{"url_path":"/sec/aa/8-k/2026-07-02/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 ****Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1675149/0000950103-26-010155-index.html","accession_number":"0000950103-26-010155","cik":"0001675149","ticker":"AA","issuer_name":"Alcoa Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1675149/0000950103-26-010155-index.html","primary_entity_key":"0001675149","primary_entity_name":"Alcoa Corp"},"word_count":1670,"has_tables":true,"body_markdown":"**Item 9.01****Financial Statements and Exhibits.**\n\n \n\n(d) Exhibits\n\n \n\n**Exhibit**\n\n**Number**\n\n \n**Description**\n\n \n \n\n[2.1*†](dp249367_ex0201.htm)\n \n[Umbrella Implementation Deed, dated as of June 30, 2026, by and among, *inter alios*, Alcoa Corporation and South32 Limited](dp249367_ex0201.htm)\n\n \n \n\n104\n \nCover Page Interactive Data File, formatted in inline XBRL.\n\n \n\n*\nCertain schedules and exhibits\nhave been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alcoa agrees to furnish supplementally to the U.S. Securities and\nExchange Commission (the “SEC”) a copy of any omitted schedule or exhibit upon request.\n\n†\nPortions of this exhibit have been redacted pursuant to Item 601(b)(2)\nof Regulation S-K. Alcoa agrees to furnish supplementally to the SEC an unredacted copy of the exhibit upon request.\n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains statements\nthat relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities\nLitigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,”\n“anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,”\n“expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,”\n“plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,”\n“targets,” “will,” “working,” “would,” or other words of similar meaning. All statements\nby Alcoa that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking\nstatements, including, without limitation, statements regarding the proposed Transaction; the ability of the parties to complete the proposed\nTransaction on the expected timeline or at all considering the closing conditions; the expected benefits of the proposed Transaction,\nincluding the anticipated synergies and earnings per share and free cash flow accretion; the competitive ability and position following\ncompletion of the proposed Transaction; the ability to complete any proposed debt financing in connection with the proposed Transaction;\nforecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts\nof future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental,\nsocial and governance matters); statements about strategies, outlook, and business and financial prospects (including related to production\nand shipments); and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are\nbased on Alcoa’s perception of historical trends, current conditions, and expected future developments, as well as other factors\nthat management believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and\nare subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes\nthat the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these\nexpectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking\nstatements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) the non-satisfaction\nor non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed Transaction; (b) the prohibition or delay\nof the consummation of the proposed Transaction by a governmental entity; (c) the risk that the proposed Transaction may not be completed\nin the expected time frame or at all; (d) unexpected costs, charges or expenses resulting from the proposed Transaction; (e) uncertainty\nof the expected financial performance following completion of the proposed Transaction; (f) uncertainty of any contingent payment required\nto be made in connection with the proposed Transaction following completion; (g) failure to realize the anticipated benefits of the proposed\nTransaction; (h) the occurrence of any event that could give rise to termination of the proposed Transaction; (i) potential litigation\nin connection with the proposed Transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated\nTransaction or result in significant costs of defense, indemnification and liability; (j) the impact of global economic conditions on\nthe aluminum industry and aluminum end-use markets; (k) volatility and declines in aluminum and alumina demand and pricing, including\nglobal, regional, and product-specific prices, or significant changes in production costs which are linked to the London Metal Exchange\n(LME) or other commodities; (l) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (m)\ncompetitive and complex conditions in global markets; (n) our ability to obtain, maintain, or renew permits or approvals necessary for\nour mining operations; (o) rising energy costs and interruptions or uncertainty in energy supplies; (p) unfavorable changes in the cost,\nquality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (q) economic, political, and social\nconditions, including the impact\n\n \n\n \n\n \n\nof trade policies, tariffs, and adverse\nindustry