin	3033.83		%	2730.28		%	27.02		%

Engine Products produces investment castings, including airfoils, and seamless rolled rings primarily for aircraft engines (aerospace commercial and defense) and ~~industrial~~ gas turbine applications. Engine Products produces rotating parts as well as structural parts, which are sold directly to customers. Generally, the sales and costs and expenses of this segment are transacted in the local currency of the respective operations, which are mostly the U.S. dollar, British pound, euro, and Japanese yen.

Third-party sales for the Engine Products segment increased $~~469~~585, or 1416%, in ~~2024~~2025 compared with ~~2023~~2024, primarily due to growth in the commercial aerospace, defense aerospace, ~~oil~~ and gas, ~~and~~turbines ~~industrial gas turbine~~ markets, including engine spares growth.

Third-party sales for the Engine Products segment increased $~~568~~469, or 2114%, in ~~2023~~2024 compared with ~~2022~~2023, primarily due to ~~higher~~growth ~~volumes~~ in the commercial aerospace, defense aerospace, ~~industrial~~and gas ~~turbine~~turbines markets, ~~and~~including ~~oil~~engine ~~and~~spares ~~gas markets~~growth.

Segment Adjusted EBITDA for the Engine Products segment increased $~~263~~288, or 3025%, in ~~2024~~2025 compared with ~~2023~~2024, primarily due to growth in the commercial aerospace, defense aerospace, ~~oil~~ and gas, ~~and~~turbines ~~industrial gas turbine~~ markets. The segment absorbed approximately 1,~~205~~445 net headcount ~~since~~throughout the ~~end~~year ~~of 2023~~ in support of expected revenue increases, resulting in unfavorable near-term recruiting, training, and operational costs.

26Segment Adjusted EBITDA for the Engine Products segment increased $263, or 30%, in 2024 compared with 2023, primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets. The segment absorbed approximately 1,205 net headcount throughout the year in support of expected revenue increases, resulting in unfavorable near-term recruiting, training, and operational costs.

Segment Adjusted EBITDA Margin for the Engine Products segment increased approximately 250 basis points in 2025 compared with 2024, primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets.

Segment Adjusted EBITDA Margin for the Engine Products segment increased approximately 360 basis points in 2024 compared with 2023, primarily due to growth in the commercial aerospace, defense aerospace, and gas turbines markets.

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~~Segment~~In ~~Adjusted~~2026, ~~EBITDA~~as ~~for~~compared ~~the~~to ~~Engine~~2025, ~~Products~~demand ~~segment~~in ~~increased~~the ~~$158~~commercial aerospace, ordefense ~~22%~~aerospace, inand ~~2023~~gas ~~compared~~turbines ~~with~~markets ~~2022,~~is ~~primarily~~expected ~~due~~ to ~~higher~~increase, ~~volumes~~including inengine ~~the~~spares growth in commercial aerospace, defense aerospace, ~~industrial~~and gas ~~turbine~~turbines. Governmental policies, laws and ~~oil~~regulations, and ~~gas~~other ~~markets.~~economic ~~The~~factors, ~~segment~~including ~~absorbed~~inflation, ~~approximately~~customer 1requirements,~~030~~ ~~net~~tariffs, ~~headcount~~and ~~since~~fluctuations ~~the~~in ~~end~~foreign ofcurrency ~~2022~~exchange inrates ~~support~~and interest rates, may affect future results of operations and cash flow. Capital expenditures are expected ~~revenue~~to ~~increases,~~remain ~~resulting~~elevated with additional investments in ~~unfavorable~~capacity ~~near-term~~expansions ~~recruiting~~to support aerospace and gas turbines market growth and share gains. The timing, ~~training~~extent, application, and ~~operational~~level ~~costs~~of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

Fastening Systems


	2025			2024			2023
Third-party sales	$	1,745		$	1,576		$	1,349
Segment Adjusted EBITDA	530			406			278
Segment Adjusted EBITDA Margin	30.4		%	25.8		%	20.6		%

Segment Adjusted EBITDA Margin for the Engine Products segment increased approximately 20 basis points in 2023 compared with 2022, primarily due to higher volumes in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets, partially offset by an increase in headcount and inflationary costs.

In 2025, as compared to 2024, demand in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets is expected to increase. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow.

	2024			2023			2022
Third-party sales	$	1,576		$	1,349		$	1,117
Segment Adjusted EBITDA	406			278			234
Segment Adjusted EBITDA Margin	25.8		%	20.6		%	20.9		%

Fastening Systems produces aerospace and industrial fastening systems, as well as commercial transportation fasteners. The business’s high-tech, multi-material fastening systems are found nose to tail on aircraft and aero engines. The business’s products are also critical components of commercial transportation vehicles and construction and industrial equipment. Fastening Systems are sold directly to customers and through distributors. Generally, the sales and costs and expenses of this segment are transacted in the local currency of the respective operations, which are mostly the U.S. dollar, British pound, and euro.

Third-party sales for the Fastening Systems segment increased $169, or 11%, in 2025 compared with 2024, primarily due to growth in the commercial aerospace market, partially offset by lower volumes in the commercial transportation market.

Third-party sales for the Fastening Systems segment increased $227, or 17%, in 2024 compared with 2023, primarily due to growth in the commercial aerospace market, including wide body recovery.

~~Third-party~~Segment ~~sales~~Adjusted EBITDA for the Fastening Systems segment increased $~~232~~124, or 2131%, in ~~2023~~2025 compared with ~~2022~~2024, primarily due to ~~higher~~growth ~~volumes~~ in the commercial aerospace, ~~including~~market ~~the~~and ~~emerging~~productivity ~~wide~~gains ~~body~~partially ~~recovery,~~offset ~~commercial~~by ~~transportation,~~lower ~~defense~~volumes ~~aerospace,~~in ~~and~~the ~~industrial~~commercial ~~markets~~transportation market.

Segment Adjusted EBITDA for the Fastening Systems segment increased $128, or 46%, in 2024 compared with 2023, primarily due to growth in the commercial aerospace market, productivity gains which included reduced net headcount of approximately 135, and impacts of foreign currency.

Segment Adjusted EBITDA Margin for the Fastening Systems segment increased ~~$44,~~approximately or460 ~~19%,~~basis points in ~~2023~~2025 compared with ~~2022~~2024, primarily due to ~~higher~~growth ~~volumes~~ in the commercial aerospace, ~~commercial~~market ~~transportation,~~and ~~defense~~productivity ~~aerospace~~gains, ~~and~~partially ~~industrial~~offset ~~markets.~~by ~~The~~lower ~~segment~~volumes ~~absorbed~~in ~~approximately 435 net headcount since~~ the ~~end~~commercial oftransportation ~~2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training, and operational costs~~market.

Segment Adjusted EBITDA Margin for the Fastening Systems segment increased approximately 520 basis points in 2024 compared with 2023, primarily due to growth in the commercial aerospace market as well as productivity gains.

~~Segment~~In ~~Adjusted~~2026, ~~EBITDA~~as ~~Margin~~compared ~~for~~to 2025, demand in the ~~Fastening~~commercial ~~Systems~~aerospace ~~segment~~market ~~decreased~~is ~~approximately~~expected 30to ~~basis~~increase. ~~points~~Demand in ~~2023~~the ~~compared~~commercial transportation market is expected to remain low with ~~2022~~recovery beginning in the second half of 2026, ~~primarily~~given ~~due~~tariff-related, toeconomic, anand ~~increase~~regulatory uncertainty in ~~headcount~~North America. Governmental policies, laws and ~~inflationary~~regulations, ~~costs~~and other economic factors, ~~partially~~including ~~offset~~inflation, bycustomer ~~higher~~requirements, ~~volumes~~tariffs, and fluctuations in ~~the~~foreign ~~commercial~~currency ~~aerospace~~exchange rates and interest rates, ~~commercial~~may ~~transportation~~affect future results of operations and cash flow. The timing, ~~defense~~extent, ~~aerospace~~application, and ~~industrial~~level ~~markets~~of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

InThe ~~2025,~~Brunner asacquisition ~~compared~~will tobe ~~2024,~~included ~~demand~~ in the ~~commercial~~operations ~~aerospace~~of ~~market is expected to increase. Demand in~~ the ~~commercial~~Fastening ~~transportation~~Systems ~~market~~segment isafter ~~not~~February ~~expected~~6, to2026. ~~recover~~Upon ~~before~~completion ~~mid year~~ of ~~2025 with some growth starting in~~ the ~~second~~announced ~~half~~Proposed ofCAM ~~2025. Governmental policies~~Acquisition, ~~laws~~CAM ~~and~~operations ~~regulations,~~are ~~and~~expected ~~other~~to ~~economic~~be ~~factors,~~included ~~including inflation, customer requirements, tariffs, and fluctuations~~ in ~~foreign~~our ~~currency~~Fastening ~~exchange~~Systems ~~rates and interest rates, may affect future results of operations and cash flow~~segment.

Engineered Structures


	2025			2024			2023
Third-party sales	$	1,148		$	1,065		$	878
Segment Adjusted EBITDA	243			166			113
Segment Adjusted EBITDA Margin	21.2		%	15.6		%	12.9		%

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	2024			2023			2022
Third-party sales	$	1,065		$	878		$	790
Segment Adjusted EBITDA	166			113			111
Segment Adjusted EBITDA Margin	15.6		%	12.9		%	14.1		%

components, and assemblies for aerospace and defense applications. The segment’s products are sold directly to customers and through distributors, and sales and costs and expenses of this segment are generally transacted in the local currency of the respective operations, which are mostly the U.S. dollar.

~~Engineered~~Third-party ~~Structures~~sales ~~produces titanium ingots and mill products~~ for ~~aerospace~~the ~~and~~Engineered ~~defense~~Structures ~~applications~~segment ~~and~~increased ~~is vertically integrated to produce titanium forgings~~$83, ~~titanium~~or ~~extrusions~~8%, ~~and~~in ~~machining~~2025 ~~services~~compared ~~for~~with ~~airframe~~2024, ~~wing,~~primarily ~~aero-engine,~~due ~~and~~to ~~landing~~growth ~~gear~~in ~~components.~~the ~~Engineered~~defense ~~Structures also produces aluminum forgings, nickel forgings, and aluminum machined components, and assemblies for~~ aerospace ~~and defense applications~~market. The ~~segment’s~~Engineered ~~products~~Structures ~~are~~segment ~~sold~~is ~~directly~~focusing toon ~~customers~~the ~~and~~optimization ~~through~~of ~~distributors,~~its ~~and~~manufacturing ~~sales~~footprint and ~~costs~~rationalization ~~and expenses~~ of ~~this~~product ~~segment~~mix ~~are generally transacted~~ in ~~the~~order ~~local~~to ~~currency~~maximize ~~of the respective operations, which are mostly the U~~profitability.~~S. dollar.~~

Third-party sales for the Engineered Structures segment increased $187, or 21%, in 2024 compared with 2023, primarily due to growth in the commercial aerospace and defense aerospace markets. ~~The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.~~

~~Third-party~~Segment ~~sales~~Adjusted EBITDA for the Engineered Structures segment increased $8877, or 1146%, in ~~2023~~2025 compared with ~~2022~~2024, primarily due to ~~higher~~growth ~~volumes~~ in the ~~commercial~~defense aerospace market,. ~~including~~The ~~Russian~~Engineered ~~titanium~~Structures ~~share~~segment ~~gains~~is ~~and~~focusing on the ~~emerging~~optimization ~~wide~~of ~~body~~its ~~recovery,~~manufacturing ~~partially~~footprint ~~offset~~and byrationalization ~~lower~~of ~~volumes~~product mix in ~~the~~order ~~defense~~to ~~aerospace~~maximize ~~market associated with legacy fighter programs~~profitability.

Segment Adjusted EBITDA for the Engineered Structures segment increased $53, or 47%, in 2024 compared with 2023, primarily due to growth in the commercial aerospace and defense aerospace markets. ~~The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.~~

Segment Adjusted EBITDA Margin for the Engineered Structures segment increased ~~$2,~~approximately or560 ~~2%,~~basis points in ~~2023~~2025 compared with ~~2022~~2024, primarily due to ~~higher~~growth ~~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~~Engineered ~~absorbed~~Structures ~~approximately~~segment ~~280~~is ~~net~~focusing ~~headcount~~on ~~since~~ the ~~end~~optimization of ~~2022~~its inmanufacturing ~~support~~footprint ofand ~~expected~~rationalization ~~revenue~~of ~~increases,~~product ~~resulting~~mix in ~~unfavorable~~order ~~near-term~~to ~~recruiting,~~maximize ~~training, and operational costs~~profitability.

Segment Adjusted EBITDA Margin for the Engineered Structures segment increased approximately 270 basis points in 2024 compared with 2023, primarily due to growth in the commercial aerospace and defense aerospace markets. ~~The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.~~

~~Segment~~In ~~Adjusted~~2026, ~~EBITDA~~as ~~Margin~~compared ~~for~~to ~~the~~2025, ~~Engineered~~demand ~~Structures~~in ~~segment~~the ~~decreased~~commercial ~~approximately~~aerospace ~~120~~market ~~basis~~is ~~points~~expected into ~~2023~~increase. ~~compared~~Governmental ~~with 2022~~policies, ~~primarily~~laws ~~due~~and toregulations, ~~lower~~and ~~volumes~~other ineconomic ~~the~~factors, ~~defense~~including ~~aerospace~~inflation, ~~market~~customer requirements, ~~material~~tariffs, and ~~inflationary~~fluctuations ~~cost~~in ~~pass~~foreign ~~through,~~currency ~~additional~~exchange ~~operating~~rates ~~costs~~and ~~from~~interest ~~production~~rates, ~~rate~~may ~~increases~~affect ~~not~~future ~~realized~~results ~~due~~of tooperations ~~production~~and ~~bottlenecks~~cash atflow. aThe ~~plant~~timing, extent, application, and anlevel ~~increase~~of intariffs ~~headcount,~~by ~~partially~~various ~~offset~~governments byand ~~higher~~our ~~volumes~~ability into ~~the~~recover ~~commercial~~tariffs ~~aerospace~~are ~~market~~subject to changes and uncertainties.

Forged Wheels

In 2025, as compared to 2024, demand in the defense aerospace and commercial aerospace markets is expected to increase. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow.


	2025			2024			2023
Third-party sales	$	1,039		$	1,054		$	1,147
Segment Adjusted EBITDA	296			287			309
Segment Adjusted EBITDA Margin	28.5		%	27.2		%	26.9		%

	2024			2023			2022
Third-party sales	$	1,054		$	1,147		$	1,058
Segment Adjusted EBITDA	287			309			278
Segment Adjusted EBITDA Margin	27.2		%	26.9		%	26.3		%

Forged Wheels produces forged aluminum wheels and related products globally for heavy-duty trucks, trailers, and buses. Forged Wheels’ products are sold directly to OEMs and through distributors. Generally, the sales and costs and expenses of this segment are transacted in the local currency of the respective operations, which are mostly the U.S. dollar and euro.

Third-party sales for the Forged Wheels segment decreased $15, or 1%, in 2025 compared with 2024, primarily due to lower volumes in the commercial transportation market, partially offset by an increase in aluminum cost pass through.

Third-party sales for the Forged Wheels segment decreased $93, or 8%, in 2024 compared with 2023, primarily due to lower volumes in the commercial transportation market as well as a decrease in aluminum and other inflationary cost pass through.

~~Third-party~~Segment ~~sales~~Adjusted EBITDA for the Forged Wheels segment increased $899, or 83%, in ~~2023~~2025 compared with ~~2022~~2024, primarily due to ~~higher~~cost reductions, including lower net headcount, in response to lower volumes in the commercial transportation market, as well as favorable foreign currency exchange rates.

28Segment Adjusted EBITDA for the Forged Wheels segment decreased $22, or 7%, in 2024 compared with 2023, primarily due to lower volumes in the commercial transportation market. The segment reduced approximately 160 net headcount throughout the year as a result of lower production.

~~Table~~Segment ofAdjusted ~~Contents~~EBITDA Margin for the Forged Wheels segment increased approximately 130 basis points in 2025 compared with 2024, primarily due to cost reductions, including lower net headcount, in response to lower volumes in the commercial transportation market, as well as favorable foreign currency exchange rates, partially offset by higher aluminum cost pass through.

Segment Adjusted EBITDA for the Forged Wheels segment decreased $22, or 7%, in 2024 compared with 2023, primarily due to lower volumes in the commercial transportation market. The segment reduced approximately 160 net headcount since the end of 2023 as a result of lower production.

Segment Adjusted EBITDA for the Forged Wheels segment increased $31, or 11%, in 2023 compared with 2022, primarily due to higher volumes in the commercial transportation market, partially offset by a supply chain disruption and unfavorable foreign currency movements.

Segment Adjusted EBITDA Margin for the Forged Wheels segment increased approximately 30 basis points in 2024 compared with 2023, primarily due to lower aluminum and other inflationary cost pass through, partially offset by lower volumes in the commercial transportation market.

Segment Adjusted EBITDA Margin for the Forged Wheels segment increased approximately 60 basis points in 2023 compared with 2022, primarily due to higher volumes, partially offset by a supply chain disruption and unfavorable foreign currency movements. The favorable impact of lower aluminum prices was partially offset by other inflationary cost pass through.27

InTable ~~2025, as compared to 2024, demand in the commercial transportation markets served by Forged Wheels is not expected to recover before mid year~~ of 2025 with some growth starting in the second half of 2025. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow.Contents

	2024		2023		2022
Income before income taxes	$	1,383	$	975	$	606
Loss on debt redemption	6		2		2
Interest expense, net	182		218		229
Other expense, net(1)	62		8		82
Operating income	$	1,633	$	1,203	$	919
Segment provision for depreciation and amortization	270		262		258
Unallocated amounts:
Restructuring and other charges	21		23		56
Corporate expense	85		99		119
Total Segment Adjusted EBITDA	$	2,009	$	1,587	$	1,352

In 2026, as compared to 2025, demand in the commercial transportation markets served by Forged Wheels is expected to remain low with recovery beginning in the second half of 2026. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.

Reconciliation of Total Segment Adjusted EBITDA to Income before income taxes


	2025		2024		2023
Income before income taxes	$	1,840	$	1,383	$	975
Loss on debt redemption	15		6		2
Interest expense, net	151		182		218
Other expense, net(1)	40		62		8
Operating income	$	2,046	$	1,633	$	1,203
Segment provision for depreciation and amortization	277		270		262
Unallocated amounts:
Restructuring and other charges	84		21		23
Corporate expense(2)	100		85		99
Total Segment Adjusted EBITDA	$	2,507	$	2,009	$	1,587

(1)See Note F to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

(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.

Total Segment Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because it provides additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Differences between the total segment and consolidated totals are in Corporate.

See Restructuring and other charges, D&A, Loss on debt redemption, Interest expense, net, and Other expense, net discussions above under “Results of Operations” for reference.

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.

Corporate expense decreased $14, or 14%, in 2024 compared with 2023, primarily due to lower costs associated with closures, supply chain disruptions, and other items of $13, lower costs related to the collective bargaining agreement negotiations of $8, and higher net reimbursements related to the France Plant Fire and the Barberton Cast House Incident of $6, partially offset by higher employment costs in 2024.

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.

Environmental Matters

See the Environmental Matters section of Note U to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Liquidity and Capital Resources

Howmet maintains a disciplined approach to cash management and the strengthening of its balance sheet. Management continued to focus on actions to improve Howmet’s cost structure and liquidity, providing the Company with the ability to operate effectively. Such actions included procurement efficiencies and overhead rationalization to reduce costs, working capital initiatives, and maintaining a sustainable level of capital expenditures.

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operate effectively. Such actions included procurement efficiencies and overhead rationalization to reduce costs, working capital initiatives, and maintaining a sustainable level of capital expenditures.

Cash provided from operations and financing activities is expected to be adequate to cover Howmet’s operational and business needs over the next 12 months. For an analysis of long-term liquidity, see “Contractual Obligations and Off-Balance Sheet Arrangements” below.

As of December 31, ~~2024~~2025, cash and cash equivalents of Howmet were $~~564~~742, of which $~~284~~462 was held by Howmet’s non-U.S. subsidiaries. If the cash held by non-U.S. subsidiaries were to be repatriated to the U.S., the Company does not expect there to be material income tax consequences.

See “Planned Financing for the Proposed CAM Acquisition” below for information with respect to the proposed financing of the Proposed CAM Acquisition.

