Alcoa Corporation

Item 1.01 Entry into a Material Definitive Agreement. On June 30, 2026, Alcoa Corporation (“Alcoa”, or the “Company”) entered into an Umbrella Implementation Deed, (the “Deed”), dated as of June 30, 2026, to acquire South32 Limited’s (“South32”) interests in bauxite mine, alumina refinery and aluminum smelter operations (the “Sale Businesses”). Pursuant to the Deed, and subject to the terms and conditions set forth therein, certain subsidiaries of Alcoa will purchase from certain subsidiaries of South32 all of South32’s interests in the Sale Businesses (the “Transaction”). The aggregate upfront consideration consists of $3.1 billion in cash (subject to certain adjustments) and approximately 17 million shares of Alcoa common stock (which may, in part, be delivered in the form of Alcoa CHESS Depositary Interests (“CDIs”)) with an agreed value as of the execution of the Deed of approximately $1 billion (based on the 10-day volume weighted average price as of June 26, 2026 of $58.79 per share) and representing approximately 6% ownership of Alcoa’s outstanding shares post issuance (the “Share Consideration”). At least half of the Share Consideration will be distributed directly to South32’s shareholders via an in-specie distribution and the remaining Share Consideration will be salable by South32 in an orderly manner. Under the Deed, Alcoa has also agreed to pay South32 up to an aggregate $750 million in cash contingent on average alumina and aluminum prices exceeding the respective agreed strike prices for each of four successive, annual periods, commencing on July 1, 2026 (the “Contingent Value Right”). Subject to the applicable terms and conditions set forth in the Deed, all, some or none of the Contingent Value Right may be paid at the end of each of the four annual periods and will expire at the end of the fourth annual period. Closing of the Transaction is subject to the satisfaction or waiver (if applicable) of certain conditions, including approval by South32’s shareholders of the Transaction, receipt of certain required regulatory approvals and other customary closing conditions. The Transaction is expected to close in the first half of 2027. The Deed contains customary representations and warranties, covenants and indemnification obligations for transactions of this nature. In addition, the Deed provides that, (i) South32 will be required to make a payment of $41 million or $82 million, as applicable, to Alcoa if the Deed is terminated under certain specified circumstances, including due to failure to receive South32’s shareholder approval, in connection with receipt and acceptance of an unsolicited superior proposal or failure to receive certain regulatory approvals, and (ii) Alcoa will be required to make a payment of $82 million to South32 if the Deed is terminated under certain specified circumstances, including due to failure to receive certain regulatory approvals. The foregoing description of the Transaction and the Deed does not purport to be complete and is qualified in its entirety by reference to the full text of the Deed, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the Deed has been included to provide investors with information regarding its terms and is not intended to provide any factual information about Alcoa or South32. The Deed contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Deed reflect negotiations between the parties to the Deed and are not intended as statements of fact to be relied upon by Alcoa’s or South32’s stockholders or any other person. In particular, the representations, warranties, covenants and agreements in the Deed may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Deed, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Deed may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Deed, and unless required by applicable law, Alcoa undertakes no obligation to update such information. Debt Financing Alcoa has also secured fully committed financing for the Transaction as further described under Item 8.01 below.

Item 8.01 Other Events. Debt Financing In connection with entering into the Deed, on June 30, 2026, Alcoa entered into a commitment letter (the “Bridge Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment Party”), pursuant to which the Commitment Party has agreed, subject to the terms and conditions set forth therein, to provide Alcoa with certain committed financing in order to fund all or a portion of the cash consideration payable at the closing of the Transaction pursuant to the Deed and to pay related fees and expenses. The Bridge Commitment Letter provides for a senior unsecured 364-day bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $3.1 billion. The Bridge Facility is intended to be available to Alcoa to finance, together with other sources of funds, the acquisition and related fees and expenses in connection with the Transaction, in the event that Alcoa has not obtained the Permanent Financing (as defined below) on or prior to the closing of the Transaction. The Bridge Facility is subject to customary conditions precedent to funding, including the consummation of the Transaction materially in accordance with the terms of the Deed and other customary funding conditions for facilities of this type. The Bridge Facility contains customary representations, warranties, covenants and indemnification provisions for transactions of this nature. The Bridge Commitment Letter also contemplates that Alcoa will seek to obtain permanent financing in the form of senior unsecured debt securities in a public or private offering prior to the closing of the Transaction (collectively, the “Permanent Financing”). Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing as well as the proceeds of certain asset sales and certain other events. The receipt of financing by Alcoa is not a condition to Alcoa’s obligation to consummate the Transaction.