Table of Contents

Management report	Page
Introduction
Company overview	3
History and development of the Company	3
Cautionary statement regarding forward-looking statements	6
Key transactions and events in 2025	7
Sustainable development highlights	8
Risk factors and control	9
Business overview
Business strategy	24
Research and development	29
Products	31
Sustainable development	34
Raw materials and energy	42
Sales and marketing	43
Intellectual property	44
Government regulations	44
Organizational structure	58
Properties and capital expenditures
Property, plant and equipment	59
Capital expenditures	67
Mineral reserves and resources	69
Operating and financial review
Key factors affecting results of operations	84
Operating results	94
Liquidity and capital resources	98
Disclosures about market risk	103
Outlook	105
Management and employees
Directors and senior management	105
Compensation	116
Employees	130
Corporate governance	132
Insider Dealing Regulations	143
Shareholders and markets
Major shareholders	144
Related party transactions	146

Markets	147
New York Registry Shares	147
Dividend distributions	147
Purchases of equity securities by the issuer and affiliated purchasers	148
Share capital	150
Additional information
Memorandum and Articles of Association	150
Material contracts	159
Exchange controls and other limitations affecting security holders	160
Taxation	161
Evaluation of disclosure controls and procedures	165
Management’s report on internal control over financial reporting	166
Glossary - definitions, terminology and principal subsidiaries	167
Chief executive officer and chief financial officer’s responsibility statement	171
Financial statements	172
Statements of financial position	173
Statements of operations and statements of other comprehensive income	174
Statements of changes in equity	175
Statements of cash flows	176
Summary of notes to financial statements	177
Report of the réviseur d’entreprises agréé	216

3

Management report

INTRODUCTION

Company overview

ArcelorMittal is one of the world’s leading integrated steel and

mining companies. ArcelorMittal is the largest steel producer in 

Europe and among the largest in the Americas, and a growing

presence in Asia including India through its joint venture AMNS

India.

*Iron ore production includes production from ArcelorMittal Mining Canada G.P.

and ArcelorMittal Infrastructure G.P. ("AMMC"), ArcelorMittal Liberia and captive

mines.

ArcelorMittal has steel-making operations in 14 countries,

including 34 integrated and mini-mill steel-making facilities. As

of December 31, 2025, ArcelorMittal had approximately

125,554 employees.

ArcelorMittal produces a broad range of high-quality finished

and semi-finished steel products ("semis"). Specifically,

ArcelorMittal produces flat products, including sheet and plate,

and long products, including bars, rods and structural shapes.

It also produces pipes and tubes for various applications.

ArcelorMittal sells its products primarily in local markets and to

a diverse range of customers in approximately 126 countries,

including the automotive, appliance, engineering, construction

and machinery industries. ArcelorMittal’s mining operations

produce various types of mining products including iron ore

lump, fines, concentrate, pellets and sinter feed.

As a global steel producer, the Company is able to meet the

needs of different markets. Steel consumption and product

requirements clearly differ between developed markets and

developing markets. Steel consumption in developed

economies is weighted towards flat products and a higher

value-added mix, while developing markets utilize a higher

proportion of long products and commodity grades. To meet

these diverse needs, the Company maintains a high degree of

product diversification and seeks opportunities to increase the

proportion of higher value-added products in its product mix.

History and development of the Company

ArcelorMittal results from the merger in 2007 of its predecessor

companies Mittal Steel Company N.V. and Arcelor, each of

which had grown through acquisitions over many years. Since

its creation ArcelorMittal has experienced periods of external

growth as well as consolidation and deleveraging (including

through divestment).

ArcelorMittal's success is built on its core values of safety,

sustainability, quality and leadership and the entrepreneurial

boldness that has empowered its emergence as the first truly

global steel and mining company.

ArcelorMittal's strategy is to leverage four distinctive attributes

that will enable it to capture leading positions in the most

attractive areas of the steel industry’s value chain, from mining

at one end to distribution and first-stage processing at the

other: global scale and scope; superior technical capabilities; a

diverse portfolio of steel and related businesses, one of which

is mining; and financial capabilities. The Company’s strategy is

further detailed under “Business overview—Business strategy”.

ArcelorMittal’s steel-making operations have a high degree of

geographic diversification. In 2025, approximately 40%

of its crude steel was produced in the Americas, approximately

53% was produced in Europe and approximately 7% was

produced in other countries, such as South Africa and Ukraine.

In addition, ArcelorMittal’s sales of steel products are spread

over both developed and developing markets, which have

different consumption characteristics. ArcelorMittal’s mining

operations, including captive mines are present in North

America, South America, Africa and Europe. Captive mines are

integrated into the Company's global steel-making facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Sustainable development

ArcelorMittal's sustainable development information is detailed

in its Sustainability Report, which is expected to be published

during the second quarter of 2026. It will be available within the

Corporate Library on www.arcelormittal.com. For further

information, please refer to the section "Sustainable

Development".

ArcelorMittal as parent company of the ArcelorMittal group

ArcelorMittal, incorporated under the laws of Luxembourg, is

the parent company of the ArcelorMittal group and is expected

to continue this role during the coming years. The Company

has no branch offices.

Listings

ArcelorMittal’s shares (also referred to as "ordinary shares" or

"common shares" throughout this report) are traded on several

4

Management report

exchanges: New York (MT), Amsterdam (MT), Paris (MT),

Luxembourg (MT) and on the Spanish Stock Exchanges of

Barcelona, Bilbao, Madrid and Valencia (MTS). Its primary

stock exchange regulator is the Luxembourg CSSF

("Commission de Surveillance du Secteur Financier").

ArcelorMittal’s CSSF issuer number is E-0001.

Indices

ArcelorMittal is a member of approximately 105 indices

including: STOXX Europe 600, S&P Europe 350, CAC40,

Bloomberg Europe 600 Price Return Index and Euronext 100

Index. Recognized for its commitments to sustainable

development, ArcelorMittal is also included in the MSCI Europe

and World ESG Enhanced Focus Climate Transition

Benchmark Indices.

Share price performance

During 2025, the price of ArcelorMittal shares increased significantly by 97% in dollar terms compared to 2024 year on year; the chart

below shows a comparison between the performance of ArcelorMittal’s shares and the Eurostoxx600 Basic Resource (SXPP).

Capital return policy

On May 6, 2025, at the annual general meeting of

shareholders ("AGM"), the shareholders approved the dividend

of $0.55 per share proposed by the Board of Directors. The

dividend amounted to $421 million and payment included two

installments. The first installment of $210 million was paid on

June 11, 2025, and the second installment of $211 million was

paid on December 3, 2025.

In accordance with its capital return policy, the Company

expects to pay a base annual dividend (to be progressively

increased over time). In addition, a minimum of 50% of the

amount of free cash flow (calculated as net cash provided by

operating activities less purchases of property, plant and

equipment and intangibles ("capital expenditures") less

dividends paid to non-controlling shareholders) remaining after

paying the base annual dividend is allocated to a share

buyback program. If the ratio of net debt to EBITDA is greater

than 1.5x, then ArcelorMittal will not carry out any share

buyback.

On April 1, 2025, ArcelorMittal completed the 85 million share

buyback program announced on May 5, 2023 under the

authorization given by the annual general meeting of

shareholders of May 2, 2023 and continued under the April 30,

2024 annual general meeting of shareholders authorization. On

April 7, 2025, ArcelorMittal announced the commencement of a

new share buyback program (the "Program") with share

repurchases to be conducted in tranches that may be

announced through May 2030. Repurchases under the first

tranche of the Program, which is for up to 10 million shares

commenced immediately, under the authorization given by the

annual general meeting of shareholders of April 30, 2024 and

subsequently under the authorization given by the annual

general meeting of shareholders held on May 6, 2025. The

actual amount of shares to be repurchased in various tranches

5

Management report

pursuant to the Program will depend on the level of post-

dividend free cash flow generated over the period (the

Company’s defined policy is to return a minimum of 50% of

post-dividend annual free cash flow), the continued

authorization by shareholders and market conditions. The

shares acquired under the Program are intended primarily to

reduce ArcelorMittal’s share capital, to meet ArcelorMittal’s

obligations arising from employee share programs and/or to

meet such other purposes as announced at the time of each

tranche.

Including the $11.1 billion of shares repurchased under

previous and current share buyback programs from 2020 to

2024 and $0.3 billion from shares repurchased during 2025,

the Company returned in total $14.4 billion to shareholders

under the above-mentioned capital return policy. Also, see

"Operating and financial review—Earnings distribution".

Additional buybacks under the current share buyback program

will be allocated to the 2026 capital return. At December 31,

2025, ArcelorMittal had repurchased 2 million shares

representing 20% of the current share buyback program for a

total value of $58 million. For further information on buybacks,

see "Purchases of equity securities by the issuer and affiliated

purchasers".

In February 2026, the Board of Directors recommended an

increase of the base annual dividend to $0.60/share (from

$0.55/share paid in 2025) to be paid in four equal installments

in March, June, September and December, subject to the

approval of shareholders at the annual general meeting of

shareholders in May 2026 and taking into account that the first

quarter dividend payment in March 2026 shall be an interim

dividend.

Investor relations

ArcelorMittal has a dedicated investor relations team at the

disposal of analysts and investors. By implementing high

standards of financial information disclosure and providing

clear, regular, transparent and even-handed information to all

its shareholders, ArcelorMittal aims to be the first choice for

investors in the sector.

To meet this objective and provide information to fit the needs

of all parties, ArcelorMittal implements an active and broad

investor communications policy: conference calls, road shows

with the financial community, regular participation at investor

conferences, plant visits and meetings with individual investors.

ArcelorMittal’s senior management plans to meet investors and

shareholder associations in such events throughout 2026.

Investors may use the following e-mails or contact numbers to

reach the investor relations team:

investor.relations@arcelormittal.com	+44 207 543 1128
creditfixedincome@arcelormittal.com	+33 1 7192 1026

Sustainable responsible investors

The Investor Relations team is also a source of information for

the growing sustainable responsible investment community.

The team organizes special events on ArcelorMittal’s corporate

responsibility strategy and answers all requests for information

sent to the Group at investor.relations@arcelormittal.com or

may be contacted at +44 7861 397 073.

Financial calendar

The schedule is available on ArcelorMittal’s website

www.arcelormittal.com under Investors, Financial calendar.

Financial results*:
Results for the first quarter of 2026	April 30, 2026
Results for the second quarter of 2026 and half year 2026	July 30, 2026
Results for the third quarter of 2026	November 5, 2026
Meeting of shareholders:
Annual general meeting of shareholders	May 5, 2026

* Earnings results are issued before the opening of the stock exchanges on

which ArcelorMittal is listed.

Other information

ArcelorMittal is a public limited liability company (société

anonyme) that was incorporated for an unlimited period under

the laws of the Grand Duchy of Luxembourg on June 8, 2001.

ArcelorMittal is registered at the R.C.S. Luxembourg under

number B 82.454. The mailing address and telephone number

of ArcelorMittal’s registered office are:

ArcelorMittal

24-26, Boulevard d’Avranches

L-1160 Luxembourg,

Grand Duchy of Luxembourg

Telephone: +352 4792-1

ArcelorMittal’s agent for U.S. federal securities law purposes is:

ArcelorMittal Sales & Administration LLC

833 W. Lincoln Highway, Suite 200E,

Schererville, IN 46375

Telephone: +219 256 7303

Internet site

ArcelorMittal maintains an Internet site at

www.arcelormittal.com. Information contained on or otherwise

accessible through this Internet site is not a part of this annual

report. All references in this annual report to this Internet site

and to any other Internet sites (other than to specific

documents furnished to or filed with the SEC and specifically

incorporated by reference herein) are inactive textual

references and are for information only. The SEC maintains an

internet site that contains reports, proxy and information

statements, and other information regarding issuers that file

electronically with the SEC at www.sec.gov.