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Operating Activities

Cash provided from operations in ~~2024~~2025 was $1,~~298~~884 compared with $~~901~~1,298 in ~~2023~~2024 and $~~733~~901 in ~~2022~~2023.

The increase in cash provided from operations of $~~397~~586, or 4445%, between ~~2024~~2025 and ~~2023~~2024 was due to higher operating results of $~~361~~409, ~~and~~ lower working capital of $7283, higher noncurrent liabilities of $96 including long-term deferred revenue, and lower pension contributions of $9, partially offset by higher ~~pension~~noncurrent ~~contributions~~assets of $4311. The components of the change in working capital included favorable changes in ~~receivables~~deferred revenue and other accrued expenses of $~~107~~91, inventories of $3656, taxes, including income taxes, of $8, and prepaid expenses and other current assets of $104, partially offset by ~~accounts~~receivables ~~payable~~ of $4252, ~~compensation related payments~~ and ~~other~~accounts ~~accrued~~payable ~~expenses~~ of $~~32, and taxes, including income taxes, of $7~~24.

The increase in cash provided from operations of $~~168~~397, or 2344%, between ~~2023~~2024 and ~~2022~~2023 was due to higher operating results of $~~303~~361, lower ~~payments~~working oncapital ~~noncurrent liabilities~~ of $2672, ~~and lower pension contributions of $7,~~ partially offset by higher ~~working~~pension ~~capital~~contributions of $~~163~~43. The components of the change in working capital included ~~unfavorable~~favorable changes in ~~accounts~~receivables ~~payable~~of $107, inventories of $~~253~~36, prepaid expenses and other current assets of $1810, ~~and~~partially ~~receivables~~offset ofby ~~$3,~~accounts ~~including~~payable ~~collections~~ of ~~employee retention credit receivables~~$42, ~~partially~~compensation ~~offset~~related bypayments ~~inventories~~and ofother ~~$92,~~ accrued expenses of $1432 and taxes, including income taxes, of $57.

Financing Activities

Cash used for financing activities was $1,~~026~~269 in ~~2024~~2025 compared with $~~868~~1,026 in ~~2023~~2024 and $~~526~~868 in ~~2022~~2023.

The use of cash in ~~2024~~2025 was primarily related to ~~the~~ repayments on the aggregate outstanding principal amount of long-term debt of approximately $~~870~~765, ~~the~~repurchases ~~repurchase~~ of common stock of $~~500~~700, dividends paid to shareholders of $~~109~~181, redemption of preferred stock of $55, taxes paid for net share settlement of equity awards of $4946, premiums paid on the early redemption of debt of $15, and debt issuance costs for the ~~2031~~2032 Notes of $5, partially offset by proceeds from the ~~2031~~2032 Notes debt issuance of $500 and the exercise of employee stock options of $81. On an annual basis, the ~~2024~~2025 debt reduction and refinancing activities will decrease Interest expense, net by approximately $3722.

The use of cash in 2024 was primarily related to the cost of the repayments on the aggregate outstanding principal amount of long-term debt and premiums paid of approximately $870, the repurchase of common stock of $500, dividends paid to shareholders of $109, taxes paid for net share settlement of equity awards of $49, and debt issuance costs for the 2031 Notes of $5, partially offset by proceeds from the 2031 Notes debt issuance of $500 and the exercise of employee stock options of $8.

The use of cash in 2023 was primarily related to the repayments on the aggregate outstanding principal amount of long-term debt of approximately $876, the repurchase of common stock of $250, taxes paid for net share settlement of equity awards of $77, and dividends paid to shareholders of $73. These items were partially offset by proceeds from term loan facilities of $400 and the exercise of employee stock options of $11.

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.

For further details regarding the Company’s debt reduction and refinancing activities and stock repurchases, see Note Q and Note I, respectively, to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K.

On ~~July~~January 3020, ~~2024~~2026, the Board of Directors of Howmet ~~Aerospace~~declared ~~approved the establishment of~~ a ~~2025~~ dividend ~~policy~~of to$0.12 ~~pay~~per ~~cash~~share ~~dividends~~ on ~~the~~its ~~Company’s~~ common stock into ~~2025~~be atpaid aon ~~rate~~February 25, 2026 to holders of ~~15%~~record ~~plus~~as orof ~~minus~~the 5%close of ~~net~~business ~~income~~on ~~excluding~~February ~~special~~6, ~~items~~2026. The declaration of future common stock dividends is subject to the discretion and approval of the Board of Directors ~~of Howmet~~ after the Board’s consideration of all factors it deems relevant and subject to applicable law. The Company may modify, suspend, or cancel the declaration of dividends or any dividend policy in any manner and at any time that it may deem necessary or appropriate.

~~The Company maintains a credit facility (the “~~Credit Facility”) pursuant to its Five-Year Revolving Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and issuers named therein (See Note Q to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for reference). There were no amounts outstanding under the Credit Agreement as of December 31, 2024 or December 31, 2023, and no amounts were borrowed during 2024 or 2023 under the Credit Agreement. Facilities

On ~~April~~February 49, ~~2024~~2026 , the Company ~~established~~entered ainto ~~commercial~~(i) ~~paper~~the ~~program~~Third ~~under~~Amended ~~which~~and Restated Five-Year Revolving Credit Agreement (as so amended and restated, the “5-Year Revolving Credit Agreement”) by and among the Company, ~~may~~a ~~issue~~syndicate ~~unsecured~~of ~~commercial~~lenders ~~paper~~and ~~from~~issuers ~~time~~named totherein, ~~time~~Citibank, upN.A., toas aadministrative ~~maximum~~agent ~~aggregate~~for ~~face~~the ~~amount~~lenders ofand $1issuers,~~000~~ and JPMorgan Chase Bank, N.A., ~~The~~as syndication agent, which amended and restated the Company’s ~~commercial~~Second ~~paper~~Amended ~~will~~and beRestated ~~sold~~Five-Year onRevolving ~~customary~~Credit ~~terms~~Agreement in(the "Second Amended 5-Year Revolving Credit Agreement"), dated as of July 27, 2023, and (ii) the U364-Day Revolving Credit Agreement (the “364-Day Revolving Credit Agreement”) by and among the Company, a syndicate of lenders named therein, Citibank, N.SA., ~~commercial~~as ~~paper~~administrative ~~market~~agent onfor athe ~~private~~lenders ~~placement~~and ~~basis~~issuers, and JPMorgan Chase Bank, N.A., as syndication agent. The ~~proceeds~~364-Day ofRevolving Credit Agreement and the ~~commercial~~5-Year Revolving Credit Agreement are jointly referred to as the “Revolving Credit Agreements” and are each individually referred to as a “Revolving Credit Agreement.”

The 5-Year Revolving Credit Agreement provides a $1,000 million senior unsecured revolving credit facility (the “5-Year Revolving Credit Facility”) that matures on February 9, 2031, unless extended or earlier terminated in accordance with the provisions of the 5-Year Revolving Credit Agreement. The Company may make two one-year extension requests during the term of the 5-Year Revolving Credit Facility, with any extension being subject to the lender consent requirements set forth in the 5-Year Revolving Credit Agreement. Subject to the terms and conditions of the 5-Year Revolving Credit Agreement, the

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Company may from time to time request increases in commitments under the 5-Year Revolving Credit Facility, not to exceed $500 million in aggregate principal amount, and may also request the issuance of letters of credit, subject to a letter of credit sublimit of $500 million of the 5-Year Revolving Credit Facility. Under the provisions of the 5-Year Revolving Credit Agreement, based on Howmet’s current long-term debt ratings, Howmet pays an annual fee of 0.090% of the total commitment to maintain the 5-Year Revolving Credit Facility and an annual fee of 0.070% of the total commitment to maintain the 364-Day Revolving Credit Facility. The 364-Day Revolving Credit Agreement provides a $600 million senior unsecured revolving credit facility (the “364-Day Revolving Credit Facility” and, together with the 5-Year Revolving Credit Facility, the “Revolving Credit Facilities” and each, individually, a “Revolving Credit Facility”) that matures on February 8, 2027, unless extended or earlier terminated in accordance with the provisions of the 364-Day Revolving Credit Agreement.

The 5-Year Revolving Credit Facility is unsecured and amounts payable under it will rank pari passu with all other unsecured, unsubordinated indebtedness of the Company. Borrowings under the 5-Year Revolving Credit Facility may be denominated in U.S. dollars or euros. Loans will bear interest at a base rate or, in the case of U.S. dollar-denominated loans, a rate equal to the Term Secured Overnight Financing Rate (“SOFR”) plus adjustment or, in the case of euro-denominated loans, the Euro inter-bank offered rate (“EURIBOR”), plus, in each case, an applicable margin based on the credit ratings of the Company’s outstanding senior unsecured long-term debt. Based on Howmet’s current long-term debt ratings, there would be no applicable margin on base rate loans and the applicable margin on Term SOFR loans and EURIBOR loans would be 0.910% per annum. The applicable margin is subject to change based on the Company’s long-term debt ratings. Loans may be prepaid without premium or penalty, subject to customary breakage costs.

The 364-Day Revolving Credit Facility is unsecured and amounts payable under it will rank pari passu with all other unsecured, unsubordinated indebtedness of the Company. Borrowings under the 364-Day Revolving Credit Facility may be denominated in U.S. dollars or euros. Loans will bear interest at a base rate or, SOFR or the EURIBOR plus, in each case, an applicable margin based on the credit ratings of the Company’s outstanding senior unsecured long-term debt. Based on the Company’s current long-term debt ratings, there would be no applicable margin on base rate loans and the applicable margin on Term SOFR loans and EURIBOR loans would be 0.930% per annum. The applicable margin is subject to change based on the Company’s long-term debt ratings. Loans may be prepaid without premium or penalty, subject to customary breakage costs.

The obligation of the Company to pay amounts outstanding under the Revolving Credit Facilities may be accelerated upon the occurrence of an “Event of Default” as defined in the applicable Revolving Credit Agreement. Such Events of Default include, among others, (a) non-payment of obligations; (b) breach of any representation or warranty in any material respect; (c) non-performance of covenants and obligations; (d) with respect to other indebtedness in a principal amount in excess of $100 million, a default thereunder that causes such indebtedness to become due prior to its stated maturity or a default in the payment at maturity of any principal of such indebtedness; (e) the bankruptcy or insolvency of Howmet; and (f) a change in control of the Company.

The Revolving Credit Agreements contain covenants, including, among others, (a) limitations on the Company’s ability to incur liens securing indebtedness for borrowed money; (b) limitations on the Company’s ability to consummate a consolidation, merger or sale of all or substantially all of its assets; (c) limitations on the Company’s ability to change the nature of its business; and (d) a limitation requiring the ratio of Consolidated Net Debt to Consolidated EBITDA (each as defined in the Revolving Credit Agreements, as applicable) as of the end of each fiscal quarter for the period of the four fiscal quarters most recently ended, to be less than or equal to 3.75 to 1.00, which may be increased to 4.25 to 1.00, at Howmet’s option, upon the occurrence of a material acquisition for the four consecutive fiscal quarters following the consummation thereof.

For more information about the Company’s Second Amended 5-Year Revolving Credit Agreement as in effect as of December 31, 2025 and 2024, see Note Q to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for reference. There were no amounts outstanding under the Credit Agreement as of December 31, 2025 or December 31, 2024, and no amounts were borrowed during 2025 or 2024 under the Credit Agreement.

Term Loan Facility

On November 22, 2023, the Company entered into a Japanese Yen Term Loan Agreement, due 2026 (the “JPY Term Loan Agreement”). For more information about the JPY Term Loan Agreement, see Note Q to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for reference).

Commercial Paper, Shelf Registration Statement, Debt and Equity Securities

The Company has a commercial paper program under which the Company may issue unsecured commercial paper from time to time up to a maximum aggregate face amount of $1,000. The Company’s commercial paper will be sold on customary terms in the U.S. commercial paper market on a private placement basis. The proceeds of the commercial paper will be used for general corporate purposes, which may include, as described below, for financing the Proposed CAM Acquisition. In conjunction with the commercial paper program, the Company was assigned short-term credit ratings by Moody’s Investors Service, Inc., S&P Global Ratings, and Fitch Ratings, Inc.

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~~paper~~The ~~will~~Company behas ~~used~~an effective shelf registration statement on Form S-3, filed with the SEC, which allows for ~~general~~offerings ~~corporate~~of ~~purposes~~debt securities from time to time. InThe ~~conjunction~~Company may opportunistically issue new debt securities in accordance with ~~the~~securities laws or utilize commercial paper ~~program~~in order to, but not limited to, refinance existing indebtedness and, as described below, to finance the Proposed CAM Acquisition. The Company ~~was~~continues ~~assigned~~to ~~short-term~~evaluate ~~credit~~whether, ~~ratings~~when, byand ~~Moody’s~~to ~~Investors~~what ~~Service~~extent it may access capital markets, ~~Inc~~including any plans to refinance the JPY Term Loan Facility due November 2026. Our ability to refinance our indebtedness or enter into alternative financings in adequate amounts on commercially reasonable terms, ~~S&P~~or ~~Global~~terms ~~Ratings~~acceptable to us, may be affected by circumstances and ~~Fitch~~economic ~~Ratings~~events outside of our control. In the event that a refinancing does not occur before the November 2026 maturity date of the JPY Term Loan Facility, ~~Inc~~the Company believes that its projected cash from operations, cash on hand and availability under the Revolving Credit Facilities and its commercial paper program will enable the Company to repay the JPY Term Loan Facility.

The Company has an effective shelf registration statement on Form S-3, filed with the SEC, which allows for offerings of debt securities from time to time. The Company may opportunistically issue new debt securities in accordance with securities laws or utilize commercial paper in order to, but not limited to, refinance existing indebtedness.

In the future, the Company may, from time to time, redeem portions of its debt securities or repurchase portions of its debt or equity securities in either the open market or through privately negotiated transactions, in accordance with applicable SEC and other legal requirements. The timing, prices, and sizes of purchases depend upon prevailing trading prices, general economic and market conditions, and other factors, including applicable securities laws. Such purchases may be completed by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases, tender offers, and/or accelerated share repurchase agreements or other derivative transactions.

The Company’s costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short-term and long-term debt ratings assigned to the Company by the major credit rating agencies. The Company believes that its cash on hand, cash provided from operations and availability of its Credit Facility, its commercial paper program, and its accounts receivables securitization program will continue to be sufficient to fund our operating and capital allocation activities.Ratings

The Company’s costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short-term and long-term debt ratings assigned to the Company by the major credit rating agencies. The Company believes that its cash on hand, cash provided from operations and availability of its Revolving Credit Facilities, its commercial paper program, and its accounts receivables securitization program will continue to be sufficient to fund our operating and capital allocation activities.

The three major credit rating agencies have rated Howmet’s debt with investment grade ratings. The Company’s most recent short-term and long-term credit ratings, as well as the current outlook from the three major credit rating agencies are as follows:

Short-Term

Long-Term

Outlook

S&P Global Ratings (“S&P”)

A-2

BBB+

Stable

Moody’s Investors Service (“Moody’s”)

P-2

Baa1

Stable

Fitch Investors Service (“Fitch”)

F2F1

BBB+

~~Positive~~Stable

On ~~November~~September 268, ~~2024~~2025, S&P upgraded Howmet’s ~~short-term debt rating from A-3 to A-2 and~~ long-term debt rating from BBB- to BBB+, and affirmed the current short-term debt rating and outlook at A-2 and stable, respectively, citing strong demand for commercial aerospace components, margin gains, and debt reduction.

On ~~August~~March 631, ~~2024~~2025, ~~Moody’s~~Fitch upgraded Howmet’s short-term debt rating from ~~P-3~~F2 to ~~P-2~~F1 and ~~further upgraded Howmet’s~~ long-term debt rating ~~two notches~~ from ~~Baa3~~BBB to ~~Baa1~~BBB+, ~~which~~and ~~was~~updated ~~previously~~the ~~upgraded~~current tooutlook ~~Baa3~~ from ~~Ba1~~positive onto ~~February 29~~stable, ~~2024~~ citing ~~demand~~deleveraging inactions, ~~the~~conservative ~~markets~~capital ~~served~~allocation, ~~by Howmet along with the Company’s improved financial leverage~~ and ~~updated~~strong ~~the~~free ~~current~~cash ~~outlook~~flow ~~from positive to stable~~generation.

On August 6, 2024, ~~Fitch~~Moody’s ~~affirmed~~upgraded Howmet’s short-term debt rating atfrom F2P-3 ~~and~~to P-2, further upgraded Howmet’s long-term debt rating attwo ~~BBB~~notches from Baa3 to Baa1 citing demand in the markets served by Howmet along with the Company’s improved financial leverage, and updated the current outlook from ~~stable~~positive to ~~positive~~stable.

Planned Financing for the Proposed CAM Acquisition

The Company 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. The foregoing financing plans are subject to market and other conditions, and no assurance can be given that the Company will obtain the intended financing for the Proposed CAM Acquisition on commercially reasonable terms, or terms acceptable to us.

Investing Activities

Cash used for investing activities was $~~316~~438, $~~215~~316, and $~~135~~215 in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

The use of cash in ~~2024~~2025 was capital expenditures of $~~321~~453 primarily related to Engine Products capacity expansion, various automation projects, and sustaining and return seeking capital projects across all segments, and anadditions ~~acquisition~~to ininvestments ~~Engine Products, net~~ of ~~cash acquired of~~ $59, partially offset by proceeds from the sale of assets ~~in Engine Products~~ and ainvestments ~~business in Engineered Structures~~ of $924.

The use of cash in 2023 was capital expenditures of $219 primarily related to various automation projects, information technology upgrades, and sustaining and return seeking capital projects across all segments, partially offset by proceeds from the sale of assets and investments of $4.

The use of cash in 2022 was capital expenditures of $193 primarily related to various automation projects, information technology upgrades, and sustaining capital projects across all segments, partially offset by proceeds from the sale of assets of $58, which was primarily due to the sale of the corporate center and a manufacturing facility in Engine Products. In the second quarter of 2022, the Company sold the corporate headquarters in Pittsburgh, PA. The proceeds from the sale of the corporate headquarters were $44, excluding $3 of transaction costs, and a carrying value of $41. The Company entered into a 12-year lease with the purchaser for a portion of the property. Additionally, in the fourth quarter of 2022, the Company sold the property of a manufacturing facility in the Engine Products segment. The proceeds from the sale of this property were $15 and a carrying value of $7.

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The use of cash in 2024 was capital expenditures of $321 primarily related to Engine Products capacity expansion, various automation projects, and sustaining and return seeking capital projects across all segments and an acquisition in Engine Products, net of cash acquired of $5, partially offset by proceeds from the sale of assets in Engine Products and a business in Engineered Structures of $9.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

Howmet is required to make future payments under various contracts, including long-term purchase obligations, financing arrangements, and lease agreements. Howmet also has commitments to fund its pension plans, provide payments for other postretirement benefit plans, and fund capital projects.

In order to better understand Howmet’s outstanding contractual obligations, the table below represents a summary of these commitments as of December 31, 2025 (these contractual obligations are grouped in the same manner as they are classified in the Statement of Consolidated Cash Flows in order to provide a better understanding of the nature of the obligations, timing of cash payment, and to provide a basis for comparison to historical information):

	Total		~~2025~~2026		~~2026-~~2027-2028		~~2028-~~2029-2030		Thereafter
Operating activities:
Raw material purchase obligations	$	~~379~~249	$	~~218~~129	$	8280	$	7940	$	—
Purchase and other payment obligations	3028		1925		113		—		—
Operating leases	~~189~~196		4652		6871		3633		3940
Interest related to total debt	1,~~133~~062		~~165~~141		~~298~~264		~~189~~203		~~481~~454
Estimated minimum required pension funding	352		45		154		153		—
Pension contributions	323		60		140		123		—
Other postretirement benefit payments	5640		65		129		128		2618
Layoff and other restructuring payments	41		41		—		—		—
Uncertain tax positions	69		—		—		—		69
Financing activities:
Total debt	3,328		5		948		1,000		1,375
Debt repayments	3,066		191		300		700		1,875
Dividends to shareholders	4248		4248		—		—		—
Investing activities:
Capital projects	~~417~~333		~~270~~214		~~147~~119		—		—
Totals	$	5,~~936~~355	$	~~820~~866	$	~~1,720~~986	$	1,~~469~~107	$	12,~~927~~396

Obligations for Operating Activities

Raw material purchase obligations consist mostly of aluminum, titanium, cobalt, nickel, and various other metals with expiration dates ranging from less than one year to five years. Many of these purchase obligations contain variable pricing components, and, as a result, actual cash payments may differ from the estimates provided in the preceding table. The Company generally passes through material costs in customer contracts with limited exceptions. In connection with the Arconic Inc. Separation Transaction, the Company entered into several agreements with Arconic Corporation that govern the relationship between the Company and Arconic Corporation following the separation, including raw material supply agreements.

