Alcoa Corp — Form 8-K

On September 23, 2026, Alumina Pty Ltd (Issuer) and Alcoa Corporation (Company) issued $1.5 billion aggregate principal amount of 6.625% Senior Unsecured Notes due September 30, 2034, pursuant to an indenture with BNY Mellon Trust Company as trustee. The notes finance the Company's proposed acquisition of South32 Limited's bauxite, alumina, and aluminum operations. The indenture includes a Special Mandatory Redemption provision: if the acquisition is not completed by June 29, 2027 (or a later date if the Deed is amended), or if the Deed is terminated before completion, the Company must redeem all outstanding notes at 100% of principal plus accrued interest within 30 days. Subsidiary guarantors provide full guarantees. The notes are subject to customary covenants including limitations on liens, sale-leaseback transactions, and change-of-control offers (101% repurchase at occurrence of rating downgrade below investment grade).