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Management report

ArcelorMittal produces a range of publications to inform its

shareholders. These documents are available in various

formats: they can be viewed online or downloaded. Please

refer to www.arcelormittal.com, where they can be located

within the Investors menu under Financial Reports, or within

the Corporate Library. Any request for documents may be sent

to: company.secretary@arcelormittal.com or ArcelorMittal’s

registered office.

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements based

on estimates and assumptions. This annual report contains

forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Forward-looking

statements include, among other things, statements

concerning the business, future financial condition, results of

operations and prospects of ArcelorMittal, including its

subsidiaries. These statements usually contain the words

“believes”, “plans”, “expects”, “anticipates”, “intends”,

“estimates”, "targets" or other similar expressions. For each of

these statements, you should be aware that forward-looking

statements involve known and unknown risks and

uncertainties. Although it is believed that the expectations

reflected in these forward-looking statements are reasonable,

there is no assurance that the actual results or developments

anticipated will be realized or, even if realized, that they will

have the expected effects on the business, financial condition,

results of operations or prospects of ArcelorMittal.

These forward-looking statements speak only as of the date on

which the statements were made, and no obligation has been

undertaken to publicly update or revise any forward-looking

statements made in this annual report or elsewhere as a result

of new information, future events or otherwise, except as

required by securities and other applicable laws and

regulations. A detailed discussion of principal risks and

uncertainties which may cause actual results and events to

differ materially from such forward-looking statements is

included in the section titled "Introduction—Risk Factors and

Control—Risk factors”.

All information that is not historical in nature and disclosed

under “Operating and financial review” is deemed to be a

forward-looking statement.

Market information

This annual report includes industry data and projections about

the Company’s markets obtained from industry surveys, market

research, publicly available information, and industry

publications. Statements on ArcelorMittal’s competitive position

contained in this annual report are based primarily on public

sources including, but not limited to, published information from

the Company's competitors. Industry publications generally

state that the information they contain has been obtained from

sources believed to be reliable but that the accuracy and

completeness of such information are not guaranteed and that

the projections they contain are based on a number of

significant assumptions. The Company has not independently

verified this data or determined the reasonableness of such

assumptions. In addition, in many cases the Company has

made statements in this annual report regarding its industry

and its position in the industry based on internal surveys,

industry forecasts, market research, as well as the Company’s

experience. While these statements are believed to be reliable,

they have not been independently verified.

Financial information

This annual report contains the audited consolidated financial

statements of ArcelorMittal and its consolidated subsidiaries,

including the consolidated statements of financial position as of

December 31, 2025 and 2024, and the consolidated

statements of operations, other comprehensive income,

changes in equity and cash flows for each of the years ended

December 31, 2025, 2024 and 2023. ArcelorMittal’s

consolidated financial statements were prepared in accordance

with International Financial Reporting Standards (“IFRS”) as

issued by the International Accounting Standards Board

(“IASB”) and as adopted by the European Union.

The financial information and certain other information

presented in a number of tables in this annual report have

been rounded to the nearest whole number or the nearest

decimal. Therefore, the sum of the numbers in a column may

not conform exactly to the total figure given for that column. In

addition, certain percentages presented in the tables in this

annual report reflect calculations based upon the underlying

information prior to rounding and, accordingly, may not conform

exactly to the percentages that would be derived if the relevant

calculations were based on the rounded numbers. This annual

report includes net debt, operating working capital and gearing,

which are non-GAAP financial measures. ArcelorMittal believes

net debt, operating working capital and gearing to be relevant

to enhance the understanding of its financial position and

provides additional information to investors and management

with respect to the Company’s operating cash flows, capital

structure and credit assessment. In addition, it refers to free

cash flow and EBITDA in its capital return policy, which will be

used to determine if the base dividend will be paid as well as in

certain incentive plans. For these purposes, EBITDA is defined

as operating income plus depreciation, impairment expenses,

special items and income (loss) from associates, joint ventures,

and other investments (excluding impairments). “Special items"

relate to events or charges that the Company does not

consider to be part of the normal income generating potential

of the business. Items may qualify as “special” although they

may have occurred in prior years or are likely to recur in

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Management report

following years. Non-GAAP financial measures should be read

in conjunction with and not as an alternative for, ArcelorMittal’s

financial information prepared in accordance with IFRS. Such

non-GAAP measures may not be comparable to similarly titled

measures applied by other companies.

Key transactions and events in 2025

During 2025, ArcelorMittal completed several acquisitions,

capital market, share buyback transactions and divestment

processes. Please refer to notes 2.2.4, 2.3, 6.1.2 and 11.1 to

the consolidated financial statements for further details.

• On March 3, 2025, ArcelorMittal announced the

appointment of Jorge Luiz Ribeiro de Oliveira, Vice

President of ArcelorMittal and CEO of ArcelorMittal South

America Flat Products, as Executive Vice President and

an Executive Officer of ArcelorMittal as well as President

of ArcelorMittal Brasil effective April 1, 2025, to succeed

Jefferson de Paula who retired effective April 1, 2025.

• On June 18, 2025, in accordance with the definitive Equity

Purchase Agreement (the "EPA") signed between

ArcelorMittal and Nippon Steel Corporation ("NSC") on

October 11, 2024, the Company confirmed that it had

completed the acquisition of NSC’s 50% equity stake in

AMNS Calvert, with ArcelorMittal already holding the

balance. The facility, subsequently renamed ArcelorMittal

Calvert, was originally acquired by ArcelorMittal and NSC

in 2014 from ThyssenKrupp for total consideration of $1.55

billion. The operation was originally built at a cost of

approximately $5 billion. It commenced operations in 2010

and has a flat rolled steel capacity of 5.3 million metric

tonnes, annually. It is one of the most advanced steel

finishing facilities in North America. In addition, a new

seven-year domestic slab supply agreement with NSC has

commenced, averaging 750,000 metric tonnes per year,

ensuring a significant portion of the slab requirements are

melted and poured in the United States. The feasibility of a

steelmaking expansion at the site, which would further

strengthen its U.S. domestic production capability, is being

assessed. The new steelmaking facility, integrated with

ArcelorMittal’s HBI facility in Texas, will enable

ArcelorMittal Calvert to supply automotive customers with

lower CO2 embodied steel, melted and poured in the

United States. In accordance with the terms of the EPA,

ArcelorMittal paid $1 consideration for the shares of NS

Kote Inc., which holds 50% of the equity interest of AMNS

Calvert, in addition to cash and loans receivable of

approximately $0.9 billion.

• On September 1, 2025, ArcelorMittal South Africa

announced the commencement of the Long Steel

Business ("Longs Business") wind down implementation

plan ahead of the end of the six-month deferral period

ending on September 30, 2025. Continuation of operations

during this period had been enabled by a facility provided

by the Industrial Development Corporation of South Africa

SOC Limited in the amount of ZAR 1.7 billion ($95 million)

but efforts to secure funding to operate the Longs

Business beyond September 30, 2025 have failed. The

wind down was completed by the end of January 2026.

• On October 30, 2025, following merger control clearance

and the fulfillment of all conditions precedent, ArcelorMittal

completed the sale of its operations in Bosnia and

Herzegovina, ArcelorMittal Zenica, an integrated steel

plant, and ArcelorMittal Prijedor, an iron ore mining

business which supplies the Zenica plant, to Pavgord

Group. The Company recorded non-cash loss on disposal

of approximately $0.2 billion (including foreign exchange

losses recorded in equity since the date of acquisition).

Recent developments

• On January 29, 2026, ArcelorMittal confirmed that it had

been served by the Extraordinary Commissioners of

Acciaierie d'Italia S.p.A. ("ADI") with a writ of summons to

appear before the Court of Milan. ADI operates the Italian

steel plants owned and formerly managed by Ilva S.p.A.

(‘Ilva’) (which is also in Extraordinary Administration).

Since 2021, ADI’s holding company, Acciaierie d'Italia

Holding S.p.A. ("ADIH"), has been operated under joint

and equal control with Invitalia, an entity wholly controlled

by the Italian Ministry of Economy and Finance and

appointed by the Italian Government to implement a

public-private partnership with ArcelorMittal aimed at

relaunching and acquiring Ilva’s business. The claim

alleges that ADI was mismanaged and that value was

intentionally transferred from ADI to ArcelorMittal (causing

ADI to become insolvent). The action is brought against

multiple parties - including ArcelorMittal, together with all

individuals who have served on the board of directors of

ADI. It seeks damages valued at €7.0 billion, with an

alternative valuation of €3.65 billion. ArcelorMittal is also

involved in several Italian judicial appeals relating to the

placement of ADI and ADIH in insolvency and under

extraordinary administration. ArcelorMittal will defend its

position vigorously. Moreover, in June 2025, ArcelorMittal

initiated an international arbitration against the Republic of

Italy for unlawful expropriation and discriminatory

treatment in relation to its investments in ADI, claiming

damages in excess of €1.8 billion.

• On January 30, 2026, the Government of the Republic of

Liberia and ArcelorMittal announced that they have signed

an amendment to the existing Mineral Development

Agreement ("MDA"), which was ratified on January 29,

2026 via the Liberian legislative process, extending the

duration of the agreement to 2050, with a right to renew for

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Management report

a further 25 years. See “Properties and Capital

Expenditures—Mineral reserves and resources—Mining”.

The agreement solidifies ArcelorMittal’s long-term mining

expansion and commitment to Liberia and provides for the

Government’s desire to make the Tokadeh to Buchanan

rail corridor accessible to multiple users. The Company is

undertaking feasibility studies for further expansion

beyond 20 million tonnes per annum. The railway capacity

is being expanded so it can transport up to 30 million

tonnes annually. This railway capacity will be reserved for

ArcelorMittal’s use. Under the terms of the agreement

ArcelorMittal will pay $200 million to the Government of

Liberia for certain rights it acquires, namely the mining

rights extension and reserved access to railroad capacity

the Company is investing in.

• Subsequent to the announcement of its 2025-2030 share

buyback program (the ‘2025 buyback program’), together

with an initial tranche of share repurchases, on April 7,

2025, ArcelorMittal and the Significant Shareholder have

entered into a share repurchase agreement on March 5,

2026. Under this agreement, the Significant Shareholder

has agreed to sell, on each trading day on which

ArcelorMittal purchases shares under the 2025 buyback

program, an equivalent number of shares in the proportion

of the Significant Shareholder’s (44.6% at February 28,

2026) of outstanding shares of ArcelorMittal. Shares

repurchased from the Significant Shareholder will count

towards repurchases made under the 2025 buyback

program and will be made at the same weighted average

price as the ArcelorMittal Shares purchased under the

2025 buyback program on the relevant trading day in the

open market. The Significant Shareholder may terminate

this agreement at any time after the completion of the

buybacks under the initial tranche. The effect of the share

repurchase agreement is to maintain the Significant

Shareholder’s percentage of voting rights in ArcelorMittal’s

issued share capital (net of treasury shares) resulting from

purchases made under the Program. As a reminder, the

2006 Memorandum of Understanding entered into in

connection with the merger of Mittal Steel and Arcelor

includes a standstill that sets a 45% limit on the Significant

Shareholder’s ownership of the Company’s issued shares

(subject to certain limited exceptions). This share

repurchase agreement ensures that the Significant

Shareholder’s voting rights will not passively exceed the

45% threshold, thereby preserving a robust free float. See

"Shareholders and Markets—Purchases of equity

securities by the issuer and affiliated purchasers" and

“Additional information—Material contracts—Memorandum

of Understanding”.