Purchase and other payment obligations include public utility purchase obligations, and future payments of tax-related interest and penalties.

Operating leases represent multi-year obligations for certain land and buildings, plant equipment, vehicles, and computer equipment.

Deferred revenue was $60 as of December 31, 2024. Deferred revenue arrangements require Howmet to deliver product to certain customers over a specified contract period, which is expected to be within one year. While these obligations are not expected to result in cash payments and are not included in the table above, they represent contractual obligations for which the Company would be obligated if the specified product deliveries could not be made.

Interest related to total debt with maturities that extend to 2042, including cross-currency and interest rate swaps, is based on fixed rates as of December 31, 2024.

Estimated minimum required pension funding and other postretirement benefit payments are based on actuarial estimates using current assumptions for discount rates, long-term rate of return on plan assets, and health care cost trend rates, among others. It is Howmet’s policy to fund amounts for pension plans sufficient to meet the minimum requirements set forth in the benefits laws and tax laws of the applicable country. Periodically, Howmet contributes additional amounts as deemed appropriate. Howmet has determined that it is not practicable to present pension funding and other postretirement benefit payments beyond 2030 and 2034, respectively.

Layoff and other restructuring payments to be paid within one year primarily relate to severance costs.

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~~Uncertain~~Deferred ~~tax~~revenue ~~positions~~arrangements ~~taken~~require orHowmet ~~expected~~ to bedeliver ~~taken~~product ~~on an income tax return may result in additional payments~~ to ~~tax~~certain ~~authorities.~~customers ~~The~~over ~~amounts~~a inspecified ~~the~~contract ~~preceding~~period, ~~table~~which ~~include~~is ~~interest~~expected ~~and penalties accrued related~~ to ~~such~~be ~~positions~~within asone ofand ~~December 31,~~five ~~2024~~years. ~~Amounts~~While ~~for~~these ~~uncertain~~obligations ~~tax~~are ~~positions~~not inexpected ~~which~~to ~~the~~result ~~timing~~in ofcash ~~future potential~~ payments and are not ~~reasonably estimable are~~ included in the ~~“Thereafter”~~table ~~column.~~above, Ifthey arepresent ~~tax~~contractual ~~authority~~obligations ~~agrees~~for ~~with~~which the ~~tax~~Company ~~position~~would ~~taken~~be orobligated ~~expected~~if tothe bespecified ~~taken~~product ordeliveries ~~the~~could ~~applicable~~not ~~statute~~be ofmade. ~~limitations~~In ~~expires~~certain circumstances, ~~then~~Howmet ~~additional~~receives payments ~~will~~from ~~not~~its becustomers, ~~necessary.~~primarily ~~Tax~~in ~~assessments~~the ~~received~~gas ~~may~~turbines ~~also~~and ~~result~~commercial inaerospace ~~payments~~markets, for product to be ~~made~~delivered in ~~order~~future toperiods ~~preserve~~and ~~our~~for ~~right~~funding tofuture ~~appeal~~growth ~~any~~in ~~tax~~volumes. ~~positions~~This ~~challenged~~deferred byrevenue ~~tax~~is ~~authorities~~recorded ~~for~~on ~~which~~the weConsolidated ~~have~~Balance ~~concluded~~Sheet ~~that~~until wethe ~~are~~product ~~more~~is ~~likely~~delivered ~~than~~and ~~not~~title toand ~~prevail.~~risk ~~See~~of ~~Note~~loss Uhave passed to the ~~Consolidated~~customer ~~Financial~~in ~~Statements~~accordance inwith ~~Part~~the ~~II,~~terms ~~Item~~of 8the ~~(Financial~~contract. ~~Statements~~Total ~~and~~deferred ~~Supplementary~~revenue ~~Data)~~was $253 as of ~~this~~December 31, ~~Form~~2025 ~~10-K~~($147 ~~for~~in ~~further~~Deferred ~~discussion~~revenue onand ~~tax~~$106 ~~payments~~in ~~made~~Other noncurrent liabilities).

~~Contingencies~~Interest ~~such~~related asto ~~ongoing~~total ~~legal~~debt ~~proceedings~~with ~~and~~maturities ~~environmental~~that ~~matters~~extend ~~may~~to ~~also result in additional cash payments. The timing of these payments~~2042, ~~if necessary, depends on several factors,~~ including ~~the~~cross-currency ~~timing of litigation~~ and ~~settlements~~interest ofrate ~~liability claims. Accordingly~~swaps, ~~amounts~~is ~~have~~based ~~not~~on ~~been~~fixed ~~included~~rates inas ~~the~~of preceding table. Amounts for settled legal proceedings and other such payables are included within Purchase and other payment obligations in the preceding table. See Note U to the Consolidated Financial Statements in Part IIDecember 31, ~~Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for further discussion~~2025.

Layoff and other restructuring payments relate primarily to severance costs.

Uncertain tax positions taken or expected to be taken on an income tax return may result in additional payments to tax authorities. The amounts in the preceding table include interest and penalties accrued related to such positions as of December 31, 2025. Amounts for uncertain tax positions in which the timing of future potential payments are not reasonably estimable are included in the “Thereafter” column. If a tax authority agrees with the tax position taken or expected to be taken or the applicable statute of limitations expires, then additional payments will not be necessary. Tax assessments received may also result in payments to be made in order to preserve our right to appeal any tax positions challenged by tax authorities for which we have concluded that we are more likely than not to prevail. See Note U to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for further discussion on tax payments made.

Contingencies such as ongoing legal proceedings and environmental matters may also result in additional cash payments. The timing of these payments, if necessary, depends on several factors, including the timing of litigation and settlements of liability claims. Accordingly, such amounts have not been included in the preceding table. Amounts for settled legal proceedings and other such payables are included within Purchase and other payment obligations in the preceding table. See Note U to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K for further discussion.

Obligations for Financing Activities

Howmet has historically paid quarterly dividends on its preferred and common stock. The Company paid an aggregate of $~~109~~181 in common stock and preferred stock dividends to shareholders during ~~2024~~2025. Because all dividends are subject to approval by Howmet’s Board of Directors, amounts are not included in the preceding table unless such authorization has occurred. On December 17, 2025, Howmet redeemed (the “Redemption”) all 546,024 of the outstanding shares of Class A preferred stock at a redemption price of $100 per share plus dividends which had accrued and not been paid or declared. As of December 31, ~~2024~~2025, there were ~~405~~401,~~431~~620,~~361~~565 shares of outstanding common stock and ~~546,024~~no shares of outstanding Class A preferred stock. In ~~2024~~2025, the preferred stock dividend was $32.7581 per share plus accrued but not paid dividend of $0.8125 per share that was paid in connection with the Redemption. A dividend of $0.2644 per share on the Company’s common stock was paid in ~~2024~~2025 ($0.0510 per share in each of the first and second quarters of 2024 and $0.0812 in the third and fourth quarters of ~~2024~~2025). Fully diluted shares outstanding as of December 31, ~~2024~~2025 were ~~408~~404 million.

The Company has a share repurchase program (the “Share Repurchase Program”) that, after giving effect to the additional $50150 share repurchases made in January ~~2025~~and February 2026 at an average price per share of $~~116~~215.3928, retiring approximately 0.47 million shares, has approximately $21,~~147~~347 in Board authorization remaining available as of ~~January~~February 316, ~~2025~~2026. The current Share Repurchase Program was authorized by the Company’s Board of Directors on August 18, 2021 at $1,500, which was increased by the Board by $2,000 on July 30, 2024 to a total authorization of $3,500. There is no stated expiration for the Share Repurchase Program. Accordingly, amounts have not been included in the preceding table. See “Liquidity and Capital Resources” for additional information.

Obligations for Investing Activities

Capital projects in the preceding table only include amounts approved by management as of December 31, 2024. Funding levels may vary in future years based on the anticipated construction schedules of the projects. It is expected that significant expansion projects will be funded through various sources, including cash provided from operations. Total capital expenditures are anticipated to be approximately 4% of sales in 2025 and include additional capital expenditures related to the Engine Products capacity expansions.

Off-Balance Sheet Arrangements

As of December 31, 2024, Howmet had outstanding bank guarantees related to tax matters, customs duties, rental, plant expansion, and environmental obligations. The total amount committed under these guarantees, which expire at various dates between 2025 and 2027, was $6 as of December 31, 2024.

Pursuant to the Separation and Distribution Agreement, dated as of October 31, 2016, between Howmet and Alcoa Corporation, Howmet was required to provide certain guarantees for Alcoa Corporation, which were included in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet. The remaining guarantee, which had a fair value of $6 as of both December 31, 2024 and 2023, relates to a long-term energy supply agreement that expires in 2047 at an Alcoa Corporation facility, for which the Company is secondarily liable in the event of a payment default by Alcoa Corporation. If the Company incurs any liability under this guarantee, Arconic Corporation is obligated to indemnify the Company for 50% of such liability. The Company currently views the risk of an Alcoa Corporation payment default on its obligations under the contract to be remote. The Company is required to provide a guarantee up to an estimated present value amount of approximately $1,121 and $1,131 as of December 31, 2024 and 2023, respectively, in the event of an Alcoa Corporation default. In December 2022, December 2023, and December 2024, a surety bond with a limit of $80 relating to this guarantee was obtained by Alcoa Corporation to protect Howmet's obligation. This surety bond will be renewed on an annual basis by Alcoa Corporation.

The Company has outstanding letters of credit, primarily related to workers’ compensation, environmental obligations, insurance obligations, and tax matters. The total amount committed under these letters of credit, which automatically renew or expire at various dates, primarily in 2025, was $90 as of December 31, 2024.

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~~Pursuant~~Obligations to the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to retain letters of credit of $48 (which are included in the $90 in the above paragraph) that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation and letters of credit fees paid by the Company are proportionally billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively. Also, the Company was required to provide letters of credit for ~~certain~~Investing Arconic Corporation and Alcoa Corporation environmental obligations and, as a result, the Company has $17 of outstanding letters of credit relating to such liabilities (which are also included in the $90 in the above paragraph). Arconic Corporation is being billed for these letter of credit fees paid by the Company and will reimburse the Company for any payments made under these letters of credit.Activities

~~The~~Capital ~~Company~~projects ~~has~~in ~~outstanding~~the ~~surety~~preceding ~~bonds~~table ~~primarily~~only ~~related~~include toamounts ~~customs~~approved ~~duties,~~by ~~workers’~~management ~~compensation,~~as ~~environmental-related~~of ~~matters~~December 31, ~~and~~2025. ~~contract~~Funding ~~performance.~~levels ~~The~~may ~~total~~vary ~~amount~~in ~~committed~~future ~~under~~years ~~these~~based ~~annual~~on ~~surety~~the ~~bonds,~~anticipated ~~which~~construction ~~automatically~~schedules ~~renew~~of orthe ~~expire~~projects. atIt is expected that significant expansion projects will be funded through various ~~dates~~sources, ~~primarily~~including incash ~~2025~~provided from operations and ~~2026,~~grants. ~~was~~Total ~~$44~~capital asexpenditures are anticipated to be approximately 5% of ~~December 31,~~sales ~~2024~~in 2026 and include capital expenditures related to capacity expansions for aerospace and gas turbines.

~~Pursuant~~Off-Balance toSheet the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to provide surety bonds of $21, which are included in the $44 in the above paragraph, that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation claims and surety bond fees paid by the Company are proportionately billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively.Arrangements

As of December 31, 2025, Howmet had outstanding bank guarantees related to customs duties, plant expansion, rental, and environmental obligations. The total amount committed under these guarantees, which expire at various dates between 2026 and 2028, was $4 as of December 31, 2025.

Pursuant to the Separation and Distribution Agreement, dated as of October 31, 2016, between Howmet and Alcoa Corporation, Howmet was required to provide certain guarantees for Alcoa Corporation, which were included in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet. The remaining guarantee, which had a fair value of $5 and $6 as of December 31, 2025 and 2024, respectively, relates to a long-term energy supply agreement that expires in 2047 at an Alcoa Corporation facility, for which the Company is secondarily liable in the event of a payment default by Alcoa Corporation. If the Company incurs any liability under this guarantee, Arconic Corporation is obligated to indemnify the Company for 50% of such liability. The Company currently views the risk of an Alcoa Corporation payment default on its obligations under the contract to be remote. The Company is required to provide a guarantee up to an estimated present value amount of approximately $1,141 and $1,121 as of December 31, 2025 and 2024, respectively, in the event of an Alcoa Corporation default. In the fourth quarter of 2025, 2024, and 2023, a surety bond with a limit of $80 relating to this guarantee was obtained by Alcoa Corporation to protect Howmet's obligation. This surety bond is expected to be renewed on an annual basis by Alcoa Corporation.

The Company has outstanding letters of credit, primarily related to workers’ compensation, environmental obligations, tax matters, and insurance obligations. The total amount committed under these letters of credit, which automatically renew or expire at various dates, primarily in 2026, was $76 as of December 31, 2025.

Pursuant to the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to retain letters of credit of $43 (which are included in the $76 in the above paragraph) that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation and letters of credit fees paid by the Company are proportionally billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively. Also, the Company was required to provide letters of credit for certain Arconic Corporation and Alcoa Corporation environmental obligations and, as a result, the Company has $9 of outstanding letters of credit relating to such liabilities (which are also included in the $76 in the above paragraph). Arconic Corporation and Alcoa Corporation are being billed for these letter of credit fees paid by the Company and will reimburse the Company for any payments made under these letters of credit.

The Company has outstanding surety bonds primarily related to customs duties, workers’ compensation, environmental-related matters, and contract performance. The total amount committed under these annual surety bonds, which automatically renew or expire at various dates, in 2026 and 2027, was $44 as of December 31, 2025.

Pursuant to the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to provide surety bonds of $19, which are included in the $44 in the above paragraph, that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation claims and surety bond fees paid by the Company are proportionately billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively.

Critical Accounting Policies and Estimates

The preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America requires management to make certain judgments, estimates, and assumptions regarding uncertainties that affect the amounts reported in the Consolidated Financial Statements and disclosed in the accompanying Notes. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience, including considerations relating to changes in the aerospace industry. Areas that require significant judgments, estimates, and assumptions include the testing of goodwill, properties, plants, and equipment, and other intangible assets for impairment; pension plans and other postretirement benefits obligations; income taxes; and litigation and contingent liabilities.

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Management uses historical experience and all available information to make these judgments, estimates, and assumptions, and actual results may differ from those used to prepare the Company’s Consolidated Financial Statements at any given time. Despite these inherent limitations, management believes that Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes provide a meaningful and fair perspective of the Company.

A summary of the Company’s significant accounting policies is included in Note A to the Consolidated Financial Statements of this Form 10-K. Management believes that the application of these policies on a consistent basis enables the Company to provide the users of the Consolidated Financial Statements with useful and reliable information about the Company’s operating results and financial condition.

Goodwill. Howmet reviews goodwill 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. The Company has the option to assess impairment through qualitative assessment, which includes factors such as general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash ~~flows~~flow, or a trend of negative or declining cash flows over multiple periods, among others. Howmet can also assess goodwill impairment through a quantitative analysis, using a discounted cash flow (“DCF”) model to estimate a reporting unit’s fair value. Assumptions and estimates utilized in the DCF model include weighted average cost of capital (“WACC”) rates, revenue, future profitability, working capital, cash flows, and a number of other items. For more information on these matters, see Note A to the Consolidated Financial Statements of this Form 10-K.

Properties, Plants, and Equipment and Other Intangible Assets. Properties, plants, and equipment and Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (asset group) may not be recoverable. Recoverability of assets is determined by comparing the estimated undiscounted net cash flows of the operations related to the assets (asset group) to their carrying amount. An impairment loss would be recognized when the carrying amount of the assets (asset group) exceeds the estimated undiscounted net cash flows. The amount of the impairment loss to be recorded is measured as the excess of the carrying value of the assets (asset group) over their fair value, with fair value determined using the best information available, which generally is a DCF model. The determination of what constitutes an asset group, the associated estimated undiscounted net cash flows, and the estimated useful lives of the assets also require significant judgments.

34Pension and Other Postretirement Benefits. Liabilities and expenses for pension benefits are determined using actuarial methodologies and incorporate significant assumptions, including the discount rate, the expected long-term rate of return on plan assets (“EROA”), and several assumptions relating to the employee workforce (rates of retirement, termination, and mortality by age). Liabilities and expenses for other postretirement benefits are determined using similar actuarial methodologies and assumptions, including discount rate and several assumptions relating to the employee workforce (rates of retirement, mortality by age, and health care cost trend rates). The pension and other postretirement benefits obligation was $1,413 and $1,556, with a funded status of $(588) and $(670) as of December 31, 2025 and 2024, respectively. The total benefit obligation reduction of $143 was primarily driven by the settlement of U.K. pension plan obligations and benefit payments, partially offset by interest costs. The improvement in the funded status of $82 was primarily driven by actual asset return exceeding the expected rate of return assumption and plan contributions. Excluding settlements and curtailments, net periodic benefit cost of pension and other postretirement benefits is expected to be approximately $35 in 2026 compared to $29 and $33 in 2025 and 2024, respectively.

Employer contributions for pension benefits were $70 and $79 for the years ended December 31, 2025 and 2024, respectively. Benefits paid for other postretirement benefits were $10 and $11 for the years ended December 31, 2025 and 2024, respectively. Total pension contributions and other postretirement benefits paid decreased by $10, or 11%, in 2025 compared to 2024 primarily driven by fewer discretionary contributions. Cash pension contributions in 2026 are expected to be approximately $60. Howmet’s estimated funded status under the Employee Retirement Income Security Act was approximately 63% as of January 1, 2025.

The U.S. discount rate is determined using a Company-specific yield curve model (above-median) developed with the assistance of an external actuary, while both the U.K. and Canada utilize models developed by the respective actuary. The cash flows of the plans’ projected benefit obligations are discounted using a single equivalent rate derived from yields on high quality corporate bonds, which represent a broad diversification of issuers in various sectors, including finance and banking, industrials, transportation, and utilities, among others. The yield curve models parallel the plans’ projected cash flows, which have a global average duration of 9 years. The underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company’s plans’ obligations multiple times. In 2025, 2024, and 2023, the discount rate used to determine benefit obligations for pension and other postretirement benefit plans was 5.30%, 5.60%, and 5.10%, respectively. The impact on the liabilities of a change in the discount rate of 1/4 of 1% would be approximately $32 and either a charge or credit of less than $1 to earnings in the following year.

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Pension and Other Postretirement Benefits. Liabilities and expenses for pension and other postretirement benefits are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated liability, the expected long-term rate of return on plan assets, and several assumptions relating to the employee workforce (health care cost trend rates, retirement age, and mortality). The pension and other postretirement benefits obligation was $1,556 and $1,695, with a funded status of $(670) and $(770) as of December 31, 2024 and 2023, respectively. The total benefit obligation reduction of $133 was primarily driven by benefit payments. The improvement in the funded status of $100 was primarily driven by contributions and changes in discount rates. Excluding settlements and curtailments, net periodic benefit cost of pension and other postretirement benefits is expected to be approximately $35 in 2025 compared to $33 in 2024 and 2023.

Employer contributions for pension benefits were $79 and $36 for the years ended December 31, 2024 and 2023, respectively. Benefits paid for other postretirement benefits were $11 and $14 for the years ended December 31, 2024 and 2023, respectively. Total pension contributions and other postretirement benefits paid increased by $40, or 80%, in 2024 compared to 2023 primarily driven by additional discretionary contributions in addition to actual asset returns falling short of the plans’ estimated return on assets assumption. Cash pension contributions in 2025 are expected to be approximately $60. Howmet’s estimated funded status under the Employee Retirement Income Security Act was approximately 68% as of January 1, 2024.

