Alcoa Corp — 10-Q exhibit

AMENDMENT NO. 4 dated as of July 14, 2026 (this “Agreement”) to the Revolving Credit Agreement dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020, as amended as of June 24, 2020, as amended as of March 4, 2021, as amended and restated as of June 27, 2022, as amended on January 17, 2024, as amended on August 4, 2025 and as amended on May 4, 2026 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Borrower”), the several banks and other financial institutions or entities from time to time party as Lenders and Issuers thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement, except as otherwise expressly set forth herein.

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth herein;

WHEREAS, the Lenders and Issuers party hereto (which constitute the Required Lenders (as such term is defined in the Existing Credit Agreement)) and the Administrative Agent are willing, subject to the terms and conditions set forth below, to amend the Existing Credit Agreement on the terms set forth herein (the Existing Credit Agreement, as so amended, is referred to as the “Amended Credit Agreement”);

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

(g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity or that enables or permits (with all applicable grace periods in respect of such event or condition under the documentation representing such Material Indebtedness having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable counterparty, to cause such Material Indebtedness to become due, or to terminate such Material Indebtedness or require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale, transfer or other disposition of the assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (ii) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under Section 6.01 (Indebtedness; Certain Equity Securities), (iii) (a) any repurchase, prepayment, defeasance or redemption, or any offer therefor, of any Indebtedness of any Person acquired by Holdings, the Borrower or any Restricted Subsidiary, required to be made solely as a result of a “change of control” of such Person as a result of the consummation of such acquisition and (b) any mandatory prepayment or termination of commitments in respect of any bridge or other interim credit facility or term loan facility, in each case, required to be made with the proceeds of any other Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary or the proceeds of any dispositions of assets of, or issuance of equity interests by, Holdings, the Borrower or any Restricted Subsidiary (in the case of subclauses (iii)(a) and (b) so long as any such Indebtedness is repurchased, prepaid or redeemed or terminated in accordance with and as required by the terms of such Indebtedness) or (iv) any repurchase, repayment, defeasance or redemption, or any offer therefor, of any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary incurred to finance, in whole or in part, an acquisition and any related transactions required to be made pursuant to a “special mandatory redemption” provision (or other similar provision) as a result of such acquisition not having been consummated (so long as any such Indebtedness is repurchased, prepaid or redeemed or terminated in accordance with and as required by the terms of such Indebtedness);

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

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