Sustainable development highlights

• On February 6, 2025, ArcelorMittal announced that it is

proceeding with plans to construct an advanced

manufacturing facility in Calvert, Alabama that could

deliver up to 150,000 tonnes of domestic production

capacity of non-grain-oriented electrical steel ("NOES")

annually, depending on the product mix. NOES plays a

crucial role in the performance and efficiency of electric

motors used to power battery electric vehicles, plug in

hybrid electric vehicles and hybrid vehicles as well as

other specialized commercial, industrial, and power

generation applications. Given the nature of the US auto

market (larger vehicles, full-size pickups, SUVs) there is

rapidly growing demand for the most sophisticated NOES

for which there is limited US domestic supply capabilities.

Plans at ArcelorMittal Calvert include an annealing pickling

line, cold-rolling mill, annealing coating line, packaging and

slitter line, and ancillary equipment needed for operations.

The planned investment is expected to create up to 1,300

jobs during the construction phase and more than 200

permanent positions to support the plant’s ongoing

operations. Estimated net capital expenditure is $1.3

billion (net of $0.3 billion of currently planned federal, state

and local support). The plant is anticipated to commence

production in the second half of 2027.

• On May 8, 2025, ArcelorMittal announced that its largest

renewable energy venture, a 975 MW solar and wind

project located in Andhra Pradesh, southern India, has

recently started providing clean electricity to AMNS India,

ArcelorMittal’s 60/40 Indian steelmaking joint venture with

Nippon Steel. The $0.7 billion project – developed,

constructed and commissioned by AM Green Energy, a

wholly owned ArcelorMittal subsidiary - is expected to

reduce AMNS India’s carbon emissions by 1.5 million

tonnes per year, supporting AMNS India’s target to reduce

the carbon intensity of the steel it produces by 20% by

2030 (against a 2021 baseline).

• On May 15, 2025, ArcelorMittal confirmed its intention to

invest €1.2 billion in a first EAF in Dunkirk to decarbonize.

This, together with the recent investments announced

(€254 million in Dunkirk and €53 million in Fos) and the

new electric steels production unit under construction in

Mardyck, which is set to complete by end of this year

(€500 million investment), totals €2 billion of investment

and demonstrates ArcelorMittal’s intention to maintain a

thriving and sustainable steel-making business in France.

• On June 19, 2025, ArcelorMittal announced that it cannot

proceed with its previously announced direct reduced iron

("DRI") and EAF plans for the decarbonization of its flat

steelmaking sites in Bremen and Eisenhüttenstadt. As the

contract with the Federal government of Germany, for €1.3

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Management report

billion of financial assistance required construction on the

DRI-EAF project to commence by June 2025, the

Company has been obliged to formally notify the

government that it cannot proceed with these investments,

given the realities of the market and the economics of low-

carbon emissions steelmaking. In line with the Company’s

intention to take a phased approach to its decarbonization

in Europe, the next step in Bremen and Eisenhüttenstadt

will focus on detailed planning for the construction of

EAFs, to be ready for a scenario in which there is a strong

business case for EAF-based production in these sites.

• On December 22, 2025, ArcelorMittal announced three

new renewable energy projects in India totaling 1GW of

nominal solar and wind capacity. Upon completion the

projects will double ArcelorMittal’s renewable energy

capacity in India to 2GW and increase the Company’s total

global renewable energy capacity to 3.3GW. Total capital

expenditure for the three projects is anticipated to be $0.9

billion and the power generated will be supplied to AMNS

India, ArcelorMittal’s 60/40 Indian steelmaking joint

venture with NSC.

Recent developments

• On February 10, 2026, ArcelorMittal announced the

construction of an EAF at its steelmaking site in Dunkirk –

a strategic €1.3 billion investment which marks a major

step in the decarbonization of ArcelorMittal’s steel

production in France. The start‑up of this 2-million-tonne

EAF is scheduled for 2029. It is expected to produce steel

with three times less CO2 compared with a blast furnace

(0.6 tonne CO2 per tonne of steel in the EAF based on a

mix of scrap, HBI/DRI and hot metal). Its funding will be

supported by Energy Efficiency Certificates ("CEE"), a

regulatory mechanism that promotes energy savings and

CO₂ reduction. The amount of support will represent 50%

of the €1.3 billion investment.

Risk Factors and Control

Risk factors

ArcelorMittal’s business, financial condition, results of

operations, reputation or prospects could be materially and

adversely affected by one or more of the risks and

uncertainties described below. 

I. Risks related to the global economy and the mining and steel

industry

Prolonged low steel and (to a lesser extent) iron ore

prices, low steel demand and/or steel/iron ore oversupply

would have an adverse effect on ArcelorMittal’s results of

operations, cash flows and financial position.

ArcelorMittal’s profitability is highly sensitive to volatile steel

and iron ore prices. Steel price movements directly affect

margins, while iron ore price changes influence both ore

revenues and steel pricing, with timing lags that can compress

margins. Contract structures have, and in the future may,

extend the impact of declining steel prices beyond movements

in spot markets.

Prices for both commodities are driven by supply–demand

conditions and inventory cycles, which in turn depend on

trends in cyclical end‑use sectors (particularly the automotive

industry) and broader macroeconomic factors such as

geopolitical tensions (including conflicts, such as the ongoing

military conflicts in the Middle East), trade policies, monetary

policy shifts, and disruptive events. Economic downturns have

historically resulted in lower steel demand and prices, reduced

operating income, and lower operating cash flows.

Persistent global overcapacity—particularly in long products—

continues to pressure the industry. The imbalance is amplified

during periods of economic weakness, contributing to weaker

demand, increased exports, and lower prices (regionally and/or

globally). China’s reduced steel demand since the second

quarter of 2024 has not been matched by equivalent

production cuts, leading to increased Chinese exports into

global markets, including the Company’s core regions, thereby

depressing prices and increasing inventories. See also “—

Unfair trade practices, import tariffs and/or barriers to free trade

could negatively affect steel prices and ArcelorMittal’s results of

operations in various markets.”

Inventory cycles also influence apparent demand and pricing.

Distributors often accumulate steel during low‑price periods

and later destock, delaying the effect of rising demand on

prices. Conversely, expectations of lower prices can lead

customers to reduce purchases and destocking, adding

downward pressure. In 2025, demand remained subdued with

limited restocking. In 2026, global ASC growth is expected to

improve gradually. Demand is supported by fading uncertainty,

increased fiscal spending (such as in the U.S., Germany and

China), and lagged positive impact from lower interest rates,

absent any renewed tariff shocks. Therefore, renewed tariff

shocks would very likely negatively affect demand.

Oversupply in the iron ore market has previously depressed

prices, which may recur if global economic conditions

deteriorate, Chinese demand weakens further, new mining

capacity increases supply, or steel demand declines.

Prolonged periods of low steel and iron ore prices, or sustained

oversupply in key markets, would materially and adversely

affect ArcelorMittal’s results, cash flows, and financial

condition.

Volatility in the prices and supply of raw materials and

energy or mismatches between steel prices and raw

material prices could adversely affect ArcelorMittal’s

results of operations, cash flows and financial position.

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Management report

ArcelorMittal’s profitability depends on reliable and

competitively priced supplies of raw materials and energy,

while the prices of both have been highly volatile. Steel

production requires significant volumes of iron ore, coking coal,

coke and energy. Although the Company sourced 72% of its

iron ore internally from its mining operations in 2025, it remains

exposed to supply and price volatility for third‑party purchases.

Ongoing industry decarbonization may further increase or

destabilize costs, particularly for energy, CO₂ and scrap. See

“Business overview—Products—Mining products”, “Business

overview—Raw materials and energy” and “Operating and

financial review—Key factors affecting results of operations—

Raw materials”.

Energy and transportation are also major input costs. Prices for

electricity, natural gas, industrial gases, diesel and transport

services are sensitive to supply–demand conditions and

geopolitical conflicts. While some supply contracts are

long‑term, ArcelorMittal has experienced and remains exposed

to significant price fluctuations and potential curtailments

during peak usage periods, as well as supply disruptions, in

particular due to geopolitical disruptions. Such events can

result (and have in the past resulted) in sharp and prolonged

increased and volatile energy and transportation costs

(including recently due to the escalating military conflicts in the

Middle East), reductions in steel demand from affected

customers, and production cuts.

Steel and raw material prices do not always move in tandem,

particularly in Europe and North America. Sudden spikes in raw

material or energy costs can create negative price‑cost effects,

which are considered structural in the industry. See “Operating

and financial review—Key factors affecting results of

operations”. Compressed steel spreads have, in the past, led

the Company to reduce or idle production at certain facilities.

These actions do not eliminate all operating costs, can result in

increased expenses to resume production and may affect the

long‑term condition of idled assets.

Unfair trade practices, import tariffs and/or barriers to free

trade could negatively affect steel prices and

ArcelorMittal’s results of operations in various markets.

ArcelorMittal is exposed to the effects of dumping and other

unfair trade practices, as well as to government subsidies that

support steel producers in certain countries, particularly those

with centrally controlled economies such as China. Periods of

weak global steel demand heighten the risk of increased

volumes of unfairly traded imports into ArcelorMittal’s key

markets—Europe, North America and Brazil—placing

downward pressure on prices and demand for its products.

The Company is also vulnerable to import tariffs, trade barriers,

protectionist measures and major trade disputes given its

global footprint. These risks have in part been realized and

continue to increase since 2025 following actions by countries

including the United States, Brazil, Turkey and India. For

example, the U.S. Section 232 measures have imposed a 50%

tariff on all steel imports as from June 2025; additional tariffs

have been applied to products containing significant steel

content, such as automobiles; and additional tariffs have at

times been suggested by the U.S. administration. Export sales

to the U.S. amounted to $6.9 billion in 2025 compared to $6.7

billion in 2024. Retaliatory measures have also been

announced by China, Canada and the European Union. As in

2018, Section 232 measures have negatively affected the

Company’s North America segment through their impact on

costs and Canadian and Mexican pricing and have also

negatively impacted the exports of the Brazil segment. Trade

policy uncertainty has further weighed on economic activity and

demand. The potential effects of additional tariffs or prolonged

trade tensions on global growth, steel demand, steel and iron

ore prices, and input costs remain unclear.

In addition, certain ArcelorMittal operations are respondents in

anti‑dumping and countervailing duty cases, and the

Company’s exports have been—and may continue to be—

subject to such duties or other trade restrictions.

See also "Government regulations—Foreign trade".

Russia’s invasion of Ukraine, international reaction to it (in

particular in the form of sanctions) and any regional or

global escalation of the conflict, could adversely affect the

Company’s business, results of operations and financial

condition.

The Company has significant operations in Ukraine, consisting

of a steel plant and (captive) mines. See "Properties and

capital expenditures—Property, plant and equipment—Others".

ArcelorMittal Kryvyi Rih ("AMKR") has been operating its open

pit mines and steel facilities at various levels of under-capacity

since 2022 due to various difficulties (including at 73% and

35% capacity, respectively, in 2025). The Company cannot

predict the duration of the idling or of lower production as it will

depend on the remaining course of the conflict and the

establishment of safe and stable operating and logistical

conditions thereafter, as well as potential repairs of any

damages sustained. The Russian army has also blocked ports

in Odessa, complicating and increasing the cost of exports

(including steel and iron ore) from Ukraine. The ongoing

conflict, its impact on demand, logistics (with respect to both

supply and delivery) and costs and any resulting further

reduced production, sales and income at its Ukrainian

operations have caused the Company to record impairment

charges (and may be required to record additional charges in

the future). For further information on these risks, see notes 1.3

and 5.3 to the consolidated financial statements.

