Kaiser Aluminum Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

KAISER ALUMINUM CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Kaiser Aluminum Corporation (the "Company") appointed Hugh (Jack) J. Barger, III as Executive Vice President – Sales and Marketing, effective January 1, 2026, as part of the Company’s succession planning and transition of the roles and responsibilities of Blain A. Tiffany, the Company's former Executive Vice President - Sales and Marketing, in connection with Mr. Tiffany's anticipated retirement. In addition, as part of the planned succession, on January 7, 2026, the Company entered into a transition letter with Mr. Tiffany. Pursuant to the terms of the transition letter, effective January 1, 2026, Mr. Tiffany will (i) serve as the Company’s Advisor to the Chief Executive Officer and remain an employee of the Company through December 31, 2026 (the “Transition Period”), (ii) provide transition services through the Transition Period, (iii) continue to receive his base salary and participate in the Company’s incentive compensation plans with no change to his short- and long-term incentive targets, (iv) retain his outstanding equity grants under the Company’s long-term incentive programs without proration, (v) be entitled to the continuation of customary benefits and (vi) no longer participate in the Kaiser Aluminum Key Employee Severance Benefit Plan.

A copy of the transition letter between the Company and Mr. Tiffany is attached hereto as Exhibits 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.