The interest rate used to discount future estimated liabilities for the U.S. is determined using a Company-specific yield curve model (above-median) developed with the assistance of an external actuary, while both the U.K. and Canada utilize models developed by the respective actuary. The cash flows of the plans’ projected benefit obligations are discounted using a single equivalent rate derived from yields on high quality corporate bonds, which represent a broad diversification of issuers in various sectors, including finance and banking, industrials, transportation, and utilities, among others. The yield curve models parallel the plans’ projected cash flows, which have a global average duration of 9 years. The underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company’s plans’ obligations multiple times. In 2024, 2023, and 2022, the discount rate used to determine benefit obligations for pension and other postretirement benefit plans was 5.60%, 5.10%, and 5.40%, respectively. The impact on the liabilities of a change in the discount rate of 1/4 of 1% would be approximately $32 and either a charge or credit of less than $1 to earnings in the following year.

The expected long-term rate of return on plan assets is generally applied to a five-year market-related value of plan assets. The process used by management to develop this assumption is one that relies on a combination of historical asset return information and forward-looking returns by asset class. As it relates to historical asset return information, management focuses on various historical moving averages when developing this assumption. While consideration is given to recent performance and historical returns, the assumption represents a long-term, prospective return. Management also incorporates expected future returns on current and planned asset allocations using information from various external investment managers and consultants, as well as management’s own judgment.

Management used 7.00% for 2025 and 6.70% for both 2024, ~~2023,~~ and ~~2022~~2023 as its weighted-average global expected long-term rate of return on plan assets, which was based on the prevailing and planned strategic asset allocations, as well as estimates of future returns by asset class for each plan. These rates were within the respective range of the 20-year moving average of actual performance and the expected future return developed by asset class for each plan. For ~~2025~~2026, management anticipates that the expected long-term rate of return for global plan assets will remain at approximately 7%. A change in the assumption for the expected long-term rate of return on plan assets of 1/4 of 1% would impact earnings by approximately $32 for ~~2025~~2026.

InMortality ~~2024,~~rate ~~net~~assumptions ~~income~~are ofbased ~~$17~~on ~~(after-tax)~~mortality ~~was~~tables ~~recorded~~and infuture ~~other~~improvement ~~comprehensive~~scales ~~loss,~~published ~~primarily due to the increase in the discount rate, partially offset~~ by ~~plan~~third ~~asset returns that were less than expected. In 2023~~parties, ~~net~~such ~~loss~~as ~~of $36 (after-tax) was recorded in other comprehensive loss, primarily due to~~ the ~~decrease~~Society inof ~~the discount rate. In 2022~~Actuaries, ~~net~~and ~~income~~consider ~~of $146 (after-tax) was recorded in~~ other ~~comprehensive~~available ~~loss,~~information ~~primarily~~including ~~due~~historical todata ~~the~~as ~~increase~~well inas ~~the~~studies ~~discount rate~~ and ~~amortization~~publications offrom ~~actuarial~~reputable ~~losses, partially offset by plan asset returns that were less than expected~~sources.

In 2025, net income of $80 (after-tax) was recorded in other comprehensive loss, primarily due to the recognition of actuarial losses driven by the settlement of the U.K. pension plan’s obligations and plan asset returns that were higher than expected, partially offset by the decrease in the discount rate. In 2024, net income of $17 (after-tax) was recorded in other comprehensive loss, primarily due to the increase in the discount rate, partially offset by plan asset returns that were less than expected. In 2023, net loss of $36 (after-tax) was recorded in other comprehensive loss, primarily due to the decrease in the discount rate. For more information on these matters, see Note G to the Consolidated Financial Statements of this Form 10-K.

Income Taxes. The provision (benefit) for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision (benefit) for income taxes represents income taxes paid or payable (or received or receivable) based on current year pre-tax income plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of Howmet’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carry-back periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and Howmet’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

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ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

It is Howmet’s policy to apply a tax law ordering approach when considering the need for a valuation allowance on net operating losses expected to offset GILTI inclusions. Under this approach, reductions in cash tax savings are not considered as part of the valuation allowance assessment. Instead, future GILTI inclusions are considered a source of taxable income that support the realizability of deferred tax assets.

It is Howmet’s policy to treat taxes due from future inclusions in U.S. taxable income related to GILTI as a current period expense when incurred.

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitations has expired or the appropriate taxing authority has completed ~~their~~its examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

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Litigation and Contingent Liabilities. From time to time, we are involved in various lawsuits, claims, investigations, and proceedings. These matters may include speculative claims for substantial or indeterminate amounts of damages. Management determines the likelihood of an unfavorable outcome based on many factors, such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. If an unfavorable outcome is deemed probable and the amount of the potential loss can be estimated, the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed probable but the loss is not reasonably estimable, or if an unfavorable outcome is deemed reasonably possible, then the matter is disclosed but no liability is recorded. Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss. For more information on these matters, see Note U to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K.

Recently Adopted and Recently Issued Accounting Guidance.

See the Recently Adopted and Recently Issued Accounting Guidance section of Note B to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data) of this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not material.

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Item 8. Financial Statements and Supplementary Data.

			Page
Management’s Reports to Howmet Shareholders			3839
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			3940
Statement of Consolidated Operations for the Years Ended December 31, 2024, 2023, and 2022			41
Statement of Consolidated Operations for the Years Ended December 31, 2025, 2024, and 2023			42
Statement of Consolidated Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022			42
Statement of Consolidated Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023			43
Consolidated Balance Sheet as of December 31, 2024 and 2023			43
Consolidated Balance Sheet as of December 31, 2025 and 2024			44
Statement of Consolidated Cash Flows for the Years Ended December 31, 2024, 2023, and 2022			44
Statement of Consolidated Cash Flows for the Years Ended December 31, 2025, 2024, and 2023			45
Statement of Changes in Consolidated Equity for the Years Ended December 31, 2024, 2023, and 2022			45
Statement of Changes in Consolidated Equity for the Years Ended December 31, 2025, 2024, and 2023			46
Notes to the Consolidated Financial Statements			4647

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Management’s Reports to Howmet Shareholders

Management’s Report on Financial Statements and Practices

The accompanying Consolidated Financial Statements of Howmet Aerospace Inc. and its subsidiaries (the “Company”) were prepared by management, which is responsible for their integrity and objectivity. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management’s best judgments and estimates. The other financial information included in the annual report is consistent with that in the financial statements.

Management also recognizes its responsibility for conducting the Company’s affairs according to the highest standards of personal and corporate conduct. This responsibility is characterized and reflected in key policy statements issued from time to time regarding, among other things, conduct of its business activities within the laws of the host countries in which the Company operates and potentially conflicting outside business interests of its employees. The Company maintains a systematic program to assess compliance with these policies.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, ~~2024~~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, ~~2024~~2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.


/s/ John C. Plant
John C. Plant Executive Chairman and Chief Executive Officer

/s/ ~~Ken~~Patrick ~~Giacobbe~~Winterlich ~~Ken~~Patrick ~~GiacobbeExecutive~~WinterlichExecutive Vice President and Chief Financial Officer

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Howmet Aerospace Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Howmet Aerospace Inc. and its subsidiaries (the “"Company”") as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, of comprehensive income, of changes in equity, and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes (collectively referred to as the “"consolidated financial statements”"). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~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, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~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, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Critical Audit Matters

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 disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Goodwill Impairment Assessment – Engineered Structures Reporting Unit~~40

AsTable ~~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.Contents

~~The~~disclosures ~~principal~~that ~~considerations~~are ~~for~~material ~~our~~to ~~determination~~the ~~that~~consolidated ~~performing~~financial ~~procedures~~statements ~~relating~~and to(ii) ~~the~~involved ~~goodwill~~our ~~impairment~~especially ~~assessment~~challenging, ofsubjective, ~~the~~or ~~Engineered~~complex ~~Structures~~judgments. ~~reporting~~The ~~unit~~communication isof a critical audit ~~matter~~matters ~~are~~does ~~(i)~~not ~~the~~alter ~~significant~~in ~~judgment~~any byway ~~management~~our ~~when~~opinion ~~developing~~on the ~~fair~~consolidated ~~value~~financial ~~estimate~~statements, oftaken ~~the~~as ~~Engineered~~a ~~Structures~~whole, ~~reporting~~and ~~unit;~~we ~~and~~are ~~(ii)~~not, aby ~~high~~communicating ~~degree~~the ofcritical ~~auditor~~audit ~~judgment,~~matter ~~subjectivity~~below, ~~and~~providing ~~effort~~a inseparate ~~performing~~opinion ~~procedures~~on ~~and~~the ~~evaluating~~critical ~~management’s~~audit ~~significant~~matter ~~assumptions~~or ~~related~~on tothe ~~sales~~accounts ~~growth~~or ~~and~~disclosures ~~production~~to ~~costs~~which it relates.

~~Addressing~~Valuation the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of ~~controls~~Certain ~~relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s Engineered Structures reporting unit~~U.S ~~These~~Defined ~~procedures~~Benefit ~~also~~Pension ~~included,~~Plan among others (i) testing management’s process for determining the fair value of the reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales growth and production costs. 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.Obligations

As described in Note G 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).

The principal considerations for our determination that performing procedures relating to the valuation of the U.S. pension plan benefit obligations is a critical audit matter are (i) the significant judgment by management when developing the estimate of the 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 the discount rate and mortality by age; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of pension plan benefit obligations, including controls over the valuation of the U.S. pension plan benefit obligations. These procedures also included, among others (i) testing management’s process for developing the estimate of the U.S. pension plan benefit obligations; (ii) evaluating the appropriateness of the actuarial methodology used by management; (iii) testing the completeness and accuracy of the underlying data used in the actuarial methodology; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate 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.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

February 1312, ~~2025~~2026

We have served as the Company’s auditor since 1950.

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Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Operations

(in millions, except per-share amounts)

For the year ended December 31,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Sales (C)

78,~~430~~252

67,~~640~~430

56,~~663~~640

Cost of goods sold (exclusive of expenses below)

5,~~119~~432

45,~~773~~119

4,~~103~~773

Selling, general administrative, and other expenses

~~347~~370

~~333~~347

~~288~~333

Research and development expenses

3337

3633

3236

Provision for depreciation and amortization

~~277~~283

~~272~~277

~~265~~272

Restructuring and other charges (D)

2184

2321

5623

Operating income

12,~~633~~046

1,~~203~~633

~~919~~1,203

Loss on debt redemption (Q)

615

Interest expense, net (E)

~~182~~151

~~218~~182

~~229~~218

Other expense, net (F)

6240

862

828

Income before income taxes

1,~~383~~840

~~975~~1,383

~~606~~975

Provision for income taxes (H)

~~228~~332

~~210~~228

~~137~~210

Net income

1,~~155~~508

~~765~~1,155

~~469~~765

Amounts Attributable to Howmet Aerospace Inc. Common Shareholders (J):

Net income

1,~~153~~506

~~763~~1,153

~~467~~763

Earnings per share:

Basic

23.8373

12.8583

1.1285

Diluted

23.8171

12.8381

1.1183

Average Shares Outstanding (I):

Basic

~~408~~404

~~412~~408

~~416~~412

Diluted

~~410~~406

~~416~~410

~~421~~416

The accompanying notes are an integral part of the consolidated financial statements.

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Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Comprehensive Income

(in millions)

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income	$	1,~~155~~508	$	~~765~~1,155	$	~~469~~765
Other comprehensive (loss) income, net of tax (K):
Other comprehensive income (loss), net of tax (K):
Change in unrecognized net actuarial loss and prior service cost (benefit) related to pension and other postretirement benefits	1780		~~(36)~~17		~~146~~(36)
Foreign currency translation adjustments	~~(71)~~155		57(71)		~~(131)~~57
Net change in unrecognized gains (losses) on cash flow hedges	6		(10)		7
Net change in unrecognized (losses) gains on cash flow hedges	(30)		6		(10)
Total Other comprehensive (loss) income, net of tax	(48)		11		22
Total Other comprehensive income (loss), net of tax	205		(48)		11
Comprehensive income	$	1,~~107~~713	$	~~776~~1,107	$	~~491~~776

The accompanying notes are an integral part of the consolidated financial statements.

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Howmet Aerospace Inc. and subsidiaries

Consolidated Balance Sheet

(in millions)

December 31,	~~2024~~2025		~~2023~~2024
Assets
Current assets:
Cash and cash equivalents	$	~~564~~742	$	~~610~~564
Receivables from customers, less allowances of $— in both 2024 and 2023 (L)	689		675
Receivables from customers, less allowances of $— in both 2025 and 2024 (L)	779		689
Other receivables (L)	2017		1720
Inventories (M)	1,~~840~~849		1,~~765~~840
Prepaid expenses and other current assets	~~249~~392		249
Total current assets	3,~~362~~779		3,~~316~~362
Properties, plants, and equipment, net (N)	2,~~386~~593		2,~~328~~386
Goodwill (A and O)	4,010		4,035
Goodwill (O)	4,022		4,010
Deferred income taxes (H)	3540		4635
Intangibles, net (O)	~~475~~457		~~505~~475
Other noncurrent assets (A and P)	251		198
Other noncurrent assets (P)	288		251
Total assets	$	1011,~~519~~179	$	10,~~428~~519
Liabilities
Current liabilities:
Accounts payable, trade	$	~~948~~845	$	~~982~~948
Accrued compensation and retirement costs	~~305~~343		~~263~~305
Taxes, including income taxes	6077		6860
Accrued interest payable	5947		6559
Other current liabilities (A and P)	171		200
Deferred revenue	147		60
Long-term debt due within one year (Q and R)	6		206
Other current liabilities (P)	121		111
Total current liabilities	1,549		1,784
Long-term debt due within one year (Q and R)	191		6
Long-term debt, less amount due within one year (Q and R)	3,309		3,500
Total current liabilities	1,771		1,549
Accrued pension benefits (G)	625		664
Long-term debt, less amount due within one year (Q and R)	2,859		3,309
Accrued other postretirement benefits (G)	54		92
Accrued pension benefits (G)	546		625
Other noncurrent liabilities and deferred credits (A and P)	428		351
Accrued other postretirement benefits (G)	38		54
Total liabilities	5,965		6,391
Other noncurrent liabilities and deferred credits (P)	612		428
Total liabilities	5,826		5,965
Contingencies and commitments (U)
Equity
Howmet Aerospace Inc. shareholders’ equity:
Preferred stock (I)	55—		55
Common stock (I)	~~405~~402		~~410~~405
Additional capital (I)	32,~~206~~531		3,~~682~~206
Retained earnings (A)	2,766		1,720
Retained earnings	4,093		2,766
Accumulated other comprehensive loss (A and K)	(1,878)		(1,830)
Accumulated other comprehensive loss (K)	(1,673)		(1,878)
Total equity	45,~~554~~353		4,~~037~~554
Total liabilities and equity	$	1011,~~519~~179	$	10,~~428~~519

The accompanying notes are an integral part of the consolidated financial statements.

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Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Cash Flows

(in millions)

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating activities
Net income	$	1,~~155~~508	$	~~765~~1,155	$	~~469~~765
Adjustments to reconcile net income to cash provided from operations:
Depreciation and amortization	~~277~~283		~~272~~277		~~265~~272
Deferred income taxes	5517		~~108~~55		79108
Restructuring and other charges	2184		2321		5623
Net realized and unrealized losses	2522		2225		1822
Net periodic pension cost (G)	4042		3740		2437
Stock-based compensation	6373		5063		5450
Loss on debt redemption (Q)	615		26		2
Other	18		31		123
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:
Increase in receivables (L)	(57109)		(~~164~~57)		(~~161~~164)
Increase in inventories	(~~106~~50)		(~~142~~106)		(~~234~~142)
Increase in prepaid expenses and other current assets	(1410)		(2414)		(624)
(Decrease) increase in accounts payable, trade	(49)		(7)		246
Decrease in accounts payable, trade	(73)		(49)		(7)
Increase in accrued expenses	596		375		2337
Decrease in taxes, including income taxes	(146)		(714)		(127)
Pension contributions	(7970)		(3679)		(4336)
(Increase) decrease in noncurrent assets	(3)		(4)		1
Increase in noncurrent assets	(14)		(3)		(4)
Decrease in noncurrent liabilities	(28)		(34)		(60)
Increase (decrease) in noncurrent liabilities	68		(28)		(34)
Cash provided from operations	1,~~298~~884		~~901~~1,298		~~733~~901
Financing Activities
Net change in short-term borrowings	—		—		(5)
Additions to debt (Q)	500		500		400
Additions to debt (Q)	500		400		—
Repurchases and payments on debt (Q)	(765)		(865)		(876)
Repurchases and payments on debt (Q)	(865)		(876)		(69)
Debt issuance costs (Q)	(5)		(5)		(2)
Debt issuance costs (Q)	(5)		(2)		—
Premiums paid on early redemption of debt (Q)	(15)		(5)		(1)
Premiums paid on early redemption of debt (Q)	(5)		(1)		(2)
Repurchases of common stock (I)	(700)		(500)		(250)
Repurchases of common stock (I)	(500)		(250)		(400)
Proceeds from exercise of employee stock options	1		8		11
Proceeds from exercise of employee stock options	8		11		16
Dividends paid to shareholders (I)	(181)		(109)		(73)
Dividends paid to shareholders (I)	(109)		(73)		(44)
Taxes paid for net share settlement of equity awards	(46)		(49)		(77)
Taxes paid for net share settlement of equity awards	(49)		(77)		(22)
Redemption of preferred stock	(55)		—		—
Other	(13)		—(1)		—
Cash used for financing activities	(1,~~026~~269)		(~~868~~1,026)		(~~526~~868)
Investing Activities
Capital expenditures (C and S)	(~~321~~453)		(~~219~~321)		(~~193~~219)
Acquisitions, net of cash acquired	~~(5)~~—		—(5)		—
Proceeds from the sale of assets and businesses (D and T)	9		2		58
Proceeds from the sale of assets and businesses (D)	9		9		2
Other	1		2		—
Additions to investments	(9)		—		—
Cash used for investing activities	(316)		(215)		(135)
Sale of investments	15		—		2
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1)		—		(2)
Other	—		1		—
Net change in cash, cash equivalents and restricted cash	(45)		(182)		70
Cash used for investing activities	(438)		(316)		(215)
Cash, cash equivalents and restricted cash at beginning of year	610		792		722
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1		(1)		—
Cash, cash equivalents and restricted cash at end of year	$	565	$	610	$	792
Net change in cash, cash equivalents and restricted cash	178		(45)		(182)
Cash, cash equivalents and restricted cash at beginning of year	565		610		792
Cash, cash equivalents and restricted cash at end of year	$	743	$	565	$	610

The accompanying notes are an integral part of the consolidated financial statements.

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Howmet Aerospace Inc. and subsidiaries

Statement of Changes in Consolidated Equity

(in millions, except per-share amounts)

	Preferredstock		Commonstock		Additionalcapital		Retained earnings		Accumulatedothercomprehensiveloss		Totalequity
Balance at December 31, 2021	$	55	$	422	$	4,291	$	603	$	(1,863)	$	3,508
Net income	—		—		—		469		—		469
Other comprehensive income (K)	—		—		—		—		22		22
Cash dividends declared:
Preferred–Class A @ $3.75 per share	—		—		—		(2)		—		(2)
Common @ $0.10 per share	—		—		—		(42)		—		(42)
Repurchase and retirement of common stock (I)	—		(12)		(388)		—		—		(400)
Stock-based compensation (I)	—		—		54		—		—		54
Common stock issued: compensation plans (I)	—		2		(10)		—		—		(8)
Balance at December 31, 2022	$	55	$	412	$	3,947	$	1,028	$	(1,841)	$	3,601
Net income	—		—		—		765		—		765
Other comprehensive income (K)	—		—		—		—		11		11
Cash dividends declared:
Preferred–Class A @ $3.75 per share	—		—		—		(2)		—		(2)
Common @ $0.17 per share	—		—		—		(71)		—		(71)
Repurchase and retirement of common stock (I)	—		(5)		(246)		—		—		(251)
Stock-based compensation (I)	—		—		50		—		—		50
Common stock issued: compensation plans (I)	—		3		(69)		—		—		(66)
Balance at December 31, 2023	$	55	$	410	$	3,682	$	1,720	$	(1,830)	$	4,037
Net income	—		—		—		1,155		—		1,155
Other comprehensive loss (K)	—		—		—		—		(48)		(48)
Cash dividends declared:
Preferred–Class A @ $3.75 per share	—		—		—		(2)		—		(2)
Common @ $0.26 per share	—		—		—		(107)		—		(107)
Repurchase and retirement of common stock (I)	—		(6)		(498)		—		—		(504)
Stock-based compensation (I)	—		—		63		—		—		63
Common stock issued: compensation plans (I)	—		1		(41)		—		—		(40)
Balance at December 31, 2024	$	55	$	405	$	3,206	$	2,766	$	(1,878)	$	4,554
Net income	—		—		—		1,508		—		1,508
Other comprehensive income (K)	—		—		—		—		205		205
Cash dividends declared:
Preferred–Class A @ $2.81 per share (I)	—		—		—		(2)		—		(2)
Common @ $0.44 per share	—		—		—		(179)		—		(179)
Repurchase and retirement of common stock (I)	—		(4)		(702)		—		—		(706)
Redemption of preferred stock (I)	(55)		—		—		—		—		(55)
Stock-based compensation (I)	—		—		73		—		—		73
Common stock issued: compensation plans (I)	—		1		(46)		—		—		(45)
Balance at December 31, 2025	$	—	$	402	$	2,531	$	4,093	$	(1,673)	$	5,353

The accompanying notes are an integral part of the consolidated financial statements.