The imposition of extensive sanctions on Russia by the EU, the

U.S., the UK and other countries could affect the Company’s

sourcing of raw materials from sanctioned countries. Any

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Management report

business conducted in Russia and with Russian counterparties

also carries the risk of non-compliance with economic

sanctions (and the attendant financial and reputational adverse

consequences), despite best efforts to comply. In addition,

sanctions may remain in place beyond the duration of any

military conflict and have a long-lasting impact on the region

and could adversely impact the Company’s results of

operations and financial condition. More generally the conflict

could have a further material adverse effect on the overall

macroeconomic environment, including as a result of any

substantial military escalation at a regional or global level (see

“—Volatility in the prices and supply of raw materials and

energy or mismatches between steel prices and raw material

prices could adversely affect ArcelorMittal’s results of

operations, cash flows and financial position”).

Competition from other materials and alternative steel-

based technologies could reduce market prices and

demand for steel products and thereby reduce

ArcelorMittal’s cash flows and profitability.

In many of its applications, steel competes with other materials

that may be used as substitutes, such as aluminum, concrete,

composites, glass, plastic and wood. In particular, as a result of

increasingly stringent regulatory requirements, as well as

developments in alternative materials, designers, engineers

and industrial manufacturers, especially those in the

automotive industry, have increased their use of lighter weight

and alternative materials, such as aluminum and plastics.

A loss of market share to substitute materials, increased

government regulatory initiatives favoring the use of alternative

materials, as well as the development of additional new

substitutes for steel products could significantly reduce market

prices and demand for steel products and thereby reduce

ArcelorMittal’s cash flows and profitability.

New technologies such as carbon free steelmaking could also

result in a loss of market share if competitors develop and

deploy this kind of technology before, or more effectively than

ArcelorMittal. In addition, to the extent regulatory requirements

and/or customer demand for low carbon or carbon neutral steel

increase, competition with respect to low CO2 steel

technologies may become more significant, leading to

substantial input cost increases, due to the need to accelerate

investments in new production methods, equipment and

facilities.

II. Risks related to sustainability

The Group’s announced carbon‑intensity reduction targets

are contingent on supportive economics enabled by policy

and market conditions, including competitive energy

prices, timely availability of cost‑competitive clean energy,

permitting and infrastructure delivery, effective trade and

carbon‑leakage tools, and the emergence of lead markets

for low‑carbon steel at scale. Future developments may

affect such assumptions, and this may render the

achievement of ArcelorMittal’s targets more difficult, or

even impossible, to achieve for cost or other reasons.

The Company’s decarbonization strategy includes the objective

of net zero by 2050. The Company's medium‑term objective

and associated decarbonization capital expenditures are

currently under review to reflect technology readiness levels,

supportive cost and availability of clean energy, associated

infrastructure build‑out, and permitting timelines. ArcelorMittal's

ability to achieve its objectives depends on numerous factors

and assumptions, including cost‑competitive clean energy

supply, practical sequencing of asset technology conversions,

the maturity and availability of shared infrastructure, demand

signals (e.g., contracts‑for‑difference, lead‑market

procurement), and fair competition instruments at the border.

The development and deployment of low‑emissions

technologies depends on supportive economics enabled by

coherent policy and market conditions—including predictable

carbon‑cost signals where applicable, competitive energy

pricing, and robust demand for low‑carbon‑emissions steel to

secure a genuine level playing field. For example, in June

2025, the Company announced that it was unable to proceed

with its previously announced plans for the decarbonization of

certain German flat‑steelmaking sites due to market and

energy economics, including weak demand, high levels of

imports, high power costs, the lack of viability of green

hydrogen at scale, and the non‑competitiveness of natural‑gas

DRI as an interim solution. The Company indicated a phased

approach prioritizing planning for EAFs, subject to supportive

economics. While the EU remains the most advanced region in

combining a domestic emission trading system ("EU‑ETS")

with a Carbon Border Adjustment Mechanism ("CBAM"), the

Company continues to seek supportive policies to address

carbon leakage and circumvention and to maintain fair

competition. CBAM entered its definitive regime on January 1,

2026 (following the 2023–2025 transitional phase). The

Commission’s December 2025 package operationalized the

regime and proposed scope extensions to steel‑intensive

downstream goods and stronger anti‑circumvention rules; the

timelines and content of these proposed extensions remain

subject to the ordinary legislative procedure. This may not be

sufficient to address issues related to downstream imports

containing high‑carbon‑emissions steel. The EU has also

proposed a new Tariff Rate Quota ("TRQ") system, which

would complement any CBAM obligations. Any future

international arrangement could affect the implementation or

effectiveness of CBAM.

In addition, ArcelorMittal’s targets have been supported by the

expectation that public funding and supportive policy would

complement private investment during the transition. Although

funding from certain governments has been approved, such

support is subject to changes in government and policy and

12

Management report

may ultimately not be achieved. The Company’s principal

decarbonization risk relates to European market economics,

while policy developments in other jurisdictions (e.g., U.S.

legislative and executive actions in 2025 affecting clean‑energy

tax credits and eligibility) also introduce uncertainty for

counterparties and supply chains.

A lack of governmental and societal support could make the

Company’s targets more costly, more difficult, or even

impossible to achieve. If the Company is unable to make the

necessary investments to decarbonize and reach its targets

due to the design of governmental policy in Europe or other

jurisdictions where it operates, this could negatively affect its

competitiveness, profitability, cash flows, financing costs,

results of operations, and financial condition, as well as harm

its reputation. Similarly, pursuing decarbonization investments

that are not economically competitive could have comparable

effects on the Company’s market position and profitability.

Laws and regulations restricting emissions of greenhouse

gases could force ArcelorMittal to incur increased capital

and operating costs and could have a material adverse

effect on ArcelorMittal’s results of operations, financial

condition and reputation. 

The integrated steel process involves significant carbon

footprint. Compliance with new and more stringent

environmental obligations relating to greenhouse gases

("GHG") emissions, including as part of the EU’s “Fit for 55”

package, may require additional capital expenditures or

modifications in operating practices. See “Business Overview

—Government regulations—Environmental laws and

regulations".

The new laws are interconnected, and they combine: tightening

and extending the existing EU-ETS; increased use of

renewable energy; greater energy efficiency; a faster roll-out of

low emission transport modes and the infrastructure and fuels

to support them; an alignment of taxation policies with the

European Green Deal objectives; the CBAM to prevent carbon

leakage; and tools to preserve and grow natural carbon sinks.

From 2026 onward, EU operations face higher carbon‑cost

exposure as free allocations begin to phase out through 2034

and CBAM enters its definitive regime (following the 2023–

2025 transitional phase). Phase IV (2021–2030) is in force;

EUA prices have been volatile and remain above pre‑2020

levels, with uncertainty about future trajectories. The

progressive phase‑out of free allocations (2026–2034) will

increase the Company's net requirements to purchase

emission allowances for installations in sectors within the

scope of the EU-ETS and thereby raising exposure to carbon

costs, while CBAM obligations ramp up in parallel for imports.

As a result, the Company will be subject to additional

carbon‑cost exposure arising from allowance purchases and

interactions between the EU-ETS and CBAM. Additionally, the

effectiveness and design of CBAM remain subject to

uncertainty, including due to potential circumvention through

resource shuffling, the extent to which costs may be absorbed

(rather than passed through) and the lack of an export solution

and have been recognized in Commission reviews and industry

analyses; proposed anti‑circumvention measures and

extensions of CBAM to certain downstream products. Although

CBAM became financially binding for imports made from

January 1, 2026, the timing of certificate sales, surrender

obligations and pricing—linked to EU-ETS auction prices—may

affect cash flows and lead to administrative burdens.

Similar regulations have been implemented to date in several

jurisdictions, and additional measures may well be enacted in

the future in other jurisdictions. Whether in the form of a

national or international cap-and-trade emissions permit

system, a carbon tax or acquisition of emission rights at market

prices, emissions controls, reporting requirements, or other

regulatory initiatives, such environmental regulations could

have a negative effect on ArcelorMittal’s production levels,

results of operations, cash flows and credit ratings. These

regulations could also negatively affect the Company’s

suppliers and customers, which could translate into higher

costs and lower sales.

Furthermore, many developing nations have not yet instituted

significant GHG regulations, and the Paris Agreement

specifically recognizes that GHG emissions will peak later in

developing countries. As the Intended Nationally Determined

Contributions (“INDC”) for developing nations under the Paris

Agreement may be less stringent than for developed nations in

light of different national circumstances, ArcelorMittal may be at

a competitive disadvantage relative to steelmakers having

more or all of their production in developing countries.

Depending on the extent of the difference between the

requirements in developed regions (such as Europe) and

developing regions (such as China), this competitive

disadvantage could be severe and has resulted, and in the

future may result, in production cuts due to relatively higher

carbon costs rendering production structurally unprofitable.

See "Properties and capital expenditures—Property, plant and

equipment” for further information regarding production levels

by segment.

In addition, the Company is exposed to the risk of frameworks

and regulations being adopted that are ill‑adapted to steel

industry dynamics. For example, the most established

framework for carbon pricing and emissions trading schemes is

currently the EU‑ETS discussed above. As indicated above,

while a CBAM has been adopted to limit competitive distortions

from the ETS, its effectiveness will depend on the robustness

of anti‑circumvention provisions, the treatment of exports, and

demand‑side instruments that create lead markets.

Furthermore, in December 2025, the Council and Parliament

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Management report

reached a provisional agreement to amend the European

Climate Law, introducing a binding intermediate 2040 target of

a 90% reduction in net GHG emissions compared to 1990,

implying future reviews of the post‑2030 policy architecture and

EU‑ETS cap. On February 10, 2026, Parliament backed a

political agreement with the Council on this topic.

For further information on environmental laws and regulations

and how they affect the Company’s operations, see “Business

overview—Government regulations—Environmental laws and

regulations” and note 9.1 to the consolidated financial

statements.

ArcelorMittal is subject to strict environmental, health and

safety laws and regulations that could give rise to a

significant increase in costs and liabilities.

ArcelorMittal is subject to a broad range of environmental,

health and safety (“EHS”) laws and regulations in each of the

jurisdictions in which it operates. These laws and regulations

impose increasingly stringent standards regarding health and

safety, air emissions, discharges of wastewater, emission or

discharge of pollutants, the use, handling and transportation of

hazardous, toxic or dangerous materials, waste disposal

practices and the remediation of environmental contamination,

and permit requirements, among other things. The costs of

complying with, and the imposition of liabilities pursuant to

these laws and regulations can be significant, including to

comply with new and more stringent obligations, and may

require additional capital expenditures or modifications in

operating practices, including in connection with any corrective

actions. Failure to comply or to take corrective action can result

in civil and or criminal penalties being imposed, the revocation

or suspension of permits, requirements to curtail or suspend

operations, substantial fines or sanctions, enforcement actions,

natural resource damages claims, cleanup and closure costs,

and lawsuits by third parties.

Despite ArcelorMittal’s efforts to comply with EHS laws and

regulations, and monitor and reduce accidents at its facilities,

health, safety and environmental incidents or accidents,

including those involving serious injury or death, have occurred

and may in the future occur. Such accidents could include (and

in certain instances have included) explosions or gas leaks,

fires or collapses in underground mining operations, crushing

incidents, vehicular accidents, falls while working at heights,

and other accidents involving mobile equipment, or exposure to

radioactive or other potentially hazardous, toxic or dangerous

materials, which have had, and could in the future have,

significant adverse consequences for the Company’s workers

and facilities, as well as the environment. For example, each

year the Company’s operations have suffered several fatal

accidents.

