UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 801, 2025

ALCOA CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-37816	81-1789115
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania		15212-5858
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, including area code: (412) 315-2900

Not ~~applicable~~Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 58.0701 SubmissionOther of Matters to a Vote of Security HoldersEvents.

On ~~May~~July 81, 2025, Alcoa Corporation (“Alcoa” or the “Company”) ~~held~~issued a press release announcing the closing of the Company's sale of its ~~2025~~full ~~Annual~~ownership ~~Meeting~~interest of ~~Stockholders~~25.1% (in the Ma’aden joint venture to Saudi Arabian Mining Company (“~~Annual~~Ma’aden”), ~~Meeting~~pursuant to a binding share purchase and subscription agreement (the “Agreement”). ~~Set~~Alcoa ~~forth~~received ~~below~~proceeds ~~are~~of ~~the~~approximately ~~final~~86 ~~voting~~million ~~results~~shares of Ma’aden (valued at approximately $1.2 billion) and $150 million in cash (to be used primarily for ~~each~~related taxes and transaction costs) and expects to record a gain of approximately $780 million in other income in the ~~matters~~third ~~submitted~~quarter of 2025. Pursuant to the terms of the Agreement, Alcoa will hold its Ma’aden shares for a ~~vote~~minimum of three years and can sell one-third of the ~~stockholders~~shares atafter each of the ~~Annual~~third, ~~Meeting~~fourth and fifth anniversaries of closing of the transaction (the “holding period”). During the holding period, Alcoa is permitted, under certain conditions, to hedge and borrow against its Ma’aden shares. Under certain circumstances, such minimum holding period can be reduced.

~~Item~~A 1.copy ~~The 11 director nominees nominated by the Alcoa Board~~ of ~~Directors (~~the ~~“Board”)~~press ~~for~~release ~~election~~is toattached ~~the~~hereto ~~Board~~as ~~were~~Exhibit ~~elected,~~99.1 ~~each~~and ~~for~~is aincorporated ~~one-year~~by ~~term,~~reference ~~based~~into ~~upon~~this ~~the~~Item ~~following~~8.01. ~~votes:~~

Nominee	For	Against	Abstentions	Broker Non-Votes
John A. Bevan	192,279,697	439,569	168,589	15,733,397
Mary Anne Citrino	184,059,293	8,662,163	166,399	15,733,397
Alistair Field	192,264,197	431,330	192,328	15,733,397
Pasquale (Pat) Fiore	192,361,005	352,056	174,794	15,733,397
Thomas J. Gorman	184,411,144	8,305,660	171,051	15,733,397
James A. Hughes	186,021,941	6,688,126	177,788	15,733,397
Roberto O. Marques	191,239,996	1,466,962	180,897	15,733,397
William F. Oplinger	192,381,427	334,068	172,360	15,733,397
Carol L. Roberts	190,871,688	1,848,112	168,055	15,733,397
Jackson (Jackie) P. Roberts	190,991,670	1,717,971	178,214	15,733,397
Ernesto Zedillo	185,873,742	6,836,557	177,556	15,733,397

Item 9.01 Financial Statements and Exhibits.

~~Item~~(d) 2Exhibits. ~~The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2025 was approved based upon the following votes:~~

For	Against	Abstentions	Broker Non-Votes
Exhibit number	Description
207,670,309	714,923	236,020	0
99.1	Press release of Alcoa Corporation dated July 1, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~The 3internet addresses in the press release attached as Exhibit 99.1 ~~The~~hereto ~~proposal~~are included only as inactive textual references and are not intended to ~~approve,~~be active links to the information therein. Information contained on ansuch ~~advisory~~websites ~~basis~~or platforms, ~~Alcoa’s~~or ~~2024~~that ~~named~~can ~~executive~~be ~~officer~~accessed ~~compensation~~therein, ~~was~~do ~~approved~~not ~~based~~constitute ~~upon~~a ~~the~~part ~~following~~of ~~votes:~~this report.

For		Against		Abstentions		Broker Non-Votes
169,751,477		16,995,445		6,140,933		15,733,397

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		ALCOA CORPORATION

Date:	July 1, 2025	By:	/s/ Marissa P. Earnest
			Marissa P. Earnest Senior Vice President, Chief Governance Counsel and Secretary

			ALCOA CORPORATION
Date:	May 13, 2025	By:	/s/ Marissa P. Earnest
			Marissa P. EarnestSenior Vice President, Chief Governance Counsel and Secretary

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