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Howmet Aerospace Inc. and subsidiaries

Notes to the Consolidated Financial Statements

(dollars in millions, except share and per-share amounts)

A. Summary of Significant Accounting Policies

Basis of Presentation. The Consolidated Financial Statements of Howmet Aerospace Inc. (formerly known as Arconic Inc.) and subsidiaries (“Howmet” or the “Company” or “we” or “our”) are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make certain judgments, estimates, and assumptions. These estimates are based on historical experience and, in some cases, assumptions based on current and future market expectations, including considerations relating to changes in the aerospace industry. The impact of these changes, including the macroeconomic considerations, remains highly uncertain. Management has made its best estimates using all relevant information available at the time, but it is possible that our estimates will differ from our actual results and affect the Consolidated Financial Statements in future periods and potentially require adverse adjustments to the recoverability of goodwill, intangible and long-lived assets, the realizability of deferred tax assets, and other judgments and estimations and assumptions. These may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. They also may affect the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates upon subsequent resolution of identified matters. Certain amounts in previously issued financial statements were reclassified to conform to the current period presentation.

The ~~Company~~timing, ~~derived approximately 52%~~extent, ~~49%~~application, and ~~46%~~level of ~~its~~tariffs ~~revenue~~by ~~from~~various ~~products~~governments ~~sold to the commercial aerospace market for the years ended December 31, 2024, 2023,~~ and ~~2022, respectively. 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~~ability ~~aerospace wide body and narrow body demand, including engine spares, also~~ to ~~continue~~recover totariffs ~~grow. Quality control issues at The Boeing Company (“Boeing”) have had and~~ are ~~expected~~subject to ~~continue~~changes ~~to have a negative impact on narrow body~~ and ~~wide~~uncertainties ~~body production rates~~ in ~~the~~all ~~near term~~segments. ~~For~~While ~~instance,~~ the ~~Federal~~tariff ~~Aviation~~situation ~~Administration~~remains ~~stated~~fluid, ~~that~~we itexpect ~~will~~to ~~not~~pass ~~approve~~along ~~production rate increases above 38 aircraft per month or additional production lines for~~ the ~~Boeing~~costs ~~737~~associated ~~MAX~~with ~~until~~tariffs itto isour ~~satisfied~~customers ~~that Boeing is~~ in ~~full~~the ~~compliance~~form ~~with~~of ~~required quality control procedures. In addition,~~ a ~~labor~~cost ~~union~~pass ~~work~~through ~~stoppage and ensuing production restart at Boeing has negatively impacted results~~mechanism. ~~Boeing~~There ~~production~~may ~~levels~~be ~~have had and are expected to have~~ a ~~material~~delay ~~impact~~between onan ~~the~~increase ~~financial~~in ~~performance~~our ofcosts ~~Howmet. The timing~~ and ~~level of future aircraft builds by original equipment manufacturers are subject to changes and uncertainties, which may cause~~ our ~~future~~ability ~~results~~ to ~~differ~~recover ~~from~~the ~~prior~~higher ~~periods~~costs ~~due~~that tocould ~~changes~~impact inour ~~product mix in certain segments~~margins.

The Company derived approximately 70%, 68%, and 64% of its revenue from products sold to the commercial and defense aerospace markets for the years ended December 31, 2025, 2024, and 2023, respectively. The timing and level of future aircraft builds by 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.

Principles of Consolidation. The Consolidated Financial Statements include the accounts of Howmet Aerospace Inc. and companies in which Howmet Aerospace Inc. has a controlling interest. Intercompany transactions have been eliminated. Investments in affiliates in which Howmet Aerospace Inc. cannot exercise significant influence that do not have readily determinable fair values are accounted for at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Management also evaluates whether a Howmet Aerospace Inc. entity or interest is a variable interest entity and whether Howmet Aerospace Inc. is the primary beneficiary. Consolidation is required if both of these criteria are met. Howmet Aerospace Inc. does not have any variable interest entities requiring consolidation.

Cash Equivalents. Cash equivalents are highly liquid investments purchased with an original maturity of three months or less.

Inventory Valuation. Inventories are carried at the lower of cost or net realizable value with the cost of inventories determined under a combination of the first-in, first-out (“FIFO”), last-in, first-out (“LIFO”) and average-cost methods. LIFO is used for inventory valuation for certain of the U.S. locations in the Engine Products, Engineered Structures, and Forged Wheels segments,. See Note M for further details.

Properties, Plants, and Equipment. Properties, plants, and equipment are recorded at cost. Depreciation is recorded principally on the straight-line method at rates based on the estimated useful lives of the assets.

The following table details the weighted-average useful lives of structures and machinery and equipment by reporting segment (numbers in years):

	Structures	Machinery and equipment
Engine Products	2829	16
Fastening Systems	27	17
Engineered Structures	29	20
Forged Wheels	27	18

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Gains or losses from the sale of asset groups or properties are generally recorded in Restructuring and other charges while the sale of individual assets are recorded in Other expense, net (see policy below for assets classified as discontinued operations and held for sale). Repairs and maintenance are charged to expense as incurred. Interest related to the construction of qualifying assets is capitalized as part of the construction costs.

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Properties, plants, and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (asset group) may not be recoverable. Recoverability of assets is determined by comparing the estimated undiscounted net cash flows of the operations related to the assets (asset group) to their carrying amount.

An impairment loss would be recognized when the carrying amount of the assets (asset group) exceeds the estimated undiscounted net cash flows. The amount of the impairment loss to be recorded is measured as the excess of the carrying value of the assets (asset group) over their fair value, with fair value determined using the best information available, which generally is a discounted cash flow (“DCF”) model. The determination of what constitutes an asset group, the associated estimated undiscounted net cash flows, and the estimated useful lives of the assets also require significant judgments. See Note N for further details.

Goodwill. Goodwill is not amortized; instead, it 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. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill.

Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. Howmet has four reporting units composed of the Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels segments.

Howmet determines annually, based on facts and circumstances, which of its reporting units will be subject to ~~the~~a qualitative assessment. Under the qualitative assessment, various events and circumstances (similar to the impairment indicators above) that would affect the estimated fair value of a reporting unit are identified to determine if a quantitative assessment should be performed. Management also considers the most recent forecasted cash flows and discount rates in determining if the prior fair value measurement estimate may be reduced to a level that would indicate impairment is more likely than not and compares the weighted average cost of capital (“WACC”) between the current and prior years for each reporting unit. If management concludes it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount, we will proceed directly to the quantitative impairment test. Howmet will periodically refresh a reporting unit’s fair value measurement and this is based on a number of factors, including how much fair value exceeded carrying value in the most recent quantitative assessment and the reporting unit’s recent performance. Our policy is that a quantitative impairment test be performed for each reporting unit at least once during every three-year period. For those reporting units where a qualitative assessment is either not performed or for which the conclusion is that an impairment is more likely than not, a quantitative impairment test will be performed.

Other Intangible Assets. Intangible assets with indefinite useful lives are not amortized while intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited.

The following table details the weighted-average useful lives of software and other intangible assets by reporting segment (numbers in years):

	Software	Other intangible assets
Engine Products	76	33
Fastening Systems	56	23
Engineered Structures	3	1819
Forged Wheels	4	25

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Leases. The Company determines whether a contract contains a lease at inception. The Company leases land and buildings, plant equipment, vehicles, and computer equipment which have been classified as operating leases. Certain real estate leases include one or more options to renew; the exercise of lease renewal options is at the Company’s discretion. The Company includes renewal option periods in the lease term when it is determined that the options are reasonably certain to be exercised. Certain of Howmet’s real estate lease agreements include rental payments that either have fixed contractual increases over time or adjust periodically for inflation. Certain of the Company’s lease agreements include variable lease payments. The variable portion of payments is not included in the initial measurement of the right-of-use asset or lease liability due to the uncertainty of the payment amount and is recorded as lease cost in the period incurred. The Company also rents or subleases certain real estate to third parties, which is not material to the consolidated financial statements.

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Operating lease right-of-use assets and lease liabilities with an initial term greater than 12 months are recorded on the balance sheet at the present value of the future minimum lease payments over the lease term at the lease commencement date and are recognized as lease expense on a straight-line basis over the lease term. The Company uses an incremental collateralized borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, as most of its leases do not provide an implicit rate. The operating lease right-of-use assets also include any lease prepayments made and are reduced by lease incentives and accrued exit costs.

Environmental Matters. Expenditures for current operations are expensed or capitalized, as appropriate. Expenditures relating to existing conditions caused by past operations, which will not contribute to future sales, are expensed. Liabilities are recorded when remediation costs are probable and can be reasonably estimated. The liability may include costs such as site investigations, consultant fees, feasibility studies, outside contractors, and monitoring expenses. Estimates are generally not discounted or reduced by potential claims for recovery. Claims for recovery are recognized when probable and as agreements are reached with third parties. The estimates also include costs related to other potentially responsible parties to the extent that Howmet has reason to believe such parties will not fully pay their proportionate share. The liability is continuously reviewed and adjusted to reflect current remediation progress, prospective estimates of required activity, and other factors that may be relevant, including changes in technology or regulations.

Revenue Recognition. The Company's contracts with customers are comprised of acknowledged purchase orders incorporating the Company’s standard terms and conditions, or for larger customers, may also generally include terms under negotiated multi-year agreements. These contracts with customers typically consist of the manufacturing of products which represent single performance obligations that are satisfied upon transfer of control of the product to the customer. The Company produces fastening systems; seamless rolled rings; investment castings, including airfoils; extruded, machined and formed aircraft parts; and forged aluminum commercial vehicle wheels. Transfer of control is assessed based on alternative use of the products we produce and our enforceable right to payment for performance to date under the contract terms. Transfer of control and revenue recognition generally occur upon shipment or delivery of the product, which is when title, ownership and risk of loss pass to the customer and is based on the applicable shipping terms. The shipping terms vary across all businesses and depend on the product, the country of origin, and the type of transportation (truck, train, or vessel). An invoice for payment is issued at the time of shipment. Our segments set commercial terms on which Howmet sells products to its customers. These terms are influenced by industry custom, market conditions, product line (specialty versus commodity products), and other considerations.

In certain circumstances, Howmet receives ~~advanced~~ payments from its customers, primarily in the gas turbines and commercial aerospace markets, for product to be delivered in future periods., ~~These~~over ~~advanced~~a ~~payments~~specified ~~are~~contract ~~recorded~~period, aswhich is expected to be within one and five years and for funding future growth in volumes. This deferred revenue is recorded on the Consolidated Balance Sheet until the product is delivered and title and risk of loss have passed to the customer in accordance with the terms of the contract. ~~Deferred~~Total deferred revenue was $60253 ~~and~~ ($64147 asin ofDeferred ~~December 31,~~revenue ~~2024~~ and ~~2023,~~$106 ~~respectively, and is included~~ in Other ~~current~~noncurrent liabilities) and ~~Other~~$60 ~~noncurrent~~in ~~liabilities~~deferred ~~and~~revenue ~~deferred~~as ~~credits~~of inDecember 31, ~~the~~2025 ~~Consolidated~~and ~~Balance~~2024, ~~Sheet~~respectively.

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Income Taxes. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of Howmet’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and Howmet’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

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and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

It is Howmet’s policy to apply a tax law ordering approach when considering the need for a valuation allowance on net operating losses expected to offset Global Intangible Low-Taxed Income (“GILTI”) inclusions. Under this approach, reductions in cash tax savings are not considered as part of the valuation allowance assessment. Instead, future GILTI inclusions are considered a source of taxable income that support the realizability of deferred tax assets.

It is Howmet’s policy to treat taxes due from future inclusions in United States (“U.S.”) taxable income related to GILTI as a current period expense when incurred.

Stock-Based Compensation. Howmet recognizes compensation expense for employee equity grants using the non-substantive vesting period approach, in which the expense is recognized ratably over the requisite service period based on the grant date fair value. Forfeitures are accounted for as they occur. For restricted stock unit awards, the fair value is equivalent to the closing market price of Howmet’s common stock on the date of grant. The fair value of performance restricted stock unit awards containing a market condition is valued using a Monte Carlo valuation model. Determining the fair value at the grant date requires judgment, including estimates for the average risk-free interest rate, dividend yield, ~~volatility,~~ and ~~exercise behavior~~volatility. These assumptions may differ significantly between grant dates because of changes in the actual results of these inputs that occur over time.

Foreign Currency. The local currency is the functional currency for Howmet’s significant operations outside the U.S., except for certain operations in Canada and the United Kingdom (“U.K.”), where the U.S. dollar is used as the functional currency. The determination of the functional currency for Howmet’s operations is made based on the appropriate economic and management indicators.

Derivatives and Hedging. Derivatives are held for purposes other than trading and are part of a formally documented risk management program. The Company uses commodity derivative financial instruments to manage its economic risk. For interest rate exposures, we may use interest rate swaps and cross-currency swaps to effect a fixed rate payment and hedge the variability in future payment changes.

The Company records derivative instruments on its consolidated balance sheets at fair value and evaluates hedge effectiveness when electing to apply hedge accounting. When electing to apply hedge accounting, the Company formally documents all derivative hedges at inception and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transaction.

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For derivatives and debt instruments that are designated and qualify for hedge accounting, changes in the fair value are recorded in Accumulated other comprehensive income (loss). Derivatives that are designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss) and reclassified to the Consolidated Statements of Operations when the effects of the item being hedged are recognized in the Consolidated Statements of Operations. The remeasurements of debt instruments designated as net investment hedges are recorded in Accumulated other comprehensive income (loss) and will be reclassified to earnings only upon the sale or liquidation of the Company’s hedged net investment. Cash flows from derivatives are recognized in the Statement of Consolidated Cash Flows in a manner consistent with the underlying transactions.

Acquisitions. Howmet’s business acquisitions are accounted for using the acquisition method. The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. For all acquisitions, operating results are included in the Statement of Consolidated Operations from the date of the acquisition.

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Discontinued Operations and Assets Held for Sale. For those businesses where management has committed to a plan to divest, each business is valued at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, an impairment loss is recognized. Fair value is estimated using accepted valuation techniques such as a DCF model, valuations performed by third parties, earnings multiples, or indicative bids, when available. A number of significant estimates and assumptions are involved in the application of these techniques, including the forecasting of markets and market share, sales volumes and prices, costs and expenses, and multiple other factors. Management considers historical experience and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the divestiture of a business may differ from the estimated fair value reflected in the Consolidated Financial Statements. Depreciation and amortization expense is not recorded on assets of a business to be divested once they are classified as held for sale. Businesses to be divested are generally classified in the Consolidated Financial Statements as either discontinued operations or held for sale.

For businesses classified as discontinued operations, the balance sheet amounts and results of operations are reclassified from their historical presentation to assets and liabilities of discontinued operations on the Consolidated Balance Sheet and to discontinued operations onin the Statement of Consolidated Operations, respectively, for all periods presented. The gains or losses associated with these divested businesses are recorded in discontinued operations onin the Statement of Consolidated Operations. The Statement of Consolidated Cash Flows is not required to be reclassified for discontinued operations for any period. Segment information does not include the assets or operating results of businesses classified as discontinued operations for all periods presented. These businesses are expected to be disposed of within one year.

For businesses classified as held for sale that do not qualify for discontinued operations treatment, the balance sheet and cash flow amounts are reclassified from their historical presentation to assets and liabilities of operations held for sale for all periods presented. The results of operations continue to be reported in continuing operations. The gains or losses associated with these divested businesses are recorded in Restructuring and other charges onin the Statement of Consolidated Operations. The segment information includes the assets and operating results of businesses classified as held for sale for all periods presented. 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.

B. Recently Adopted and Recently Issued Accounting Guidance

Recently Adopted Accounting Guidance.

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance the transparency of income tax disclosures ~~related~~including toadditional ~~significant~~details ~~segment~~on ~~expenses~~the ~~and~~rate ~~other~~reconciliation ~~matters~~and ~~related~~taxes topaid ~~reportable~~by ~~segments~~jurisdiction. These changes ~~become~~became effective for fiscal years beginning after December 15, ~~2023, and interim periods within fiscal years beginning after December 15,~~ 2024. The adoption of this new disclosure, including retrospective changes, is reflected in Note CH of the Consolidated Financial Statements.

In September 2022, the FASB issued guidance to enhance the transparency of disclosures regarding supplier finance programs. These changes became effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The adoption of this new disclosure is reflected in Note S of the Consolidated Financial Statements.

Recently Issued Accounting Guidance.

In December 2025, the FASB issued guidance to establish the recognition, measurement, and presentation of government grants received by business entities. These changes become effective for fiscal years beginning after December 15, 2028 for interim and annual reporting periods. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

In September 2025, the FASB issued guidance to simplify the requirements for the capitalization of costs surrounding internally-developed software. These changes become effective for fiscal years beginning after December 15, 2027 for interim and annual reporting periods. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

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.

In November 2024, the FASB issued guidance to improve disclosures about an entity’s expenses including more detailed information about the components of expenses in commonly presented expense captions. These changes become effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

In December 2023, the FASB issued guidance to enhance the transparency of income tax disclosures including additional details on the rate reconciliation and taxes paid by jurisdiction. These changes become effective for fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.51

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C. Segment and Geographic Area Information

Howmet is a global leader in lightweight metals engineering and manufacturing. Howmet’s innovative, multi-material products, which may include nickel, titanium, aluminum, and cobalt, are used worldwide in the aerospace (commercial and defense), commercial transportation, ~~and~~gas ~~industrial~~turbines, and other markets. Segment performance under Howmet’s management reporting system is evaluated based on Segment Adjusted EBITDA. The Company’s Chief Executive Officer, who has been determined to be our Chief Operating Decision Maker (“CODM”), believes that Segment Adjusted EBITDA provides information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development (“R&D”) expenses; and Provision for depreciation and amortization. Special items, including Restructuring and other charges, are excluded from net margin and Segment Adjusted EBITDA. The Company’s CODM considers forecast-to-actual variances for Segment Adjusted EBITDA when allocating resources across the Company’s reportable segments. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Differences between the total segment and consolidated totals are in Corporate.

Howmet’s operations consist of four worldwide reportable segments as follows:

Engine Products

Engine Products produces investment castings, including airfoils, and seamless rolled rings primarily for aircraft engines and industrial gas turbine applications. Engine Products produces rotating parts, as well as structural parts.

Fastening Systems

Fastening Systems produces aerospace fastening systems, as well as commercial transportation, industrial, and other fasteners. The business’s high-tech, multi-material fastening systems are found nose to tail on aircraft and aero engines. Fastening Systems’ products are also critical components of commercial transportation vehicles, and construction, industrial, and renewable energy equipment.

Engineered Structures

Engineered Structures produces titanium ingots and mill products for aerospace and defense applications and is vertically integrated to produce titanium forgings, titanium extrusions, forming and machining services for airframe, wing, aero-engine, and landing gear components. Engineered Structures also produces aluminum forgings, nickel forgings, and aluminum machined components and assemblies for aerospace and defense applications.

Forged Wheels

Forged Wheels provides forged aluminum wheels and related products for heavy-duty trucks and the commercial transportation market.