Certain of these incidents may result in costs and liabilities and

negatively impact the Company’s reputation or the operations

of the affected facilities. Such accidents could lead to

production stoppages, loss of personnel, loss of key assets, or

put at risk the Company’s employees (and those of sub-

contractors and suppliers) or persons living near affected sites.

In addition, any gap between community and worker

expectations and ArcelorMittal’s EHS perceived performance,

as a result of any accidents, safety incidents or even the

perception of potential safety or environmental issues, may

negatively impact community relations, labor relations,

customer relations and the Company’s reputation and result in

disruptions to the Company’s operations. ArcelorMittal’s

operations may also be located in areas where individuals or

communities could regard its activities as having a detrimental

effect on their natural environment and conditions of life, and

actions taken by such individuals or communities in response

to such concerns could compromise ArcelorMittal’s profitability

or, in extreme cases, the viability of an operation or the

development of new activities in the relevant region or country.

ArcelorMittal also incurs costs and liabilities associated with the

assessment and remediation of contaminated sites, and in its

mining activities, those resulting from tailings and sludge

disposal, effluent management, and rehabilitation of land

disturbed during mining processes. In addition to the impact on

current facilities and operations, environmental remediation

obligations can give rise to substantial liabilities in respect of

divested assets and past activities. This may also be the case

for acquisitions when liabilities for past acts or omissions are

not adequately reflected in the terms and price of the

acquisition. ArcelorMittal could become subject to further

remediation obligations in the future, as additional

contamination is discovered or clean-up standards become

more stringent.

In addition, if sustainability information disclosed in accordance

with regulatory requirements (such as under the Corporate

Sustainability Reporting Directive, Taxonomy Regulation or

California’s climate disclosure laws) or otherwise results in

financial institutions or other stakeholders (including the public)

viewing investments in steel and mining as undesirable, it may

become more difficult and/or more expensive for the Company

to obtain financing. While the Company has taken significant

steps and continues to adapt its operations in light of climate

change and the need for sustainability, such steps may not be

in line with future frameworks or regulations or market views of

investment suitability. Moreover, the Company may in the

future face increasing shareholder activism and/or litigation in

relation to sustainability matters.

For further information, see “Business overview—Sustainable

development—Health and safety” and “Business overview—

Government regulations—Environmental laws and regulations”

and note 9.1 to the consolidated financial statements.

14

Management report

III. Risks related to ArcelorMittal's operations

ArcelorMittal could experience labor disputes that could

have an adverse effect on its operations and financial

results.

A majority of ArcelorMittal's employees and contractors are

represented by labor unions and covered by collective

bargaining or similar agreements, which are subject to periodic

renegotiation. Strikes and work stoppages have occurred, and

are likely to occur in the future, at various ArcelorMittal facilities

prior to or during negotiations preceding new collective

bargaining agreements, during wage and benefits negotiations

or during other periods for other reasons, in particular in

connection with any announced intentions to adapt its footprint.

Strikes or work stoppages, particularly when prolonged, could

disrupt ArcelorMittal’s operations and relationships with its

customers, as well as limit its ability to rationalize operations

and reduce labor costs in certain markets, resulting in an

adverse effect on its operations and financial results.

Disruptions to ArcelorMittal’s manufacturing processes

and mining operations caused for example by equipment

failures, natural disasters, accidents, explosions,

epidemics or pandemics, geopolitical conflicts or extreme

weather events could adversely affect its operations,

customer service levels and financial results and liabilities

Steel manufacturing processes are dependent on critical steel-

making equipment, such as furnaces, continuous casters,

rolling mills and electrical equipment (such as transformers),

and such equipment may incur downtime as a result of

unanticipated failures or other events, such as fires,

explosions, furnace breakdowns or as a result of natural

disasters, accidents, epidemics or pandemics or severe

weather conditions. ArcelorMittal’s manufacturing plants and

mines have experienced, and may in the future experience,

plant shutdowns or periods of reduced production as a result of

such events.

ArcelorMittal’s mining operations, in particular, are subject to

the hazards and risks usually associated with the exploration,

development and production of natural resources through

either open-pit or underground mining operations, any of which

could result in production shortfalls or damage to persons or

property, delay production, increase production costs and

result in death or injury to persons, damage to property and

liability for ArcelorMittal, some or all of which may not be

covered by insurance, as well as substantially harm

ArcelorMittal’s reputation, both as a Company focused on

ensuring the health and safety of its employees and more

generally. Certain of these incidents have resulted or may

result in fatalities, production stoppages, governmental

investigations or proceedings and/or in costs and liabilities and

negatively impact the Company’s reputation or the operations

of the affected facilities. Such hazardous incidents could also

lead to loss of key personnel, loss of key assets, or health and

safety risks for ArcelorMittal's employees (and those of sub-

contractors and suppliers) or persons living near affected sites.

See also “—ArcelorMittal is subject to strict environmental,

health and safety laws and regulations that could give rise to a

significant increase in costs and liabilities”. Conflicts may also

cause interruptions to operations; see “—Russia’s invasion of

Ukraine, international reaction to it (in particular in the form of

sanctions) and any regional or global escalation of the conflict,

could adversely affect the Company’s business, results of

operations and financial condition”.

In addition, natural disasters and severe weather conditions

have led, and could in the future lead, to significant damage at

ArcelorMittal’s production facilities and general infrastructure or

cause shutdowns, including due to earthquakes, tsunamis,

tornados, hurricanes and bush fires. More generally, changing

weather patterns and climatic conditions in recent years,

possibly due to climate change, have added to the

unpredictability and frequency of natural disasters.

Severe weather conditions can also affect ArcelorMittal’s

operations in particular due to the long supply chain for certain

of its operations and the location of certain operations in areas

subject to harsh winter conditions (i.e., Canada) or areas that

are susceptible to droughts (i.e., South Africa, Mexico and

Brazil). Water in particular is crucial to the steelmaking

process, and the risk that the authorities may restrict licenses

to withdraw water as a result of chronic drought could increase

operating costs and reduce production capacity. Flooding has

also affected ArcelorMittal’s operations, impacting shipment

volumes due to handling and logistic constraints. Damage to

ArcelorMittal production facilities due to natural disasters and

severe weather conditions could, to the extent that lost

production cannot be compensated for by unaffected facilities,

adversely affect its business, results of operations or financial

condition. More generally, these severe weather conditions

could increase in frequency and severity due to climate

change.

ArcelorMittal’s reserve and resource estimates may

materially differ from mineral quantities that it may be able

to actually recover; ArcelorMittal’s estimates of mine life

may prove inaccurate; and changes in iron ore prices,

operating and capital costs and other assumptions used

to calculate these estimates may render certain reserves

and resources uneconomical to mine. 

There is a degree of uncertainty attributable to the estimation

of mineral reserves and resources. Until mineral reserves and

resources are actually mined and processed, the quantity of

metal and grades must be considered as estimates only and

no assurance can be given that the indicated levels of metals

will be produced.

The estimation of mineral reserves and resources is a

subjective process that is partially dependent upon the

15

Management report

judgment of the qualified persons preparing such estimates.

The process relies on the quantity and quality of available data

and is based on knowledge, mining experience, statistical

analysis of drilling and sampling results and industry practices.

Valid estimates made at a given time may significantly change

when new information becomes available.

ArcelorMittal periodically updates its mineral reserve and

resources estimates based on the conclusions of the relevant

qualified persons with respect to new data generated from

exploratory and infill drilling campaigns, results from technical

studies and the experience acquired during the operation of the

mine and metallurgical processing, as well as changes to the

assumptions used to calculate these estimates. Additional data

generated may not be consistent with the data on which

previous mineral resources and mineral reserves were based.

Therefore, estimates may change from period to period or may

need to be revised, and there can be no assurance that the

mineral resources or mineral reserves in this report will be

recovered at the grade, quality or quantities presented.

As a result, there can be uncertainty in the assumptions used

that may materially impact and result in significant changes to

the Company’s current estimates. The assumptions that can

fluctuate may include, but are not limited to: market prices

including long-term forecasts; operating and capital costs;

changes to estimation input parameters and techniques; and

changes to cut-off grades, mining, and metallurgical recovery

rates and, with respect to mineral resources, further

engineering, legal and economic feasibility that would allow for

the conversion to mineral reserves. These changes may also

render some or all of ArcelorMittal's current proven and

probable mineral reserves and measured and indicated mineral

resources uneconomic to exploit and may ultimately result in a

reduction of mineral reserves and resources. In addition, no

assurance can be given that mineral resources (in particular

inferred mineral resources, which are subject to a greater

amount of uncertainty as to their existence and their economic

and legal feasibility) will be upgraded to a higher category or

that any of the mineral resources not already classified as

mineral reserves will be reclassified as mineral reserves.

If a project proves not to be economically feasible by the time

ArcelorMittal is able to exploit it, ArcelorMittal may incur

substantial losses and be obliged to recognize impairments. In

addition, potential changes or complications involving

metallurgical and other technological processes that arise

during the life of a project may result in delays and cost

overruns that may render the project not economically feasible.

In addition, ArcelorMittal faces rising extraction costs over time

as reserves deplete.

ArcelorMittal’s reputation and business could be

materially harmed as a result of data breaches, data theft,

unauthorized access or suspected or successful hacking.

ArcelorMittal’s operations depend on the secure and reliable

performance of its information technology systems.

ArcelorMittal, has experienced, and continues to experience,

increasing intrusion attempts on its computer networks through

sophisticated and targeted phishing, ransomware and virus

attacks, some of which have resulted, and may in the future

result, in breaches of its information technology security. See

"—Cybersecurity".

Adverse consequences of technological advances like Industry

4.0, Cloud Computing, Internet of Things, GenAi and

Blockchain may continue to increase threats or cause damage

to ArcelorMittal, for example by impacting shop-floor systems

supporting production and maintenance and thereby forcing

plant operations to revert to manual mode with loss of

production, resulting in new risks to ArcelorMittal’s operations

and systems. Because the techniques used to obtain

unauthorized access, disable or degrade service or sabotage

systems change frequently and often are not recognized until

launched against a target, the Company may be unable to

anticipate these techniques or to implement in a timely manner

effective and efficient countermeasures. Although ArcelorMittal

performs annual cyber maturity assessments in many of its

business units, which are supplemented by in-depth cyber

audits and penetration testing exercises performed by

ArcelorMittal Global Assurance, the risk of significant data

breaches, data theft, unauthorized access, successful hacking,

or third-party compromise cannot be eliminated. There may

also be an increased risk of cybersecurity breaches due to

ongoing geopolitical tensions involving Russia or China. See

also "—Cybersecurity".

If unauthorized parties attempt or manage to bring down the

Company’s website or force access into its information

technology systems, they may be able to misappropriate

personal and confidential information, cause interruptions in

the Company’s operations, damage its computers or process

control systems or otherwise damage its reputation and

business. Any compromise of the security of the Company’s

information technology systems or those of its suppliers or

service providers could impact the Company’s ability to

maintain operations, disrupt the provision of services, result in

a loss of confidence in the Company’s security measures,

subject it to litigation, civil or criminal penalties, regulatory

actions (e.g., under the EU’s General Data Protection

Regulation) or adverse publicity, any of which could adversely

affect its financial condition and results of operations.

IV. Risks related to ArcelorMittal’s acquisitions and investments

ArcelorMittal has grown through acquisitions and may

continue to do so. Failure to manage external growth and

difficulties completing planned acquisitions or integrating

16

Management report

acquired companies could harm ArcelorMittal’s future

results of operations, financial condition and prospects.

