UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On July 16, 2025, Century Aluminum Company (the “Company”) announced its intention to offer, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), up to $400,000,000 aggregate principal amount of senior secured notes due 2032 (the “New Secured Notes”). Additionally on July 16, 2025, the Company announced that it had priced the offering of the New Secured Notes. A copy of the press releases announcing the offering and the results of the pricing of the New Secured Notes are attached hereto as Exhibits 99.1 and 99.2, respectively.
The New Secured Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and with respect to the New Secured Notes to certain persons in offshore transactions in reliance on Regulation S. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the New Secured Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The information provided pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release of Century Aluminum Company dated July 16, 2025 |
| 99.2 | Press Release of Century Aluminum Company dated July 16, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CENTURY ALUMINUM COMPANY | |||
| Date: July 17, 2025 | By: | /s/ John DeZee | |
| Name: | John DeZee | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||