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Year ended	Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		TotalSegment
2024
Sales:
Third-party sales	$	3,735	$	1,576	$	1,065	$	1,054	$	7,430
Inter-segment sales	7		1		10		—		18
Total sales	$	3,742	$	1,577	$	1,075	$	1,054	$	7,448
Expenses:
Segment Adjusted cost of goods sold(1)	$	2,495	$	1,061	$	873	$	724	$	5,153
Other segment items(2)	97		110		36		43		286
Profit and loss:
Segment Adjusted EBITDA	$	1,150	$	406	$	166	$	287	$	2,009
Restructuring and other charges	1		5		12		1		19
Provision for depreciation and amortization	139		47		42		42		270
Other:
Capital expenditures	$	219	$	26	$	20	$	45	$	310
Total assets	5,145		2,711		1,355		701		9,912
2023
Sales:
Third-party sales	$	3,266	$	1,349	$	878	$	1,147	$	6,640
Inter-segment sales	13		—		3		—		16
Total sales	$	3,279	$	1,349	$	881	$	1,147	$	6,656
Expenses:
Segment Adjusted cost of goods sold(1)	$	2,295	$	959	$	720	$	796	$	4,770
Other segment items(2)	97		112		48		42		299
Profit and loss:
Segment Adjusted EBITDA	$	887	$	278	$	113	$	309	$	1,587
Restructuring and other (credits) charges	(2)		1		21		—		20
Provision for depreciation and amortization	130		46		47		39		262
Other:
Capital expenditures	$	112	$	31	$	26	$	36	$	205
Total assets	4,926		2,749		1,415		724		9,814
2022
Sales:
Third-party sales	$	2,698	$	1,117	$	790	$	1,058	$	5,663
Inter-segment sales	4		—		6		—		10
Total sales	$	2,702	$	1,117	$	796	$	1,058	$	5,673
Expenses:
Segment Adjusted cost of goods sold(1)	$	1,881	$	782	$	644	$	745	$	4,052
Other segment items(2)	92		101		41		35		269
Profit and loss:
Segment Adjusted EBITDA	$	729	$	234	$	111	$	278	$	1,352
Restructuring and other charges	29		8		7		2		46
Provision for depreciation and amortization	125		45		48		40		258

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The operating results and assets of the Company's reportable segments were as follows:

Year ended	Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		TotalSegment
2025
Sales:
Third-party sales	$	4,320	$	1,745	$	1,148	$	1,039	$	8,252
Inter-segment sales	7		1		9		—		17
Total sales	$	4,327	$	1,746	$	1,157	$	1,039	$	8,269
Expenses:
Segment Adjusted cost of goods sold(1)	$	2,776	$	1,098	$	880	$	700	$	5,454
Other segment items(2)	113		118		34		43		308
Profit and loss:
Segment Adjusted EBITDA	$	1,438	$	530	$	243	$	296	$	2,507
Restructuring and other charges (credits)	88		—		(4)		(1)		83
Provision for depreciation and amortization	146		48		41		42		277
Other:
Capital expenditures	$	94319	$	3952	$	1733	$	2836	$	~~178~~440
Total assets	45,~~784~~626		2,~~661~~761		1,~~273~~330		~~701~~691		910,~~419~~408
2024
Sales:
Third-party sales	$	3,735	$	1,576	$	1,065	$	1,054	$	7,430
Inter-segment sales	7		1		10		—		18
Total sales	$	3,742	$	1,577	$	1,075	$	1,054	$	7,448
Expenses:
Segment Adjusted cost of goods sold(1)	$	2,495	$	1,061	$	873	$	724	$	5,153
Other segment items(2)	97		110		36		43		286
Profit and loss:
Segment Adjusted EBITDA	$	1,150	$	406	$	166	$	287	$	2,009
Restructuring and other charges	1		5		12		1		19
Provision for depreciation and amortization	139		47		42		42		270
Other:
Capital expenditures	$	219	$	26	$	20	$	45	$	310
Total assets	5,145		2,711		1,355		701		9,912
2023
Sales:
Third-party sales	$	3,266	$	1,349	$	878	$	1,147	$	6,640
Inter-segment sales	13		—		3		—		16
Total sales	$	3,279	$	1,349	$	881	$	1,147	$	6,656
Expenses:
Segment Adjusted cost of goods sold(1)	$	2,295	$	959	$	720	$	796	$	4,770
Other segment items(2)	97		112		48		42		299
Profit and loss:
Segment Adjusted EBITDA	$	887	$	278	$	113	$	309	$	1,587
Restructuring and other (credits) charges	(2)		1		21		—		20
Provision for depreciation and amortization	130		46		47		39		262

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Other:
Capital expenditures	$	112	$	31	$	26	$	36	$	205
Total assets	4,926		2,749		1,415		724		9,814

(1) Segment Adjusted cost of goods sold is exclusive of Provision for depreciation and amortization, Restructuring and other charges, and Corporate expenses.

(2) Other segment items includes Selling, general administrative, and other expenses, and Research and development expenses; exclusive of Provision for depreciation and amortization, and Restructuring and other charges.

The following table reconciles Total segment capital expenditures, which are presented on an accrual basis, with Capital expenditures as presented in the Statement of Consolidated Cash Flows.

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Total segment capital expenditures	$	~~310~~440	$	~~205~~310	$	~~178~~205
Corporate	1113		1411		1514
Capital expenditures	$	~~321~~453	$	~~219~~321	$	~~193~~219

The following tables reconcile certain segment information to consolidated totals. ~~Differences between the total segment and consolidated totals are in Corporate.~~

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Total Segment Adjusted EBITDA	$	2,~~009~~507	$	12,~~587~~009	$	1,~~352~~587
Segment provision for depreciation and amortization	(~~270~~277)		(~~262~~270)		(~~258~~262)
Unallocated amounts:
Restructuring and other charges (D)	(2184)		(2321)		(5623)
Corporate expense	(85)		(99)		(119)
Corporate expense(1)	(100)		(85)		(99)
Operating income	$	12,~~633~~046	$	1,~~203~~633	$	~~919~~1,203
Loss on debt redemption	(615)		(26)		(2)
Interest expense, net	(~~182~~151)		(~~218~~182)		(~~229~~218)
Other expense, net (F)	(6240)		(862)		(828)
Income before income taxes	$	1,~~383~~840	$	~~975~~1,383	$	~~606~~975

December 31,	2024		2023
Assets:
Total segment assets	$	9,912	$	9,814
Unallocated amounts:
Cash and cash equivalents	564		610
Deferred income taxes	36		46
Corporate fixed assets, net	83		83
Fair value of derivative contracts	4		—
Accounts receivable securitization	(250)		(250)
Other	170		125
Consolidated assets	$	10,519	$	10,428

(1) 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.


December 31,	2025		2024
Assets:
Total segment assets	$	10,408	$	9,912
Unallocated amounts:
Cash and cash equivalents	742		564
Deferred income taxes	40		36
Corporate fixed assets, net	77		83


Accounts receivable securitization	(250)		(250)
Other	162		174

Consolidated assets	$	11,179	$	10,519

Segment assets include third-party receivables while the accounts receivable securitization item includes the impact of sold receivables under the Company’s Accounts Receivable securitization programs. See Note L for further details.

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Geographic information for sales was as follows (based upon the destination of the sale):

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Sales:
United States	$	34,~~713~~377	$	3,~~273~~713	$	23,~~928~~273
France	~~678~~625		~~578~~678		~~394~~578
Germany	458		363		292
Japan	513		355		378
Japan	355		378		319
Germany	439		458		363
United Kingdom	~~350~~376		~~283~~350		~~228~~283
Italy	~~287~~264		~~220~~287		~~180~~220
Mexico	220		263		235
Canada	187		174		145
Canada	174		145		138
Mexico	166		220		263
Poland	~~152~~150		~~130~~152		96130
China	~~103~~130		98103		~~111~~98
Other	~~940~~1,025		~~909~~940		~~742~~909
	$	78,~~430~~252	$	67,~~640~~430	$	56,~~663~~640

Geographic information for long-lived tangible assets was as follows (based upon the physical location of the assets):

December 31,	~~2024~~2025		~~2023~~2024
Long-lived assets:
United States	$	1,~~864~~986	$	1,~~760~~864
Hungary	~~199~~218		~~200~~199
United Kingdom	~~121~~153		~~120~~121
France	~~112~~130		~~121~~112
Mexico	6863		7168
Germany	5462		5854
China	41		46
Japan	48		29
Other	8295		8094
	$	2,~~541~~755	$	2,~~456~~541

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The following table disaggregates segment revenue by major market served. Differences between the total segment and consolidated totals are in Corporate.

	Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		TotalSegment
Year ended December 31, 2025
Aerospace - Commercial	$	2,355	$	1,202	$	765	$	—	$	4,322
Aerospace - Defense	900		176		333		—		1,409
Commercial Transportation	—		209		—		1,039		1,248
Gas Turbines	944		—		—		—		944
Other	121		158		50		—		329
Total end-market revenue	$	4,320	$	1,745	$	1,148	$	1,039	$	8,252
Year ended December 31, 2024
Aerospace - Commercial	$	2,091	$	1,006	$	774	$	—	$	3,871
Aerospace - Defense	766		162		236		—		1,164
Commercial Transportation	—		254		—		1,054		1,308
Industrial and Other	878		154		55		—		1,087
Gas Turbines	755		—		—		—		755
Other	123		154		55		—		332
Total end-market revenue	$	3,735	$	1,576	$	1,065	$	1,054	$	7,430
Year ended December 31, 2023
Aerospace - Commercial	$	1,798	$	790	$	641	$	—	$	3,229
Aerospace - Defense	670		173		172		—		1,015
Commercial Transportation	—		255		—		1,147		1,402
Industrial and Other	798		131		65		—		994
Gas Turbines	674		—		—		—		674
Other	124		131		65		—		320
Total end-market revenue	$	3,266	$	1,349	$	878	$	1,147	$	6,640
Year ended December 31, 2022
Aerospace - Commercial	$	1,495	$	616	$	495	$	—	$	2,606
Aerospace - Defense	526		158		239		—		923
Commercial Transportation	—		225		—		1,058		1,283
Industrial and Other	677		118		56		—		851
Total end-market revenue	$	2,698	$	1,117	$	790	$	1,058	$	5,663

The Company derived 68approximately 70%, 6468%, and 6264% of its revenue from the aerospace (commercial and defense) markets for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

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. RTX Corporation and GE Aerospace each represented approximately 1011% of the Company’s third-party sales for the year ended December 31, ~~2024~~2025. These sales were primarily from the Engine Products segment.

D. Restructuring and Other Charges

Restructuring and other charges were comprised of the following:

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Layoff costs	$	103	$	310	$	—3
Net reversals of previously recorded layoff reserves	(3)		(13)		(1)
Pension and other post-retirement benefits - net settlements (G)	—89		5—		585
Non-cash asset impairments and accelerated depreciation	2—		142		114
Net losses (gains) related to divestitures of assets and businesses (T)	12		(1)		(8)
Net (gains) loss related to divestitures of assets and businesses	(6)		12		(1)
Other	—1		3—		63
Total restructuring and other charges	$	2184	$	2321	$	5623

Layoff costs were recorded based on approved, detailed action plans submitted by the operating locations that specified positions to be eliminated, benefits to be paid under existing severance plans, union contracts, or statutory requirements and the expected timetable for completion of the plans.

~~2024~~2025 Actions. In ~~2024~~2025, Howmet recorded Restructuring and other charges of $2184, which were primarily due to acharges ~~net~~for ~~loss on the sale of a small~~ U.K. ~~manufacturing~~and ~~facility~~Canadian inpension ~~Engineered~~plans’ ~~Structures~~settlement accounting of $1389, a $103 charge for layoff costs, including the separation of ~~431~~123 employees (~~283~~79 in Fastening Systems, ~~111 in Engineered Structures~~ and 3744 in Forged Wheels), and exit related costs, including accelerated depreciation, of $21, partially offset by ~~the reversal of $3 for layoff reserves in Engineered Structures related to prior periods and~~ a gain on the sale of assets at a small U.K. manufacturing facility in ~~Engine~~Engineered ~~Products~~Structures of $1.3, a reversal of

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As$3 offor ~~December 31,~~layoff ~~2024~~reserves related to a prior period, ~~355~~a ~~employees~~gain ofon the ~~431~~sale ~~employees~~of ~~were~~assets ~~separated.~~at ~~The~~a ~~remaining~~previously ~~separations~~closed ~~for~~facility in Forged Wheels of $2, and a gain related to post-closing adjustments from the May 2024 ~~restructuring~~sale ~~programs~~of ~~are~~a ~~expected~~small toU.K. bemanufacturing ~~completed~~facility in ~~2025~~Engineered Structures of $1.

As of December 31, 2025, 114 employees of the 123 employees were separated. The remaining separations for the 2025 restructuring programs are expected to be completed in 2026.

2024 Actions. In 2024, Howmet recorded Restructuring and other charges of $21, which were primarily due to a net loss on the sale of a small U.K. manufacturing facility in Engineered Structures of $13; a $10 charge for layoff costs, including the separation of 429 employees (282 in Fastening Systems, 110 in Engineered Structures and 37 in Forged Wheels), and accelerated depreciation, of $2, partially offset by the reversal of $3 for layoff reserves in Engineered Structures related to prior periods and a gain on the sale of assets at a small U.K. manufacturing facility in Engine Products of $1.

As of December 31, 2025, actions related to the 2024 restructuring programs were substantially complete.

2023 Actions. In 2023, Howmet recorded Restructuring and other charges of $23, which included 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, including the separation of 63 employees in Engineered Structures; a $3 charge for various other exit 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. These charges were partially offset by a gain of $1 on the sale of assets at a U.S. Engineered Structures facility and a benefit of $1 related to the reversal of layoff reserves related to prior periods.

As of December 31, ~~2024~~2025, actions related to the 2023 restructuring programs were complete.

Activity and reserve balances for restructuring charges were as follows:

2022 Actions. In 2022, Howmet recorded Restructuring and other charges of $56, which included a $58 charge for U.S. and U.K. pension plans’ settlement accounting; a $6 charge for various other exit costs; and a $1 charge for accelerated depreciation primarily related to the closure of small U.S. manufacturing facilities in Engineered Structures. 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 and a benefit of $1 related to the reversal of a number of layoff reserves related to prior periods.


	Layoff costs		Other exit costs		Total
Reserve balances at December 31, 2022	$	6	$	2	$	8
2023 Activity
Cash payments	(3)		(3)		(6)
Restructuring and other charges	7		16		23
Other(1)	(5)		(13)		(18)
Reserve balances at December 31, 2023	$	5	$	2	$	7
2024 Activity
Cash payments	$	(8)	$	(2)	$	(10)
Restructuring and other charges	7		14		21
Other(2)	—		(14)		(14)
Reserve balances at December 31, 2024	$	4	$	—	$	4
2025 Activity
Cash payments	$	(3)	$	(2)	$	(5)
Restructuring and other charges (credits)	89		(5)		84
Other(3)	(89)		7		(82)
Reserve balances at December 31, 2025	$	1	$	—	$	1

As(1)In ~~of December 31~~2023, ~~2024,~~other ~~actions~~for layoff costs included $5 in settlement accounting charges related to U.S. and Canadian pension plans; while other for other exit costs included charges of $12 related to the ~~2022~~impairment ~~restructuring~~of ~~programs~~assets ~~were~~and ~~complete~~a $2 charge for accelerated depreciation which was offset by a gain of $1 on the sale of assets.

	Layoffcosts		Otherexit costs		Total
Reserve balances at December 31, 2021	$	17	$	2	$	19
2022 Activity
Cash payments	(9)		(7)		(16)
Restructuring and other charges	56		—		56
Other(1)	(58)		7		(51)
Reserve balances at December 31, 2022	$	6	$	2	$	8
2023 Activity
Cash payments	$	(3)	$	(3)	$	(6)
Restructuring and other charges	7		16		23
Other(2)	(5)		(13)		(18)
Reserve balances at December 31, 2023	$	5	$	2	$	7
2024 Activity
Cash payments	$	(8)	$	(2)	$	(10)
Restructuring and other charges	7		14		21
Other(3)	—		(14)		(14)
Reserve balances at December 31, 2024	$	4	$	—	$	4

(2)In 2024, other for other exit costs included a net loss of $13 on the sale of a small U.K. manufacturing facility and a charge of $2 for accelerated depreciation, partially offset by a gain on the sale of assets at a small U.K. manufacturing facility in Engine Products of $1.

(13)In ~~2022~~2025, other for layoff costs included $5889 in settlement accounting charges related to U.SK. and ~~U.K.~~Canadian pension plans; while other for other exit costs ~~included~~were primarily due to a gain on the sale of assets at a small U.K. manufacturing facility in Engineered Structures of $83 and a gain on the sale of assets, ~~which~~at ~~was~~a ~~offset~~previously byclosed afacility $1in ~~charge~~Forged ~~for~~Wheels ~~accelerated~~of ~~depreciation~~$2.

(2)In 2023, other for layoff costs included $5 in settlement accounting charges related to U.S. and Canadian pension plans; while other for other exit costs included charges of $12 related to the impairment of assets and a $2 charge for accelerated depreciation which was offset by a gain of $1 on the sale of assets.57

(3)In 2024, other for other exit costs included a net loss of $13 on the sale of a small U.K. manufacturing facility and a charge of $2 for accelerated depreciation, partially offset by a gain on the sale of assets at a small U.K. manufacturing facility in Engine Products of $1.

The remaining reserves as of December 31, 2024 are expected to be paid in cash during 2025.

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For the year ended December 31,	2024		2023		2022
Amount charged to interest expense, net	$	182	$	218	$	229
Loss on debt redemption (Q)	6		2		2
Amount capitalized	7		6		6
Total interest cost	$	195	$	226	$	237

The remaining reserves as of December 31, 2025 are expected to be paid in cash during 2026.

E. Interest Cost Components

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Non-service costs - pension and other postretirement benefits (G)	$	29	$	29	$	16
Amount charged to interest expense, net	$	151	$	182	$	218
Interest income	(20)		(23)		(6)
Loss on debt redemption (Q)	15		6		2
Foreign currency losses (gains), net	13		(2)		(1)
Amount capitalized	10		7		6
Net realized and unrealized losses(1)	25		22		18
Total interest cost	$	176	$	195	$	226
Deferred compensation	15		10		(8)
Legal proceeding(2)	—		(25)		65
Other, net	—		(3)		(2)
Total other expense, net	$	62	$	8	$	82

F. Other Expense, Net


For the year ended December 31,	2025		2024		2023
Non-service costs - pension and other postretirement benefits (G)	$	27	$	29	$	29
Interest income	(20)		(20)		(23)
Foreign currency (gains) losses, net	(3)		13		(2)
Net realized and unrealized losses(1)	22		25		22
Deferred compensation	15		15		10
Legal proceeding(2)	—		—		(25)
Other, net	(1)		—		(3)
Total other expense, net	$	40	$	62	$	8

(1) In all periods presented, Net realized and unrealized losses primarily includes costs associated with sales under the Company’s accounts receivables securitization arrangement and sales of other customer receivables (See Note L).

(2) InOn June 15, 2023, ~~due~~the toCompany, ~~the~~FR ~~final~~Acquisitions ~~settlement~~Corporation of(Europe) Ltd and JFB Firth Rixson Inc. (collectively, the Firth Rixson Entities) and Lehman Brothers International (Europe) (“LBIE”) reached a full and final settlement of all claims arising out of the LBIE legal ~~proceeding~~proceedings ~~(See~~which ~~Note~~concerned U)two interest rate swap transactions that the Firth Rixson Entities entered into with LBIE in 2007 and 2008. The settlement provided for payment of $40: $15 paid in July 2023 and $25 paid in July 2024. Due to the final settlement of the LBIE legal proceeding, Legal proceeding included the reversal of $25, net of legal fees of $1, of the $65 pre-tax charge taken in 2022.

G. ~~Pension~~Retirement and Other Postretirement Benefits

Howmet maintains pension plans covering U.S. employees and certain employees in foreign locations. Defined pension benefits generally depend on length of service and job grade. The majority of benefits are paid through pension trusts that are sufficiently funded to ensure that all plans can pay benefits to retirees as they become due. Most salaried and non-bargaining hourly U.S. employees hired after March 1, 2006 participate in a defined contribution plan instead of a defined benefit plan.