The Company has made several large acquisitions in recent

years. To the extent ArcelorMittal continues to pursue

significant acquisitions, the associated financing may

(depending on the structure) result in increased debt, leverage

and gearing. Acquisitions also entail increased operating costs,

as well as greater allocation of management resources away

from daily operations. Managing acquisitions requires the

continued development of ArcelorMittal’s financial and

management information control systems, the integration of

acquired assets with existing operations, the adoption of

manufacturing best practices, handling any labor disruptions

that may arise, attracting and retaining qualified management

and personnel as well as the continued training and

supervision of such personnel, and the ability to manage the

risks and liabilities associated with the acquired businesses.

Acquisitions also have resulted, and may in the future result, in

subsequent disputes or financial liabilities, including in respect

of put options granted to selling shareholders over a retained

minority stake. See note 9.3 to the consolidated financial

statements for further information. In addition, acquisitions may

entail future capital expenditures, either as a condition or in

order to realize synergies, operational efficiencies or strategic

benefits. Such capital expenditure may not provide the

anticipated return on investment. More generally, failure to

manage acquisitions could have a material adverse effect on

ArcelorMittal’s business, financial condition, results of

operations or prospects. 

ArcelorMittal is currently and in the future may be subject

to legal proceedings or other proceedings, which could

negatively affect the Company’s profitability and cash

flows in a particular period. 

ArcelorMittal’s profitability or cash flows in a particular period

could be affected by adverse rulings in current and future legal

proceedings against the Company, which may be long and

protracted, entail substantial legal expenses, involve significant

management time and result in substantial provisions or losses

being recorded. See "—Key transactions and events in 2025—

Recent developments" and note 9.3 to the consolidated

financial statements.

ArcelorMittal’s strategic growth, maintenance and

decarbonization projects are subject to financing,

execution and completion risks. 

The Company has announced a number of strategic growth

and decarbonization projects, which are capital intensive, and

also regularly invests in significant maintenance capital

expenditures. See “Properties and capital expenditures—

Property, plant and equipment—Investments in joint ventures”

and “Properties and capital expenditures—Capital

expenditures”. The cost or time to complete any of these

projects may prove to be greater than originally anticipated.

Timely completion in accordance with budgeted amounts and

successful operation may be affected by factors beyond the

control of ArcelorMittal. These factors include receiving

financing on reasonable terms, obtaining or renewing required

regulatory approvals and licenses, securing and maintaining

adequate property rights to land and mineral resources, local

opposition to land acquisition or project development, stability

and economic viability of applicable regulatory framework,

managing relationships with or obtaining consents from other

shareholders, revision of economic viability projections,

demand for the Company’s products, local environmental or

health-related conditions, and general economic conditions.

Any of these factors may cause the Company to delay, modify

or forego some or all aspects of its development projects. For

investment projects that the Company expects to fund primarily

through internal sources, these sources may prove insufficient

depending on the amount of internally generated cash flows

and other uses of cash, and the Company may need to choose

between incurring external financing or foregoing the

investment. The Company cannot guarantee that it will be able

to execute its greenfield, brownfield or other investment

projects, and to the extent that they proceed, that it will be able

to complete them on schedule, within budget, or achieve the

volumes, revenues or anticipated return on its investment.

Conversely, should the Company decide to postpone or cancel

development projects, it could incur various negative

consequences such as litigation or impairment charges, as well

as loss of anticipated strategic benefits.

ArcelorMittal faces risks associated with its investments in

joint ventures and associates. 

ArcelorMittal holds numerous joint venture and associate

investments with a total carrying amount of $10.4 billion as of

December 31, 2025. See “Properties and capital expenditures

—Property, plant and equipment—Investments in joint

ventures” and note 2.4 to the consolidated financial

statements. These investments expose the Company to

several risks.

First, joint ventures and associates inherently involve shared

control or significant influence rather than full control, creating

risks of deadlock, slower decision‑making and challenges in

executing strategy. Where partners manage operations, there

is also a risk that their practices may not fully align with

ArcelorMittal’s standards, including controls, health, safety,

environmental and community requirements, which could lead

to higher costs, including for remediation measures, reduced

output or operational incidents affecting results and reputation.

Second, joint ventures may require significant financial support.

Although they are responsible for their own debt, ArcelorMittal

has guaranteed certain obligations (see note 9.4). If a joint

venture faces financial difficulties, the Company may be

required to make substantial cash contributions, extend loans

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Management report

or honor guarantees, and may also face losses on its

investment.

Financial exposure is particularly high for strategic joint

ventures undergoing expansion and development. AMNS India

is in particular pursuing large‑scale growth initiatives that may

not materialize as planned or may require

higher‑than‑expected capital. It has also undertaken recent

acquisitions financed through its own cash and existing

facilities (including shareholder‑guaranteed financings), and

future acquisitions are expected to follow a similar approach.

Its announced $7.7 billion capital expenditure program may

also face cost overruns. These risks are compounded by the

need for alignment between joint venture partners.

ArcelorMittal’s joint venture and associate investments have

resulted—and may continue to result—in impairments; for

example, the Company recorded a $1.4 billion impairment on

its investment in ADI in 2023.

V. Risks related to ArcelorMittal’s financial position and

organizational structure

Changes in assumptions underlying the carrying value of

certain assets, including as a result of adverse market

conditions, could result in the impairment of such assets,

including intangible assets such as goodwill. 

At each reporting date, in accordance with the Company’s

accounting policy described in note 5.3 to the consolidated

financial statements, ArcelorMittal reviews the carrying

amounts of its tangible and intangible assets (goodwill is

reviewed annually or whenever changes in circumstances

indicate that the carrying amount may not be recoverable) to

determine whether there is any indication that the carrying

amount of those assets may not be recoverable through

continuing use. If any such indication exists, the recoverable

amount of the asset (or cash-generating unit) is reviewed in

order to determine the amount of the impairment, if any.

If certain of management’s estimates change during a given

period, such as the discount rate, capital expenditures,

expected changes to average selling prices, growth rates,

shipments and direct costs, the estimate of the recoverable

amount of goodwill or the asset could fall significantly and

result in impairment. The Company has recorded significant

impairment charges over the years, including recently. While

impairment does not affect reported cash flows, decreases of

the estimated recoverable amount and the related non-cash

charge in the consolidated statements of operations have had

and could have a material adverse effect on ArcelorMittal’s

results of operations. Substantial amounts of goodwill and

tangible and intangible assets remain recorded on the

Company’s consolidated statement of financial position. As of

December 31, 2025, the Company’s balance sheet included

$4.3 billion of goodwill.

More generally, no assurance can be given as to the absence

of significant further impairment losses in future periods,

particularly if market conditions deteriorate. In particular,

changes in key assumptions used in the Group’s impairment

tests, due to market conditions, regulations (including

environmental and carbon emission regulations) or other

reasons (for example, assumptions regarding decarbonization

costs) may result in additional impairment losses being

recognized in the future. As disclosed in note 5.3 to the

consolidated financial statements, reasonably possible

changes in key assumptions could cause an impairment loss to

be recognized in respect of the AMKR and Brazil. For further

information on these risks and uncertainties in assumptions,

see also note 1.3 to the consolidated financial statements.

ArcelorMittal’s indebtedness could have an adverse

impact on its results of operations and financial position,

and the market’s perception of ArcelorMittal’s leverage or

of certain financial transactions may affect the price of its

securities. 

As of December 31, 2025, ArcelorMittal had total debt

outstanding of $13.4 billion, $5.5 billion of cash and cash

equivalents and restricted cash, and $5.5 billion available to be

drawn under existing credit facilities. The Company also relies

on its true sale of receivables programs ($5.0 billion of trade

receivables sold at December 31, 2025), as a way to manage

its working capital cycle. A substantial increase in indebtedness

could contribute to the Company’s vulnerability to adverse

economic and competitive pressures in its industry, limit

flexibility in planning for, or reacting to, changes in its business

and industry; limit its ability to borrow additional funds on terms

that are acceptable to the Company or at all. More generally, a

deterioration of market conditions may impact ArcelorMittal’s

ability to refinance its indebtedness on acceptable conditions or

at all. In addition, credit rating agencies could downgrade

ArcelorMittal’s ratings either due to factors specific to

ArcelorMittal, a prolonged cyclical downturn in the steel

industry and mining industries, macroeconomic trends (such as

global or regional recessions or economic shocks) or trends in

credit and capital markets more generally. The margin under

ArcelorMittal’s principal credit facilities and certain of its

outstanding bonds is subject to adjustment in the event of a

change in its long-term credit ratings, and downgrades that

occurred in the past resulted in increased interest expense.

Restrictive covenants in ArcelorMittal’s debt instruments

(current or future) may limit ArcelorMittal’s operating and

financial flexibility. Failure to comply with any covenant would

enable the lenders to accelerate ArcelorMittal’s repayment

obligations. In addition, the mere market perception of a

potential event of default could have a negative impact on

ArcelorMittal’s ability to refinance its indebtedness on

acceptable conditions.

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Management report

In addition to the foregoing specific risks relating to

ArcelorMittal’s indebtedness, the prices of its securities may be

affected by the markets’ perception of its leverage or any

potential financial transactions, such as equity offerings, which

may be implemented to increase financial flexibility.

ArcelorMittal’s ability to fully utilize its recognized

deferred tax assets depends on its profitability and future

cash flows. 

At December 31, 2025 and 2024, ArcelorMittal had $8.9 billion

recorded as deferred tax assets on its consolidated statement

of financial position. The deferred tax assets can be utilized

only if, and only to the extent that, ArcelorMittal’s operating

subsidiaries generate adequate levels of taxable income in

future periods to offset the tax loss carry forwards and reverse

the temporary differences prior to expiration. At December 31,

2025, the amount of future income required to recover

ArcelorMittal’s deferred tax assets of $8.9 billion was at least

$38.9 billion at certain operating subsidiaries.

ArcelorMittal’s ability to generate taxable income is subject to

general economic, financial, competitive, legislative, regulatory

and other factors that are beyond its control. If ArcelorMittal

generates lower taxable income than the amount it has

assumed in determining its deferred tax assets, then the value

of deferred tax assets will be reduced. In addition, assumptions

regarding the future recoverability of deferred tax assets

depend on management’s estimates of future taxable income

in accordance with the tax laws applicable to ArcelorMittal’s

subsidiaries in the countries in which they operate. If in the

course of its assessments management determines that the

carrying amount of any of its deferred tax assets may not be

recoverable pursuant to such prevailing tax laws, the

recoverable amount of such deferred tax assets may be

impaired.

Underfunding of pension and other post-retirement benefit

plans at some of ArcelorMittal’s operating subsidiaries

could require the Company to make substantial cash

contributions to pension plans or to pay for employee

healthcare, which may reduce the cash available for

ArcelorMittal’s business. 

ArcelorMittal’s principal operating subsidiaries in Brazil,

Canada, Europe and South Africa provide defined benefit

pension and other post-retirement benefit plans to their

employees. Some of these plans are currently underfunded,

see note 8.2 to the consolidated financial statements for the

total value of plan assets and any deficit.

ArcelorMittal’s funding obligations depend upon future asset

performance, which is tied to equity and debt markets to a

substantial extent, the level of interest rates used to discount

future liabilities, actuarial assumptions and experience, benefit

plan changes and government regulation. Because of the large

number of variables that determine pension funding

requirements, which are difficult to predict, as well as any

legislative action, future cash funding requirements for

ArcelorMittal’s pension plans and other post-employment

benefit plans could be significantly higher than current

estimates. Increases in the general life expectancy assumption

have contributed to increases in the defined benefit obligation.

In these circumstances, funding requirements could have a

material adverse effect on ArcelorMittal’s business, financial

condition, results of operations or prospects. 

