UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): January 22, 2025~~1934

~~ALCOA~~Date ~~CORPORATION~~of Report (Date of earliest event reported): February 20, 2025

~~(Exact~~ ~~Name~~Alcoa ofCorporation ~~Registrant as Specified in its Charter)~~

Delaware	1-37816	81-1789115
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania		15212-5858
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of Registrant as Specified in Its Charter)

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


Delaware	1-37816	81-1789115
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Not Applicable


201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania		15212-5858
(Address of Principal Executive Offices)		(Zip Code)

~~(Former~~Registrant’s ~~name~~Telephone ~~or former address~~Number, ifIncluding ~~changed~~Area ~~since~~Code: ~~last report~~(412) 315-2900

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

~~☐Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐~~Soliciting~~ ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐~~Pre-commencement~~ ~~communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

☐	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	~~TradingSymbol(s)~~	~~Name of each exchange on which registered~~TradingSymbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AA	New York Stock Exchange
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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January 22~~February 20, 2025, Mr. Steven W. Williams provided notice to Alcoa Corporation ~~issued~~(“Alcoa” or the “Company”) that he will not stand for re-election as a ~~press~~member ~~release~~of ~~announcing~~the ~~its~~Company’s ~~fourth~~Board ~~quarter~~of ~~and~~Directors ~~full~~(the ~~year~~“Board”) ~~2024~~at ~~financial~~the ~~results~~Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). AMr. Williams ~~copy~~has served as a director of the ~~press~~Company ~~release~~since isits ~~attached~~launch ~~hereto~~as a public company in 2016 and as ~~Exhibit~~Chairman 99of the Board since 2021.1 He will continue to serve as a director and the Chairman of the Board until the end of his term at the conclusion of the Annual Meeting (the “Effective Time”). Mr. Williams’ decision to not stand for re-election is ~~incorporated~~not bydue ~~reference~~to ~~into~~any ~~this~~disagreement ~~Item~~with 2the Board or the Company.02 Immediately upon the Effective Time, the size of the Board will be reduced to eleven directors.

~~The~~William ~~information contained in this Item 2~~F.~~02,~~ ~~including Exhibit 99.1 attached hereto~~Oplinger, ~~shall~~the beCompany’s ~~deemed~~President ~~“furnished”~~ and ~~shall~~CEO, ~~not~~said: ~~be deemed~~ “~~filed”~~Steve ~~for~~has ~~purposes~~been ofa ~~Section~~key 18part of ~~the~~transforming ~~Securities~~Alcoa ~~Exchange~~from ~~Act~~its oflaunch ~~1934,~~into asa ~~amended~~leading ~~(the~~pure ~~“Exchange Act”)~~play, orglobal ~~otherwise~~upstream ~~subject~~aluminum tocompany. ~~the~~On ~~liabilities~~behalf of ~~that~~the ~~section,~~entire ~~nor~~Board ~~shall~~of itDirectors beand ~~deemed~~all ~~incorporated~~Alcoans, bywe ~~reference~~thank ~~into~~Steve ~~any~~for ~~filing~~his ~~made~~distinguished ~~under the Securities Act of 1933~~service, ~~as amended~~leadership, orand ~~the~~valuable ~~Exchange~~contributions ~~Act,~~over ~~except~~the aspast ~~expressly~~eight ~~set forth by specific reference in such filing~~years.”

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit number		Description
99.1		Press release of Alcoa Corporation dated January 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The internet addresses in the press release attached as Exhibit 99.1 hereto are included only as inactive textual references and are not intended to be active links to the information therein. Information contained on such websites or platforms, or that can be accessed therein, do not constitute a part of this report.

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.

ALCOA CORPORATION

Date: February 21, 2025

ALCOA CORPORATION

January 22, 2025

/s/ Marissa P. Earnest

/s/ Marissa P. Earnest

Marissa P. EarnestSenior Vice President, Chief Governance Counsel and Secretary

Name: Marissa P. Earnest Title: Senior Vice President, Chief Governance Counsel and Secretary

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