Howmet also maintains health care and life insurance postretirement benefit plans covering eligible U.S. retired employees. ~~Generally,~~The ~~the~~ medical plans are unfunded and generally pay a percentage of medical expenses, reduced by deductibles and other coverage. Life benefits are generally provided by insurance contracts. Howmet retains the right, subject to existing agreements, to change or eliminate these benefits. Effective May 1, 2019, salaried and non-bargaining hourly U.S. employees and retirees are not eligible for postretirement life insurance benefits. Effective July 1, 2024, salaried and non-bargaining hourly U.S. employees are not eligible for any postretirement medical benefits.

In ~~2023~~December ~~and 2022~~2025, the Company ~~applied~~undertook ~~settlement~~actions ~~accounting~~to reduce gross pension obligations by $128 by purchasing group annuity contracts with a third-party carrier to ~~certain~~pay ~~U.S.,~~and administer future annuity payments for its U.K., ~~and~~pension ~~Canadian~~plan, ~~pension~~effectively ~~plans~~starting ~~due~~the toprocess ~~lump~~for ~~sum~~terminating ~~payments~~the toplan. ~~participants,~~These ~~which~~actions resulted in settlement and curtailment charges of $287 and $171, respectively, ~~that~~and were recorded in Restructuring and other charges in the fourth quarter ended December 31, 2025 in the Statement of Consolidated Operations. It is anticipated that the termination of the plan, including return of remaining plan assets to Howmet, will be finalized in 2026.

In ~~May~~2023, ~~and~~the ~~July~~Company ~~2023~~applied settlement accounting to its Canadian pension plan due to lump sum payments to participants, ~~Howmet~~which ~~entered~~resulted ~~into~~in ~~new~~settlement ~~collective~~charges ~~bargaining~~of ~~agreements~~$2 ~~with~~that ~~the~~was ~~United~~recorded ~~Autoworkers~~in Restructuring and ~~United~~other ~~Steel~~charges ~~Workers,~~in ~~respectively.~~the ~~These~~Statement ~~agreements~~of ~~amended~~Consolidated ~~the~~Operations. ~~existing~~The ~~health~~termination ~~and~~of ~~welfare~~this ~~plans,~~plan ~~resulting~~was completed in anthe ~~adjustment~~fourth toquarter ~~the~~ended ~~Company’s~~December 31, ~~Accrued~~2025, ~~other~~resulting ~~postretirement~~in ~~benefits~~an ~~liability~~additional settlement charge of $~~10,~~1 ~~which~~and ~~was~~return ~~offset~~of inremaining ~~Accumulated~~plan ~~other~~assets ~~comprehensive~~to ~~loss~~Howmet.

In June 2023, the Company undertook additional actions to reduce U.S. gross pension obligations by $19 by purchasing group annuity contracts with a third-party carrier to pay and administer future annuity payments. These actions resulted in a settlement charge of $3 and were recorded in Restructuring and other charges in the second quarter ended June 30, 2023 in the Statement of Consolidated Operations. The funded status of the plans have not been significantly impacted.

In 2022, a certain U.S. pension plan attained funding levels that allowed full lump sum payments. These payments resulted in settlement charges of $41 that were recorded in Restructuring and other charges in the Statement of Consolidated Operations.

In December 2022, the Canadian pension plan was amended to provide for termination of the plan. As a result, the Company recognized a reduction of $2 in the pension benefit obligation through curtailment, which was offset in Accumulated other comprehensive loss in the Consolidated Balance Sheet. The wind-up efforts and satisfaction of all plan liabilities are expected to be completed in 2025.

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	Pension benefits				Otherpostretirement benefits
December 31,	2024		2023		2024		2023
Change in benefit obligation
Benefit obligation at beginning of year	$	1,592	$	1,599	$	103	$	120
Service cost	3		3		1		1
Interest cost	75		80		5		7
Amendments	—		—		(2)		(10)
Actuarial (gains) losses(1)	(58)		50		(36)		(1)
Settlements	—		(31)		—		—
Benefits paid	(112)		(118)		(11)		(14)
Foreign currency translation impact	(4)		9		—		—
Benefit obligation at end of year(2)	$	1,496	$	1,592	$	60	$	103
Change in plan assets(2)
Fair value of plan assets at beginning of year	$	925	$	970	$	—	$	—
Actual (loss) return on plan assets	(8)		57		—		—
Employer contributions	79		36		—		—
Benefits paid	(95)		(101)		—		—
Administrative expenses	(12)		(13)		—		—
Settlement payments	—		(32)		—		—
Foreign currency translation impact	(3)		8		—		—
Fair value of plan assets at end of year(2)	$	886	$	925	$	—	$	—
Funded status	$	(610)	$	(667)	$	(60)	$	(103)
Amounts recognized in the Consolidated Balance Sheet consist of:
Noncurrent assets	$	31	$	13	$	—	$	—
Current liabilities	(16)		(16)		(6)		(11)
Noncurrent liabilities	(625)		(664)		(54)		(92)
Net amount recognized	$	(610)	$	(667)	$	(60)	$	(103)
Amounts recognized in Accumulated Other Comprehensive Loss consist of:
Net actuarial loss (gain)	$	956	$	960	$	(59)	$	(26)
Prior service cost (benefit)	2		2		(33)		(41)
Net amount recognized, before tax effect	$	958	$	962	$	(92)	$	(67)
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Loss consist of:
Net actuarial cost (benefit)	$	28	$	86	$	(36)	$	(1)
Amortization of accumulated net actuarial (loss) benefit	(32)		(33)		3		3
Prior service benefit	—		—		(2)		(10)
Amortization of prior service benefit	—		—		10		9
Net amount recognized, before tax effect	$	(4)	$	53	$	(25)	$	1

(1)As of December 31, 2024, the actuarial gains impacting the benefit obligation were primarily due to changes in the discount rate, partially offset by asset returns being lower than expected. At December 31, 2023, the actuarial losses impacting the benefit obligation were primarily due to changes in the discount rate as well as asset returns being lower than expected.

(2)As of December 31, 2024, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $1,356, $739, and $(617), respectively. As of December 31, 2023, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $1,434, $780, and $(654), respectively.

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	Pension benefits
	2024		2023
The projected benefit obligation and accumulated benefit obligation for all defined benefit pension plans were as follows:
Projected benefit obligation	$	1,496	$	1,592
Accumulated benefit obligation	1,495		1,591
The aggregate projected benefit obligation and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets were as follows:
Projected benefit obligation	1,380		1,459
Fair value of plan assets	739		780
The aggregate accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were as follows:
Accumulated benefit obligation	1,379		1,459
Fair value of plan assets	739		780

In June 2023, the Company undertook additional actions to reduce U.S. gross pension obligations by $19 by purchasing group annuity contracts with a third-party carrier to pay and administer future annuity payments. These actions resulted in settlement charges of $3 and were recorded in Restructuring and other charges in the Statement of Consolidated Operations. The funded status of the plans have not been significantly impacted.

Obligations and Funded Status

	Pension benefits(1)						Other postretirement benefits
	Pension benefits				Otherpostretirement benefits
For the year ended December 31,	2024		2023		2022		2024		2023		2022
December 31,	2025		2024		2025		2024
Service cost	$	3	$	3	$	4	$	1	$	1	$	2
Change in benefit obligation
Interest cost	75		80		51		5		7		4
Benefit obligation at beginning of year	$	1,496	$	1,592	$	60	$	103
Expected return on plan assets	(70)		(74)		(80)		—		—		—
Service cost	2		3		—		1
Recognized net actuarial loss (gain)	32		28		49		(3)		(3)		1
Interest cost	75		75		4		5
Amortization of prior service benefit	—		—		—		(10)		(9)		(9)
Amendments	—		—		—		(2)
Settlements(2)	—		5		58		—		—		—
Actuarial losses (gains)(1)	34		(58)		(12)		(36)
Net periodic benefit cost(3)	$	40	$	42	$	82	$	(7)	$	(4)	$	(2)
Settlements	(130)		—		—		—
Benefits paid	(114)		(112)		(10)		(11)
Foreign currency translation impact	8		(4)		—		—
Benefit obligation at end of year(2)	$	1,371	$	1,496	$	42	$	60
Change in plan assets(2)
Fair value of plan assets at beginning of year	$	886	$	925	$	—	$	—
Actual return (loss) on plan assets	104		(8)		—		—
Employer contributions	70		79		—		—
Benefits paid	(99)		(95)		—		—
Administrative expenses	(12)		(12)		—		—
Settlement payments	(131)		—		—		—
Foreign currency translation impact	7		(3)		—		—
Fair value of plan assets at end of year(2)	$	825	$	886	$	—	$	—
Funded status	$	(546)	$	(610)	$	(42)	$	(60)
Amounts recognized in the Consolidated Balance Sheet consist of:
Noncurrent assets	$	15	$	31	$	—	$	—
Current liabilities	(16)		(16)		(4)		(6)
Noncurrent liabilities	(545)		(625)		(38)		(54)
Net amount recognized	$	(546)	$	(610)	$	(42)	$	(60)
Amounts recognized in Accumulated Other Comprehensive Loss consist of:
Net actuarial loss (gain)	$	848	$	956	$	(63)	$	(59)
Prior service cost (benefit)	—		2		(23)		(33)
Net amount recognized, before tax effect	$	848	$	958	$	(86)	$	(92)
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Loss consist of:
Net actuarial cost (benefit)	$	12	$	28	$	(12)	$	(36)
Amortization of accumulated net actuarial (loss) benefit	(120)		(32)		8		3
Prior service benefit	(2)		—		—		(2)
Amortization of prior service benefit	—		—		10		10
Net amount recognized, before tax effect	$	(110)	$	(4)	$	6	$	(25)

(1)InAs ~~2024~~of December 31, ~~2023~~2025, ~~and~~the ~~2022,~~actuarial ~~net~~losses ~~periodic~~impacting the benefit ~~cost~~obligation ~~for~~were ~~U.S.~~primarily ~~pension~~due ~~plans~~to ~~was~~changes ~~$40~~in the discount rate. At December 31, ~~$40~~2024, ~~and~~the ~~$79~~actuarial gains impacting the benefit obligation were primarily due to changes in the discount rate, ~~respectively~~partially offset by asset returns being lower than expected.

(2)In 2023, settlements were related to U.S. and Canadian actions including an annuity buyout and lump sum benefit payments. In 2022, settlements were related to U.S. and U.K. lump sum benefit payments. 59

~~(3)Service~~Table ~~cost was included within Cost~~ of goods sold and Selling, general administrative, and other expenses; settlements were included in Restructuring and other charges; all other cost components were recorded in Other expense, net in the Statement of Consolidated Operations.Contents

(2)As of December 31, 2025, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $1,346, $809, and $(537), respectively. As of December 31, 2024, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $1,356, $739, and $(617), respectively.

Pension Plan Benefit Obligations


	Pension benefits
	2025		2024
The projected benefit obligation and accumulated benefit obligation for all defined benefit pension plans were as follows:
Projected benefit obligation	$	1,371	$	1,496
Accumulated benefit obligation	1,369		1,495
The aggregate projected benefit obligation and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets were as follows:
Projected benefit obligation	1,370		1,380
Fair value of plan assets	809		739
The aggregate accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were as follows:
Accumulated benefit obligation	1,368		1,379
Fair value of plan assets	809		739

Components of Net Periodic Benefit Cost


	Pension benefits(1)						Other postretirement benefits
For the year ended December 31,	2025		2024		2023		2025		2024		2023
Service cost	$	2	$	3	$	3	$	—	$	1	$	1
Interest cost	75		75		80		4		5		7
Expected return on plan assets	(66)		(70)		(74)		—		—		—
Recognized net actuarial loss (gain)	31		32		28		(8)		(3)		(3)
Amortization of prior service benefit	—		—		—		(9)		(10)		(9)
Settlements(2)	88		—		5		—		—		—
Curtailment(3)	1		—		—		—		—		—

Net periodic benefit cost(4)	$	131	$	40	$	42	$	(13)	$	(7)	$	(4)

(1)In 2025, 2024, and 2023, net periodic benefit cost for U.S. pension plans was $42, $40, and $40, respectively.

(2)In 2025, settlements were related to U.K. and Canadian actions including an annuity buyout and lump sum benefit payments. In 2023, settlements were related to U.S. and Canadian actions including an annuity buyout and lump sum benefit payments.

(3)In 2025, curtailment was due to plan termination.

(4)Service cost was included within Cost of goods sold and Selling, general administrative, and other expenses; settlements and curtailment were included in Restructuring and other charges; all other cost components were recorded in Other expense, net in the Statement of Consolidated Operations.

Assumptions

December 31,	2024		2023
Discount rate	5.60	%	5.10	%
Cash balance plan interest crediting rate	3.00	%	3.00	%

Liabilities and expenses for pension benefits are determined using actuarial methodologies and incorporate significant assumptions, including the discount rate, the expected long-term rate of return on plan assets (“EROA”), and several assumptions relating to the employee workforce (rates of retirement, termination, and mortality by age). Liabilities and expenses for other postretirement benefits are determined using similar actuarial methodologies and assumptions, including discount rate and several assumptions relating to the employee workforce (rates of retirement, mortality by age, and health care cost trend rates).

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Weighted average assumptions used to determine benefit obligations for pension and other postretirement benefit plans were as follows:


December 31,	2025		2024
Discount rate	5.30	%	5.60	%

Cash balance plan interest crediting rate	3.00	%	3.00	%

The U.S. discount rate is determined using a Company-specific yield curve model (above-median) developed with the assistance of an external actuary, while both the U.K. and Canada utilize models developed internally by their respective actuary. The cash flows of the plans’ projected benefit obligations are discounted using a single equivalent rate derived from yields on high quality corporate bonds, which represent a broad diversification of issuers in various sectors, including finance and banking, industrials, transportation, and utilities, among others. The yield curve models parallel the plans’ projected cash flows, which have a global average duration of 9 years. The underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company’s plans’ obligations multiple times.

Benefit accruals for future compensation under the Company’s major salaried and non-bargained hourly defined benefit pension plans have ceased. The rate of compensation increase no longer impacts the determination of the benefit obligation.

Weighted average assumptions used to determine net periodic benefit cost for pension and other postretirement benefit plans were as follows:


	2025		2024		2023
Discount rate to calculate service cost(1)	5.60	%	5.10	%	5.50	%
Discount rate to calculate interest cost(1)	5.30	%	4.90	%	5.30	%
Expected long-term rate of return on plan assets	7.00	%	6.70	%	6.70	%

Cash balance plan interest crediting rate	3.00	%	3.00	%	3.00	%

(1)In all periods presented, the respective global discount rates were used to determine net periodic benefit cost for most pension plans for the full annual period. The discount rates for certain plans were updated during 2025, 2024, and 2023 to reflect the remeasurement of these plans due to amendments, settlements, and/or curtailments. The weighted-average rates reflecting these remeasurements does not significantly differ from the rates presented.

The EROA is generally applied to a five-year market-related value of plan assets. The process used by management to develop this assumption is one that relies on a combination of historical asset return information and forward-looking returns by asset class. As it relates to historical asset return information, management focuses on various historical moving averages when developing this assumption. While consideration is given to recent performance and historical returns, the assumption represents a long-term, prospective return. Management also incorporates expected future returns on current and planned asset allocations using information from various external investment managers and consultants, as well as management’s own judgment.

For 2026, management anticipates that approximately 7% will continue to be the expected long-term rate of return for global plan assets. EROA assumptions are developed by country. Annual changes in the weighted average EROA are impacted by the relative size of the assets by country.

Mortality rate assumptions are based on mortality tables and future improvement scales published by third parties, such as the Society of Actuaries, and consider other available information including historical data as well as studies and publications from reputable sources.

For 2025, 2024, and 2023, the U.S. expected long-term rate of return used by management was based on the prevailing and planned strategic asset allocations, as well as estimates of future returns by asset class. These rates were within the respective range of the 20-year moving average of actual performance and the expected future returns developed by asset class.

Assumed health care cost trend rates for U.S. other postretirement benefit plans were as follows:


	2025		2024		2023
Health care cost trend rate assumed for next year	5.50	%	5.50	%	5.50	%
Rate to which the cost trend rate gradually declines	4.50	%	4.50	%	4.50	%
Year that the rate reaches the rate at which it is assumed to remain	2028		2027		2026

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	2024		2023		2022
Discount rate to calculate service cost(1)	5.10	%	5.50	%	2.80	%
Discount rate to calculate interest cost(1)	4.90	%	5.30	%	2.50	%
Expected long-term rate of return on plan assets	6.70	%	6.70	%	6.70	%
Cash balance plan interest crediting rate	3.00	%	3.00	%	3.00	%

The assumed health care cost trend rate is used to measure the expected cost of gross eligible charges covered by Howmet’s other postretirement benefit plans. For 2026, a 5.50% trend rate will be used, reflecting management’s best estimate of the change in future health care costs covered by the plans. The plans’ actual annual health care cost trend experience over the past three years has ranged from (0.40)% to 12.40%. Management’s best estimate considering actual and expected annual health care costs is to maintain the 5.50% trend rate as indicative of expected increases for future health care costs over the long-term.

(1)In all periods presented, the respective global discount rates were used to determine net periodic benefit cost for most pension plans for the full annual period. The discount rates for certain plans were updated during 2024, 2023, and 2022 to reflect the remeasurement of these plans due to amendments, settlements, and/or curtailments. The weighted-average rates reflecting these remeasurements does not significantly differ from the rates presented.

The expected long-term rate of return on plan assets (“EROA”) is generally applied to a five-year market-related value of plan assets. The process used by management to develop this assumption is one that relies on a combination of historical asset return information and forward-looking returns by asset class. As it relates to historical asset return information, management focuses on various historical moving averages when developing this assumption. While consideration is given to recent performance and historical returns, the assumption represents a long-term, prospective return. Management also incorporates expected future returns on current and planned asset allocations using information from various external investment managers and consultants, as well as management’s own judgment.

For 2025, management anticipates that approximately 7% will continue to be the expected long-term rate of return for global plan assets. EROA assumptions are developed by country. Annual changes in the weighted average EROA are impacted by the relative size of the assets by country.

For 2024, 2023, and 2022, the U.S. expected long-term rate of return used by management was based on the prevailing and planned strategic asset allocations, as well as estimates of future returns by asset class. These rates were within the respective range of the 20-year moving average of actual performance and the expected future returns developed by asset class.

	2024		2023		2022
Health care cost trend rate assumed for next year	5.50	%	5.50	%	5.50	%
Rate to which the cost trend rate gradually declines	4.50	%	4.50	%	4.50	%
Year that the rate reaches the rate at which it is assumed to remain	2027		2026		2025

The assumed health care cost trend rate is used to measure the expected cost of gross eligible charges covered by Howmet’s other postretirement benefit plans. For 2025, a 5.50% trend rate will be used, reflecting management’s best estimate of the change in future health care costs covered by the plans. The plans’ actual annual health care cost trend experience over the past three years has ranged from (0.40)% to 1.50%. Management’s best estimate considering actual and expected annual health care costs is to maintain the 5.50% trend rate as indicative of expected increases for future health care costs over the long-term.

Plan Assets

Howmet’s pension plans’ investment policy as of December 31, 2025 by asset class, were as follows:

Asset class

Policy range(1)

Equities

20–55%

Fixed income

25–55%

Other investments

15–35%

(1)Policy range is for U.S. plan assets only, as both the U.K. and Canadian asset investment allocations are controlled by a third-party trustee with input from Howmet.

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The principal objectives underlying the investment of the pension plans’ assets are to ensure that Howmet can properly fund benefit obligations as they become due under a broad range of potential economic and financial scenarios, maximize the long-term investment return with an acceptable level of risk based on such obligations, and broadly diversify investments across and within various asset classes to protect asset values against adverse movements. Specific objectives for long-term investment strategy include reducing the volatility of pension assets relative to pension liabilities and attaining and maintaining a sufficiently funded status. The use of derivative instruments is permitted where appropriate and necessary for achieving overall investment policy objectives. The investment strategy uses long duration bonds and derivative instruments to offset a portion of the interest rate sensitivity of U.S. pension liabilities. Exposure to broad equity risk is decreased and diversified through investments in hedge funds, private equity, private credit, private real estate, high-yield bonds, global and emerging market debt, and global and emerging market equities. Investments are further diversified by strategy, asset class, geography, and sector to enhance returns and mitigate downside risk. A large number of external investment managers are used to gain broad exposure to the financial markets and to mitigate manager-concentration risk.

Investment practices comply with the requirements of the Employee Retirement Income Security Act (“ERISA”) and other applicable laws and regulations.