ArcelorMittal’s results of operations could be affected by

fluctuations in foreign exchange rates, particularly the

euro to U.S. dollar exchange rate, as well as by exchange

controls imposed by governmental authorities in the

countries where it operates. 

ArcelorMittal operates and sells products globally and as a

result, its business, financial condition, results of operations or

prospects could be adversely affected by fluctuations in

exchange rates. A substantial portion of ArcelorMittal’s assets,

liabilities, operating costs, sales and earnings are denominated

in currencies other than the U.S. dollar (ArcelorMittal’s

reporting currency). Accordingly, its results of operations are

subject to translation risk (i.e., the U.S. dollar value of revenue

and profits generated in other currencies and its debt

denominated in other currencies), including, as has been

recently occurred, due to the reclassification of the cumulative

foreign exchange translation reserve upon a disposal of a

subsidiary, and transaction risk (i.e., a mismatch between the

currency of costs and revenue).

Moreover, ArcelorMittal operates in several countries whose

currencies are, or have in the past been, subject to limitations

imposed by those countries’ central banks, or which have

experienced sudden and significant devaluations. In emerging

countries where ArcelorMittal has operations and/or generates

substantial revenue, such as Argentina, Brazil, India, South

Africa, Venezuela and Ukraine, the risk of significant currency

devaluation is high.

Currency devaluations, the imposition of new exchange

controls or other similar restrictions on currency convertibility,

or the tightening of existing controls in the countries in which

ArcelorMittal operates could adversely affect its business,

financial condition, results of operations or prospects.

The Significant Shareholder could exercise significant

influence over the outcome of shareholder votes.

At December 31, 2025, HSBC Trustee (C.I.) Limited, as trustee

of a fully discretionary trust (referred to as the "Significant

Shareholder"), beneficially owned (within the meaning of Rule

13d-3 under the Securities Exchange Act of 1934, as

amended) ordinary shares amounting to 340,088,546 in the

aggregate (when aggregated with ordinary shares of

ArcelorMittal held directly by Mr. Lakshmi N. Mittal and Mrs.

Usha Mittal), representing 44.68% of ArcelorMittal’s then

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Management report

outstanding shares. As a result, the Significant Shareholder

could exercise significant influence over the decisions adopted

at the ArcelorMittal general meetings of shareholders, including

matters involving mergers or other business combinations, the

acquisition or disposition of assets, issuances of equity and

obtaining funding through debt. The Significant Shareholder

could also exercise significant influence over a change of

control of ArcelorMittal. Mr. Lakshmi N. Mittal and Mrs. Usha

Mittal are discretionary beneficiaries of the trust. For further

information on the Company’s major shareholders, see

“Shareholders and markets—Major shareholders”.

VI. Legal and regulatory risks

The income tax liability of ArcelorMittal may substantially

increase if the tax laws and regulations in countries in

which it operates change or become subject to adverse

interpretations or inconsistent enforcement.

Taxes payable by companies in many of the countries in which

ArcelorMittal operates are substantial and include value-added

tax, excise duties, profit taxes, payroll-related taxes, property

taxes, mining taxes and other taxes. Tax laws and regulations

in some of these countries may be subject to frequent change,

varying interpretation and inconsistent enforcement. Ineffective

tax collection systems and national or local government budget

requirements may increase the likelihood of the imposition of

arbitrary or onerous taxes and penalties, which could have a

material adverse effect on ArcelorMittal’s financial condition

and results of operations. In addition to the usual tax burden

imposed on taxpayers, these conditions create uncertainty as

to the tax implications of various business decisions. This

uncertainty could expose ArcelorMittal to significant fines and

penalties and to enforcement measures despite its best efforts

at compliance, and could result in a greater than expected tax

burden. See note 10 to the consolidated financial statements.

It is possible that tax authorities in the countries in which

ArcelorMittal operates will introduce additional revenue raising

measures. The introduction of any such provisions or

modification of tax rates, tax laws, treaties in an adverse

manner may affect the overall tax efficiency of ArcelorMittal

and may result in significant additional taxes becoming payable

and adversely effect on the Company’s financial condition,

results of operations, cash flows, liquidity and ability to pay

dividends.

ArcelorMittal is subject to economic policy, military,

political, social and legal risks and uncertainties

particularly in the markets (including emerging ones) in

which it operates or proposes to operate, and these

uncertainties may have a material adverse effect on

ArcelorMittal’s business, financial condition, results of

operations or prospects. 

ArcelorMittal operates in numerous emerging markets, where

economic modernization and infrastructure improvements are

assumed in its business strategy but cannot be assured.

Several of these markets continue to face difficult operating

conditions and remain vulnerable to economic crises triggered

by political or external shocks, which can amplify structural

imbalances. Recent crises in countries such as Argentina and

Turkey have negatively affected ArcelorMittal’s key markets in

Brazil and the EU. Any slowdown in economic development or

insufficient investment in critical infrastructure—such as

reliable electricity and natural gas networks—could disrupt

production and adversely affect the Company’s business,

financial condition and results.

Many jurisdictions where ArcelorMittal operates are undergoing

political transitions or face ongoing instability. These

environments may experience slow reform progress, shifts

between political systems, and episodes of civil unrest or

armed conflict. In some regions, such as Michoacán, Sinaloa

and Sonora in Mexico, operations are also exposed to acute

drug‑related violence. Additionally, military conflicts, including

in Ukraine, may directly or indirectly affect operations or

impede the Company’s ability to conduct business in affected

countries or neighboring countries or have other consequences

that could result in prolonged disruptions and volatility in the

Company’s business.

Legal systems in several emerging markets may have weaker

judicial independence, less robust property-rights protection

and limited mechanisms for enforcing court judgments or

arbitral awards. Assets in certain jurisdictions may be subject to

expropriation risks, as illustrated by Venezuela’s history of

selective nationalizations. While ArcelorMittal views emerging

markets as key long-term growth drivers and expects to direct

significant near‑term capital expenditure to them, legal and

institutional constraints could materially hinder the execution of

its growth plans and ongoing operations.

ArcelorMittal is subject to an extensive, complex and

evolving regulatory framework which may expose it and

its subsidiaries, joint ventures and associates to

investigations by governmental authorities, litigation and

fines, in relation, among other things, to antitrust and

compliance matters. The resolution of such matters could

negatively affect the Company’s strategy, operations,

profitability and cash flows in a particular period or harm

its reputation.

ArcelorMittal’s business encompasses multiple jurisdictions

and complex regulatory frameworks, including in relation to

antitrust, and economic sanctions, anti-corruption and anti-

money laundering matters. Laws and regulations in these

areas are complex and constantly evolving and enforcement of

them continues to increase. ArcelorMittal may as a result

become subject to increasing limitations on its business

activities and to the risk of fines or other sanctions for non-

compliance. From time to time, the Company is subject to

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Management report

review by authorities that monitor market power in any of the

markets in which it operates. To the extent that ArcelorMittal is

deemed by relevant authorities to exhibit significant market

power, it can be subject to various regulatory obligations and

restrictions, such as disposing of assets or granting access to

its operations to third parties or being prevented from

completing acquisitions, which could thereby adversely affect

its results of operations and profitability. As a result of its

position in the steel industry and its historical growth through

acquisitions, ArcelorMittal could be subject to governmental

investigations and lawsuits by private parties based on antitrust

laws. These could require significant expenditures and result in

liabilities or governmental orders that could have a material

adverse effect on ArcelorMittal’s business, operating results,

financial condition and prospects. An adverse ruling in such

type of proceedings could subject ArcelorMittal to substantial

administrative penalties and/or civil damages. No assurance

can be given that the Company will not be identified as having

significant market power in any relevant markets in the future

and that it will not be subject to additional regulatory

requirements.

ArcelorMittal’s governance and compliance processes, which

include the review of internal controls over financial reporting

as well as a Code of Business Conduct and other rules and

protocols for the conduct of business, may not prevent

breaches of laws and regulations or internal policies relating to

compliance matters at ArcelorMittal or its subsidiaries, as well

as to instances of non-compliant behavior by its employees,

contractors or other agents. Moreover, while ArcelorMittal’s

management concluded that the material weaknesses

identified in 2023 had been remediated as of December 31,

2024, any new material weakness in internal control over

financial reporting could reduce confidence in the Company's

published information, impact access to capital markets or the

trading price of its securities. The risk of non-compliance is

also present at ArcelorMittal’s joint ventures and associates

where ArcelorMittal has a non-controlling stake and does not

control governance practices or accounting and reporting

procedures.

Furthermore, ArcelorMittal is subject to evolving laws,

regulations, policies, and international accords relating to

matters beyond its core operations, including environmental

sustainability, climate change, human capital, and employment

matters. Some of these have recently come under increasing

scrutiny. For example, the U.S. administration has targeted

diversity, equity and inclusion (“DEI”) initiatives and

investigated certain private entities with respect to DEI

initiatives, including publicly traded companies. If ArcelorMittal

does not successfully manage expectations across varied

stakeholder interests, it could erode stakeholder trust and

impact its reputation. Such scrutiny could also expose

ArcelorMittal to the risk of litigation, investigations and

enforcement actions or challenges, including by U.S. federal or

state authorities, or result in reputational harm.

Unfavorable outcomes in current and potential future litigation

and investigations relating to antitrust and compliance matters

could reduce ArcelorMittal’s liquidity and negatively affect its

profitability, cash flows, results of operations and financial

condition, as well as harm its reputation.

U.S. investors may have difficulty enforcing civil liabilities

against ArcelorMittal and its directors and senior

management.

ArcelorMittal is incorporated under the laws of the Grand

Duchy of Luxembourg with its principal executive offices and

corporate headquarters in Luxembourg. The majority of

ArcelorMittal’s directors and senior management are residents

of jurisdictions outside of the United States. The majority of

ArcelorMittal’s assets and the assets of these persons are

located outside the United States. As a result, U.S. investors

may find it difficult to effect service of process within the United

States upon ArcelorMittal or these persons or to enforce

outside the United States judgments obtained against

ArcelorMittal or these persons in U.S. courts, including actions

predicated upon the civil liability provisions of the U.S. federal

securities laws. Likewise, it may also be difficult for an investor

to enforce in U.S. courts judgments obtained against

ArcelorMittal or these persons in courts in jurisdictions outside

the United States, including actions predicated upon the civil

liability provisions of the U.S. federal securities laws. It may

also be difficult for a U.S. investor to bring an original action in

a Luxembourg court predicated upon the civil liability provisions

of the U.S. federal securities laws against ArcelorMittal’s

directors and senior management and non-U.S. experts named

in this annual report.

Risk management process

Management is responsible for internal control in the Company

and has implemented on an ongoing basis a robust short,

medium and long-term risk – including environmental, social

and governance ("ESG")-related risks – management and

control system, which is designed to ensure its business is

focused on achieving its objectives and that significant risks

are identified and mitigated. The system is also designed to

ensure compliance with relevant laws and regulations.

The Company’s risk management and internal control system

is designed to determine risks in relation to the achievement of

business objectives and appropriate risk responses. The

establishment and maintenance of a risk identification and

management process is the responsibility of site/segment/

corporate function management. Risks are owned and

monitored by management. Risk officers designated by

management facilitate the conversations and help monitor the

action plans. Critical risks are escalated through existing

reporting lines. Critical risk decisions are not dissociated from

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Management report

the other decisions. Risks are analyzed by building models and

developing scenarios to understand potential financial impacts.