publicity; (r) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations,\nor policies; (s) changes in tax laws or exposure to additional tax liabilities; (t) climate change, climate change legislation or regulations,\nand efforts to reduce emissions and build operational resilience to extreme weather conditions; (u) disruptions in the global economy\ncaused by ongoing regional conflicts and wars; (v) fluctuations in foreign currency exchange rates and interest rates, inflation and\nother economic factors in the countries in which we operate; (w) global competition within and beyond the aluminum industry; (x) our\nability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (y) claims, costs,\nand liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we\noperate; (z) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances\nor other damage; (aa) dilution of the ownership position of the Company’s stockholders (including as a result of the proposed Transaction),\nprice volatility, and other impacts on the price of Alcoa common stock by the secondary listing of the Alcoa common stock on the Australian\nSecurities Exchange; (bb) our ability to obtain or maintain adequate insurance coverage; (cc) our ability to execute on our strategy\nto reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives\nrelating to our portfolio, capital investments, and developing technologies; (dd) our ability to integrate and achieve intended results\nfrom joint ventures, other strategic alliances, and strategic business transactions; (ee) significant declines in the market value of\nour marketable securities; (ff) our ability to fund capital expenditures; (gg) deterioration in our credit profile or increases in interest\nrates; (hh) impacts on our current and future operations due to our indebtedness and our ability to reduce indebtedness; (ii) our ability\nto continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (jj)\ncyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (kk) labor market\nconditions, union disputes and other employee relations issues; and (ll) the other risk factors discussed in Alcoa’s Annual Report\non Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by Alcoa with the Securities and Exchange Commission\n(“SEC”). Certain illustrative pro forma information included in certain investor materials may differ materially from pro\nforma information included in SEC filings, including the Registration Statement (as defined below). Alcoa cautions readers not to place\nundue reliance upon any such forward-looking statements, which speak only as of the date they are made. These risks, as well as other\nrisks associated with the proposed Transaction, will be more fully discussed in the Registration Statement. Alcoa disclaims any obligation\nto update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required\nby applicable law. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking\nstatements.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K is for\ninformational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or\nthe solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction.\n\n \n\n**Additional Information and Where\nto Find It**\n\n \n\nThis Current Report on Form 8-K relates\nto the proposed Transaction. In connection with the proposed Transaction, Alcoa plans to file with the SEC relevant materials, including\na registration statement on Form S-4 that will include a prospectus of Alcoa (including documents incorporated by reference therein,\nthe “Registration Statement”). This Current Report on Form 8-K is not a substitute for the Registration Statement or any\nother document that Alcoa may file with the SEC in connection with the proposed Transaction. Before making any investment decision, Alcoa’s\ninvestors and stockholders are urged to read the Registration Statement and all relevant documents filed or to be filed with the SEC,\nas well as any amendments or supplements to those documents, when they become available, because they will contain important information\nabout Alcoa and the proposed Transaction.\n\n \n\nAlcoa’s investors and stockholders\nwill be able to obtain a free copy of the Registration Statement, as well as other filings containing information about Alcoa, free of\ncharge, at the SEC’s website (www.sec.gov). Copies of the Registration Statement and other documents filed by Alcoa with the SEC\nmay be obtained, without charge, by contacting Alcoa through its website at https://investors.alcoa.com/.\n\n \n\n \n\n \n\nThe internet addresses in this Current\nReport on Form 8-K are included only as inactive textual references and are not intended to be active links to the information therein.\nInformation contained on such websites or platforms, or that can be accessed therein, do not constitute a part of this Current Report\non Form 8-K.\n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the\nSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly\nauthorized.\n\n \n\nDate: July 2, 2026\n \n \n \n**ALCOA CORPORATION**\n \n \n\n \n \n \n \n \n\n \n \n \n \nBy:\n \n /s/ Andrew Hastings\n \n \n\n \n \n \n \n \n \n\nName: Andrew Hastings\n\nTitle: Executive Vice President\nand General Counsel"}