The following section describes the valuation methodologies used to measure the fair value of pension plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified (See Note R for the definition of fair value and a description of the fair value hierarchy).

Equities. These securities consist of: (i) direct investments in the stock of publicly traded U.S. and non-U.S. companies that are valued based on the closing price reported in an active market on which the individual securities are traded (generally classified in Level 1); (ii) the plans’ share of commingled funds that are invested in the stock of publicly traded companies and are valued at the net asset value of shares held at December 31 (included in Level 1 and Level 2); and (iii) direct investments in long/short equity hedge funds and private equity (limited partnerships and venture capital partnerships) that are valued at net asset value.

Fixed income. These securities consist of: (i) U.S. government debt that are generally valued using quoted prices (included in Level 1); (ii) cash and cash equivalents invested in publicly-traded funds and are valued based on the closing price reported in an active market on which the individual securities are traded (generally classified in Level 1); (iii) publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds and debentures) and are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data (included in Level 2); (iv) fixed income derivatives that are generally valued using industry standard models with market-based observable inputs (included in Level 2); and (v) cash and cash equivalents invested in institutional funds and are valued at net asset value.

Other investments. These investments include, among others: (i) real estate investment trusts that are valued based on the quoted prices and other observable market data (included in Level 2) and (ii) direct investments of discretionary and systematic macro hedge funds and private real estate (includes limited partnerships) that are valued at net asset value.

The fair value methods described above may not be indicative of net realizable value or reflective of future fair values. Additionally, while Howmet believes the valuation methods used by the plans’ trustees are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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The following table presents the fair value of pension plan assets classified under the appropriate level of the fair value hierarchy or net asset value:

December 31, 2024	Level 1		Level 2		Net Asset Value		Total
December 31, 2025	Level 1		Level 2		Net Asset Value		Total
Equities:
Equity securities	$	12	$	~~130~~224	$	~~300~~207	$	~~431~~433
Long/short equity hedge funds	—		—		2017		2017
Private equity	—		—		~~112~~101		~~112~~101
	$	12	$	~~130~~224	$	~~432~~325	$	~~563~~551
Fixed income:
Intermediate and long duration government/credit	$	71127	$	572	$	—	$	~~128~~129
Other	181		6678		—		8479
	$	89128	$	~~123~~80	$	—	$	~~212~~208
Other investments:
Real estate	$	—	$	1—	$	5432	$	5532
Discretionary and systematic macro hedge funds	—		—		4030		4030
Other	—		—		5		5
	$	—	$	—	$	62	$	62
	$	—	$	1	$	99	$	100
Net plan assets(1)	$	130	$	304	$	387	$	821
Net plan assets(1)	$	90	$	254	$	531	$	875

December 31, 2023	Level 1		Level 2		Net Asset Value		Total
December 31, 2024	Level 1		Level 2		Net Asset Value		Total
Equities:
Equity securities	$	—1	$	85130	$	~~225~~300	$	~~310~~431
Long/short equity hedge funds	—		—		1820		1820
Private equity	—		—		~~108~~112		~~108~~112
	$	—1	$	85130	$	~~351~~432	$	~~436~~563
Fixed income:
Intermediate and long duration government/credit	$	~~199~~71	$	~~151~~57	$	—	$	~~350~~128
Other	618		6366		—		6984
	$	~~205~~89	$	~~214~~123	$	—	$	~~419~~212
Other investments:
Real estate	$	—	$	51	$	6854	$	7355
Discretionary and systematic macro hedge funds	—		—		2940		2940
Other	—		—		35		35
	$	—	$	51	$	~~100~~99	$	~~105~~100
Net plan assets(2)	$	~~205~~90	$	~~304~~254	$	~~451~~531	$	~~960~~875

(1)As of December 31, ~~2024~~2025, the total fair value of pension plans’ assets excludes a net receivable of $114, which represents securities purchased and sold but not yet settled plus interest and dividends earned on various investments.

(2)As of December 31, ~~2023~~2024, the total fair value of pension plans’ assets excludes a net ~~payable~~receivable of $3511, which represents securities purchased and sold but not yet settled ~~offset~~plus by interest and dividends earned on various investments.

Funding and Cash Flows

It is Howmet’s policy to fund amounts for pension plans sufficient to meet the minimum requirements set forth in the benefits laws and tax laws of the applicable country. Periodically, Howmet contributes additional amounts as deemed appropriate. In ~~2024~~2025 and ~~2023~~2024, cash contributions to Howmet’s pension plans were $7970 and $3679, respectively.

The contributions to the Company’s pension plans in ~~2025~~2026 are estimated to be $60 (all of which ~~$44~~ is for U.S. plans).

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Benefit payments expected to be paid to pension and other postretirement benefit plans’ participants utilizing the current assumptions outlined above are as follows:

For the year ended December 31,	Pensionbenefits		Other post-retirementbenefits
2025	$	138	$	6
2026	$	119	$	5
2026	133		6
2027	117		5
2027	131		6
2028	117		4
2028	131		6
2029	115		4
2029	126		6
2030	119		4
2030 - 2034	576		26
2031 - 2035	541		18
Total	$	1,~~235~~128	$	5640

Defined Contribution Plans

Howmet sponsors savings and investment plans in various countries, primarily in the U.S. Howmet’s contributions and expenses related to these plans were $92104, $8292, and $7682 in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. U.S. employees may contribute a portion of their compensation to the plans, and Howmet matches a portion of these contributions in equivalent form of the investments elected by the employee. Additionally, for certain U.S. employees, Howmet makes a contribution of either a percentage of applicable eligible compensation or per hour worked. Contributions are made to the plans in accordance with plan documents.

H. Income Taxes

The components of income before income taxes were as follows:

For the year ended December 31,

~~2024~~2025

~~2023~~2024

~~2022~~2023

United States

~~901~~1,374

~~538~~901

~~287~~538

Foreign

~~482~~466

~~437~~482

~~319~~437

Total

1,~~383~~840

~~975~~1,383

~~606~~975

The provision for income taxes consisted of the following:


For the year ended December 31,	2025		2024		2023
Current:
Federal(1)	$	181	$	70	$	5
Foreign	116		98		94
State and local	18		4		2
	315		172		101
Deferred:
Federal	34		43		92
Foreign	(15)		17		16
State and local	(2)		(4)		1
	17		56		109
Total	$	332	$	228	$	210

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For the year ended December 31,	2024		2023		2022
Current:
Federal(1)	$	70	$	5	$	3
Foreign	98		94		53
State and local	4		2		—
	172		101		56
Deferred:
Federal	43		92		71
Foreign	17		16		5
State and local	(4)		1		5
	56		109		81
Total	$	228	$	210	$	137

(1)Federal includes U.S. taxes related to foreign income.

A reconciliation of the U.S. federal statutory rate to Howmet’s effective tax rate was as follows (the effective tax rate for 2024, 2023, and 2022 was a provision on income):

For the year ended December 31,	2024		2023		2022
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
Foreign tax rate differential	0.7		(0.1)		0.1
U.S. and residual tax on foreign earnings(1)	(0.6)		0.6		1.2
U.S. state and local taxes, net of federal income tax effect	1.0		0.7		0.5
Non-deductible officer compensation	0.7		0.7		1.2
Tax holidays	(0.4)		(0.4)		(0.5)
Tax credits(2)	(5.1)		(0.7)		(0.9)
Changes in valuation allowances	(0.6)		(1.1)		1.4
Changes in uncertain tax positions(3)	—		2.1		—
Excess benefit for stock compensation	(0.7)		(0.8)		(0.8)
Other	0.5		(0.5)		(0.6)
Effective tax rate	16.5	%	21.5	%	22.6	%

(1)It is Howmet’s policy to treat taxes due from future inclusions in U.S. taxable income related to GILTI as a current period expense when incurred.

(2)In 2024, the Company completed an R&D study, and as a result recorded a discrete tax benefit for $42 of prior year federal R&D credits approved under audit by the U.S. Internal Revenue Service and $8 of prior year state R&D credits. The Company also recorded a tax benefit for federal and state R&D credits earned during the current year of $13 and $3, respectively.

(3)In 2023, the Company recorded an income tax reserve of $21 related to an uncertain French tax position.

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	2024				2023
December 31,	Deferredtaxassets		Deferredtaxliabilities		Deferredtaxassets		Deferredtaxliabilities
Depreciation	$	8	$	529	$	8	$	510
R&D capitalization	73		—		24		—
Employee benefits	232		9		240		4
Loss provisions	11		2		28		1
Deferred income/expense	46		293		32		1,210
Interest	6		—		32		—
Tax loss carryforwards	1,941		—		2,905		—
Tax credit carryforwards	110		—		216		—
Other	5		8		10		4
	$	2,432	$	841	$	3,495	$	1,729
Valuation allowance	(1,705)		—		(1,821)		—
Total	$	727	$	841	$	1,674	$	1,729

A reconciliation of the U.S. federal statutory rate to Howmet’s effective tax rate, with prior years recategorized based on guidance issued by the FASB in December 2023, was as follows (the effective tax rate for 2025, 2024, and 2023 was a provision on income):

December 31, 2024	Expireswithin10 years				Expireswithin11-20 years				NoExpiration(1)			Other(2)				Total
For the year ended December 31,	2025						2024					2023
Tax loss carryforwards	$	427			$	393			$	1,121		$	—			$	1,941
	Amount		Percent				Amount		Percent			Amount		Percent
Tax credit carryforwards	94				7				9			—				110
U.S. federal statutory tax rate	$	387	21.0	%			$	290	21.0		%	$	205	21.0	%
Other(3)	—				—				345			36				381
U.S. state and local income tax, net of federal income tax effect (1)	12		0.6				1		0.1			3		0.3
Valuation allowance	(481)				(324)				(897)			(3)				(1,705)
Foreign tax effects
Total	$	40			$	76			$	578		$	33			$	727
Hungary
Statutory tax rate difference between Hungary and United States	(19)		(1.0)				(18)		(1.3)			(17)		(1.7)
Other	(1)		(0.1)				1		0.1			(3)		(0.3)
Other foreign jurisdictions	24		1.3				29		2.1			25		2.6
Effect of changes in tax laws or rates enacted in the current period	10		0.6				—		—			—		—
Effect of cross-border tax laws (2)
Foreign-derived intangible income	(38)		(2.1)				(25)		(1.8)			(13)		(1.3)
Global intangible low-taxed income	19		1.0				10		0.7			12		1.2
Other	(15)		(0.7)				(8)		(0.6)			—		—
Tax credits
Research and development tax credits (3)	(21)		(1.2)				(55)		(4.0)			(4)		(0.4)
Changes in valuation allowances
Change in valuation allowance on foreign tax credits	(8)		(0.4)				(4)		(0.3)			(14)		(1.4)
Nontaxable or nondeductible items	(20)		(1.1)				6		0.4			(2)		(0.2)
Changes in unrecognized tax benefits (4)	2		0.1				—		—			20		2.0
Other adjustments	—		—				1		0.1			(2)		(0.2)
Effective tax rate	$	332	18.0	%			$	228	16.5		%	$	210	21.5	%

(1)Primarily due to state taxes in California in all periods presented.

(2)Taxes due from future inclusions in U.S. taxable income related to GILTI are treated as current period expenses when incurred.

(3)In 2024, the Company completed an R&D study and as a result recorded a discrete tax benefit for $42 of prior year federal R&D credits approved under audit by the U.S. Internal Revenue Service and $8 of prior year state R&D credits. The Company also recorded a tax benefit for federal and state R&D credits earned during 2024 of $13 and $3, respectively. The $8 and $3 of state R&D credits are included in the U.S. state and local income tax, net of federal income tax effect row.

(4)In 2023, the Company recorded income tax reserves related to an uncertain French tax position of $20 for prior years and $1 for 2023, which is included in the Foreign tax effects, Other foreign jurisdictions row.

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Total cash paid for income taxes (net of any income tax refunds received) was as follows:


For the year ended December 31,	2025		2024		2023
U.S. Federal	$	188	$	93	$	2
U.S. State	14		7		1
Foreign:
Germany	33		28		18
France	25		11		34
China	18		10		8
Japan	9		(1)		22
Canada	6		9		6
Other	19		20		13
Total	$	312	$	177	$	104

The components of net deferred tax assets and liabilities were as follows:


	2025				2024
December 31,	Deferred tax assets		Deferred tax liabilities		Deferred tax assets		Deferred tax liabilities
Depreciation	$	4	$	550	$	8	$	529
R&D capitalization	63		—		73		—
Employee benefits	223		7		232		9
Loss provisions	14		1		11		2
Deferred income/expense	52		245		46		293

Derivatives and hedging activities	9		—		—		—
Tax loss carryforwards	1,950		—		1,941		—
Tax credit carryforwards	98		—		110		—
Other	7		7		11		8
	$	2,420	$	810	$	2,432	$	841
Valuation allowance	(1,750)		—		(1,705)		—
Total	$	670	$	810	$	727	$	841

The following table details the expiration periods of the deferred tax assets presented above:


December 31, 2025	Expires within 10 years		Expires within 11-20 years		No Expiration(1)		Other(2)		Total
Tax loss carryforwards	$	399	$	345	$	1,206	$	—	$	1,950
Tax credit carryforwards	85		6		7		—		98
Other(3)	—		—		325		47		372
Valuation allowance	(436)		(337)		(970)		(7)		(1,750)
Total	$	48	$	14	$	568	$	40	$	670

(1)Deferred tax assets with no expiration may still have annual limitations on utilization.

(2)Other represents deferred tax assets whose expiration is dependent upon the reversal of the underlying temporary difference.

(3)A substantial amount of Other deferred tax assets relates to employee benefits that will become deductible for tax purposes in jurisdictions with unlimited expiration over an extended period of time as contributions are made to employee benefit plans and payments are made to retirees.

The total deferred tax asset (net of valuation allowance) is supported by projections of future taxable income exclusive of reversing temporary differences (57%), and taxable temporary differences that reverse within the carryforward period (9593%).

It is Howmet’s policy to apply a tax law ordering approach when considering the need for a valuation allowance on net operating losses expected to offset GILTI income inclusions. Under this approach, reductions in cash tax savings are not

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~~considered~~Valuation asallowances ~~part~~are ofrecorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized. In evaluating the need for a valuation allowance, ~~assessment.~~management ~~Instead~~considers all potential sources of taxable income, including income available in carryback periods, future ~~GILTI~~reversals ~~inclusions~~of ~~are~~taxable ~~considered~~temporary adifferences, ~~source~~projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and Howmet’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that ~~support~~are not long enough to allow for the ~~realizability~~utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

It is Howmet’s ~~foreign~~policy ~~tax credits in the U.S. have a 10-year carryforward period with expirations ranging from 2025~~ to ~~2027~~apply ~~(as of December 31, 2024). Valuation allowances were initially established in prior years on~~ a ~~portion of the foreign~~ tax ~~credit~~law ~~carryforwards,~~ordering ~~primarily~~approach ~~due~~when toconsidering ~~insufficient~~the ~~foreign~~need ~~source income to allow~~ for ~~full utilization of the credits within the expiration period. Foreign tax credits of $46 and $20 expired at the end of 2024 and 2023, respectively, resulting in~~ a ~~corresponding decrease to the~~ valuation allowance. ~~Due~~on tonet anoperating ~~increase~~losses inexpected ~~foreign~~to ~~source~~offset GILTI income, ~~the~~inclusions. ~~Company~~Under ~~decreased~~this ~~the~~approach, ~~valuation~~reductions ~~allowance accordingly by an additional $4 and $14~~ in ~~2024~~cash ~~and~~tax ~~2023,~~savings ~~respectively.~~are Asnot ofconsidered ~~December 31,~~as ~~2024,~~part ~~the cumulative amount~~ of the valuation allowance ~~was $41~~assessment. ~~The~~Instead, ~~need~~future ~~for~~GILTI ~~this~~inclusions ~~valuation~~are ~~allowance~~considered ~~will be reassessed on~~ a ~~continuous~~source ~~basis~~of intaxable ~~future~~income ~~periods~~that ~~and,~~support ~~as a result,~~ the ~~allowance~~realizability ~~may~~of ~~increase~~deferred ortax ~~decrease based on changes in facts and circumstances~~assets.

~~The~~Howmet’s ~~Company~~remaining ~~recorded~~foreign atax ~~net~~credits $7in ~~decrease,~~the ~~$2 decrease, and $1 decrease to~~ U.S. ~~state~~have ~~valuation~~a ~~allowances~~10-year incarryforward ~~2024,~~period ~~2023,~~expiring ~~and~~in ~~2022, respectively~~2027. ~~After~~Valuation ~~weighing~~allowances ~~all~~were ~~available~~initially ~~positive~~established ~~and~~in ~~negative~~prior ~~evidence,~~years ~~the~~on ~~Company~~a ~~determined~~portion ~~the~~of ~~adjustments based on~~ the ~~underlying~~foreign ~~net~~tax ~~deferred~~credit ~~tax~~carryforwards, ~~assets~~primarily ~~that~~due ~~were~~to ~~more~~insufficient ~~likely~~foreign ~~than~~source ~~not~~income ~~realizable~~to ~~based~~allow onfor ~~projected~~full ~~taxable~~utilization ~~income.~~of ~~Changes~~the incredits ~~fully~~within ~~reserved~~the Uexpiration period.S. ~~state~~Foreign tax ~~losses,~~ credits of $0 and ~~other~~$45 ~~deferred~~expired ~~tax~~at ~~assets~~the ~~resulting~~end ~~from~~of ~~expirations,~~2025 ~~audit~~and ~~adjustments~~2024, ~~tax rate~~respectively, ~~and~~resulting ~~tax law changes also resulted~~ in a corresponding ~~net $30~~ decrease, ~~$49~~to ~~decrease, and $142 decrease in~~ the valuation allowance ~~in 2024, 2023, and 2022, respectively~~. ~~Valuation~~Due ~~allowances~~to ofan ~~$401~~increase ~~remain~~in ~~against~~foreign ~~state~~source ~~deferred~~income, ~~tax~~the ~~assets~~Company ~~expected~~decreased tothe ~~expire before utilization. The need for~~ valuation ~~allowances~~allowance ~~against~~accordingly ~~state~~by ~~deferred~~an ~~tax~~additional ~~assets~~$8 ~~will~~and be$4 ~~reassessed~~in on2025 aand ~~continuous~~2024, ~~basis~~respectively. inAs ~~future~~of ~~periods and~~December 31, ~~as a result~~2025, the ~~allowance~~cumulative ~~may~~amount ~~increase~~of orthe ~~decrease~~valuation ~~based~~allowance onwas ~~changes in facts and circumstances~~$34.

InThe ~~2022~~Company recorded a net $8 decrease, ~~after~~$7 decrease, and $2 decrease to U.S. state valuation allowances in 2025, 2024, and 2023, respectively. After weighing all available positive and negative evidence, the Company ~~released~~determined the adjustments based on the underlying net deferred tax assets that were more likely than not realizable based on projected taxable income. Changes in fully reserved U.S. state tax losses, credits and other deferred tax assets resulting from expirations, audit adjustments, tax rate, and tax law changes also resulted in a corresponding net $648 decrease, $30 decrease, and $49 decrease in the valuation allowance in ~~the~~2025, U2024, and 2023, respectively.K. ~~related~~Valuation allowances of $345 remain against state deferred tax assets expected to ~~interest~~expire ~~deduction~~before ~~carryforwards~~utilization. The need for valuation allowances ~~will~~against bestate ~~reassessed~~deferred bytax ~~entity~~assets ~~and~~will bybe ~~jurisdiction~~reassessed on a continuous basis in future periods and, as a result, the ~~allowances~~allowance may increase or decrease based on changes in facts and circumstances.

December 31,	2024		2023		2022
Balance at beginning of year	$	1,821	$	1,965	$	2,279
Increase to allowance	20		21		40
Release of allowance	(127)		(198)		(154)
Acquisitions, divestitures and liquidations	75		(16)		—
Tax apportionment, tax rate and tax law changes	(2)		(11)		(110)
Foreign currency translation	(82)		60		(90)
Balance at end of year	$	1,705	$	1,821	$	1,965

The need for valuation allowances will be reassessed by entity and by jurisdiction on a continuous basis in future periods and, as a result, the allowances may increase or decrease based on changes in facts and circumstances.

The following table details the changes in the valuation allowance:

December 31,

2025

2024

Filing Compare · Howmet Aerospace Inc.