Short-term risks (within a 12-month time frame) are identified

through a bottom-up process by respective management

teams. Business segments and corporate functions consolidate

the identified risks and report the top ones as part of the

periodic reporting to key internal stakeholders. The Company

uses a risk management framework based on a blend of a

COSO (the Committee of Sponsoring Organizations of the

Treadway Commission) 2013, ISO 31000 and an in-house

model. Sites assess risks, including ESG and climate-related

risks, by assigning them a probability of occurrence, potential

financial impact and/or non-financial consequences. Global

trends, and the risks and opportunities identified as arising

from them, are used to inform the Company’s strategic outlook

and planning.

Based on management reviews, reviews of the design and

implementation of the Company’s risk management approach

and business and functional risk committees, management

provides an assessment each year, as required by law, of the

effectiveness of the Company’s risk management process.

It should be noted, however, that the above does not imply that

these systems and procedures provide certainty as to the

realization of operational and financial business objectives, nor

can they prevent all misstatements, inaccuracies, errors, fraud

and non-compliance with rules and regulations.

The Audit & Risk Committee assists the Board of Directors with

the oversight of risks to which the ArcelorMittal Group is

exposed and in the monitoring and review of the risk-

management framework and process.

The Global Assurance Department facilitates the risk

management process and provides support enabling business

as well as corporate functions to identify these risks and

opportunities to the business based on social, environmental,

regulatory, workforce, stakeholder, resource, technological and

other trends, and specify mitigation actions. A consolidated

report is shared on a half-yearly basis with the key

stakeholders.

With respect to climate, the work is coordinated by

ArcelorMittal’s executive officer for corporate business

optimization in consultation with segment CEOs; discussed on

a regular basis by the Group Management Committee; and

overseen by the Executive Office, which provides leadership

and guidance. The Company’s climate strategy financial risks

are brought to the attention of the Group Management

Committee and where financially significant at group level, are

addressed at the Corporate Finance and Tax Committee.

Central to the Company's approach is its work to advocate for

policy support strategy to ensure that ArcelorMittal can respond

to rising carbon prices with viable investments in

decarbonization technologies. At the same time, all of

ArcelorMittal's business segments are required to prepare

carbon emission reduction plans to reach net zero by 2050 as

part of the annual planning cycle.

With respect to security, the Company has put in place means

to ensure the security of its people, assets and intellectual

property by supporting business units on security governance,

security risk management, operational security, strategy and

continuous improvement. It develops and promotes security

policies, procedures, tools and processes to support security

process owners with identifying and assessing security risks,

related to people, assets and intellectual property. It also

identifies gaps, and implements appropriate leading practice

security controls to promote more secure and resilient business

environments.

As regards risks relating to the security of information systems,

ArcelorMittal has developed governance and security rules

which describe the recommended organization, infrastructure

and operating procedures. These provisions are applied across

the Company under the responsibility of the business

segments. The Group Chief Information Security Office defines

cyber security policies available and applicable for all

segments/units globally and develops general directives in

cyber security reflecting mission, goals and values of

ArcelorMittal. The cyber security policy focuses on protecting

information systems against disclosure to unauthorized users

(confidentiality), improper modification (integrity) and non-

access when required (availability). In addition, cyber maturity

assessments are performed annually in many business units

and supplemented by in-depth cyber audits and penetration

testing exercises performed by the Global Assurance

Department. For more detailed information regarding the

Company's cybersecurity risk management and strategy, see

"Cybersecurity" below.

Regarding risks relating to changes in the regulatory

environment and business ethics, the Legal, Compliance &

Company Secretary Department ("LCCSD") reporting to the

Chief Financial Officer establishes the Company's legal policy.

It provides effective advice to assist in identification and

monitoring of legal, regulatory and governance risks. The

LCCSD is supported by regional and segment general

counsels located across the business, who are further

supported by unit or country general counsels. The

Compliance structure is headed by Group Compliance and the

Data Protection Officer who report to the Group General

Counsel. The Group Compliance and Data Protection Officer is

supported by a Corporate Compliance team and a Group-wide

compliance network.

Internal control procedures

ArcelorMittal's internal control framework is based on the

COSO 2013. It includes the following five components: control

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Management report

environment, risk assessment, control activity, information and

communication and monitoring activities.

ArcelorMittal's internal controls aim to provide reasonable

assurance but not absolute assurance because of the inherent

limitations around effectiveness and efficiency of business

operations, reliability of financial information, compliance with

laws and regulations and compliance with policies and

procedures. The organization of ArcelorMittal's internal control

is aligned with group organization following which corporate

functions, business segments and operational entities are

directly accountable for establishing and maintaining effective

and adequate internal controls and procedures that conform to

the regulatory framework. The principles of control fit into the

framework of the rules of corporate governance. In particular,

these rules task the Audit & Risk Committee with monitoring

the effectiveness of the internal control and risk management

systems and of the internal audit, particularly as regards the

procedures for preparing and dealing with accounting, financial

and non-financial reporting.

Control environment

ArcelorMittal's control environment is primarily based on its

Code of Business Conduct and supported by a comprehensive

framework of policies and procedures in areas such as human

rights, anti-corruption and insider dealing. These documents

reflect the principles and concepts of the UN Global Compact,

the OECD Guidelines on Multinational Enterprises and UN

Sustainable Development Goal 16: peace, justice and strong

institutions. The Company’s Code of Business Conduct defines

what acting with integrity means in practice. It applies to all

directors, officers and employees of ArcelorMittal worldwide. To

maintain knowledge about the Code of Business Conduct and

other aspects of compliance, employees take part in training

programs based on a matrix system covering economic

sanctions, prevention of corruption, insider dealing regulation,

fraud awareness and prevention, anti-trust issues, human

rights, data protection and the Code of Business Conduct

every three years.

The Board of Directors, with the support of its Committees,

ensures that internal control functions operate properly. The

Audit & Risk Committee monitors the effectiveness of internal

control and risk management systems implemented by the

Board of Directors and management. As part of its role to foster

open communication, the Audit & Risk Committee meets at

least annually with management, the head of Global Assurance

and the Company’s independent accountants in separate

executive sessions to discuss any matters that the Audit & Risk

Committee or each of these persons believe should be

discussed privately. Management's responsibility is to ensure

that the organizational structure plans, executes, controls and

periodically assesses the Company's activities. It regularly

reviews the relevance of the organizational structures so as to

be in a position to adapt them swiftly to changes in the

activities and in the environment in which they are carried out.

The business segments' and operational entities' management

are responsible for the internal control and risk management

system within their scope of responsibility.

ArcelorMittal has defined responsibilities that cover the three

dimensions of internal control: operational management, which

is responsible for implementing internal control, support

functions such as Finance, Legal, Treasury, Human

Resources, Health & Safety and Sustainability & Environment

which prescribe the internal control systems, verify their

implementation and effectiveness and assist operational

employees, and Global Assurance who, through their audit

reports, provide recommendations to improve the effectiveness

of the systems.

Following a risk-based approach, business processes and/or

management systems may be the subject of an internal audit

performed by the Global Assurance Department reporting to

both the Audit & Risk Committee Chair and the Group

Executive Chairman in accordance with the international

framework of the internal audit and its Code of Ethics. The

audit plan, which is risk based, is submitted annually to the

Audit & Risk Committee. The Global Assurance Department

presents its results to the management of operational entities

and business segments and reports to the Audit & Risk

Committee, Executive Office and Group CFO.

The design and effectiveness of the key operational, financial

and information technology controls related to internal control

over financial reporting, are regularly examined and assessed

in compliance with the Sarbanes-Oxley Act.

Cybersecurity

Risk management and strategy

The Group Chief Information Security Officer and Head of

Cyber Risk follow the Group risk management program as

defined by the Global Assurance Enterprise Risk function in the

management of risks relating to the security of information

systems. For further information on the Global Assurance

team, see “Corporate governance—Sustainability committee—

Global Assurance”. The Group CISO is an experienced

information technology and operation technology executive. He

is a leading international chief information officer with proven

expertise in cyber security, digital transformation, IT integration

and business enablement. He joined ArcelorMittal in 2024 from

a leading transportation / logistics company where he served

as their IT senior vice president and international CIO from

2017. He holds an MBA in international management from the

Thunderbird School of Global Management, Glendale, Arizona,

USA, and a Bachelor of Engineering in electronics and

communication from the National Institute of Technology,

Trichy, India.

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Management report

On a quarterly basis, the Group CISO provides a cybersecurity

risk report to the Group Finance Risk Committee, headed by

the Group CFO, based on risks identified at the segment level,

which in turn reports to and assists the Board of Directors in

fulfilling its oversight responsibilities with respect to legal and

regulatory requirements, including cybersecurity. Risks

identified in the report are considered potential risks that may

affect all functions and departments across the Group.

The office of the CISO has identified the following key risk

areas:

1. Cyber attacks related to extortion, state sponsored actors,

espionage or external threats resulting in financial loss;

2. Data breaches from exfiltration of Personal Data (PII) or

Intellectual Property (IP) resulting in financial loss;

3. Cyber fraud from external or internal actors;

4. Disruption of operations resulting from cyber-related

outages;

5. Impacts on the business resulting from third party or supply

chain cyber incidents;

6. Inability to recover from or restore services in timely manner

(business resilience);

7. Inability to identify, detect or prevent spread of attacks

across the Company (defensibility);

8. Regulatory fines, penalties or lawsuits due to

misrepresentation of material incidents, poor cyber practices,

or inadequate protection or usage of artificial intelligence

(“AI”) technologies; and

9. Negative company reputation resulting from a loss of

confidence with investors and partners due to poor cyber

assessments.

As part of the risk management process, the Group’s local IT

teams, segment CIOs and segment CISOs also identify local

cyber risks and report to the Group Finance Risk Committee.

The office of the CISO defines policies and procedures related

to cyber and information security as well as to the permissible

and secure uses of cloud, operational technology (“OT”) and

the internet of things ("IoT") within the Company. ArcelorMittal

follows the National Institute of Standards and Technology

Cybersecurity Framework ("NIST CSF"). The Group’s

cybersecurity policies and standards focus on protecting

information systems against disclosure to unauthorized users

(confidentiality), improper modification (integrity) and non-

access when required (availability). These polices are

implemented across the Group and the standards are tracked

and reported on a quarterly basis. Additionally, the Company

has in place a global incident and crisis process with special

procedures for ransomware and data privacy (e.g., to increase

protection and address breaches). Most Group entities

undergo periodic security penetration testing exercises led by

the Group CIO/ CISO team or external third parties throughout

the year. Global Assurance as part of risk based approach also

conducts penetration tests independently.

The Company engages a wide range of third parties as part of

the implementation and operationalization of its cybersecurity

policies, cyber defense strategies and general cyber risk

management, including specialist assessors, security

consultants, IT auditors, forensic analysts, malware analysts

and other third-party specialists. All third-party security

providers that handle Company data or otherwise have access

to ArcelorMittal’s network and systems are required to

complete a rigorous risk assessment program in an online

platform, which includes checks for data and cloud security,

access, incident reporting and physical protection in

accordance with the NIST CSF as well as applicable Company

cybersecurity policies.

In addition, Cyber Maturity Assessments are performed

annually by an external consultant across many entities and

segments for both IT and OT, as well as the Group Cyber

Governance and Technology program. Assessments are

interview and evidence-based exercises focusing on many key

cyber processes, such as Vulnerability and Incident

Management, Patching and Change Management, Malware

Protection, Network Monitoring, Business Continuity and

Disaster Recovery, and Software Security. Additionally, Global

Assurance, as part of its risk based approach, performs cyber

audits and penetration tests (as part of the annual plan).

ArcelorMittal has been a long-standing customer of the BitSight

risk rating service and has defined specific target levels and

KPIs for cybersecurity in the BitSight platform. These risk

measures are monitored daily and reported quarterly to the

Data Protection Committee, led by the Group Data Protection

Officer with representation from Group Compliance, Group HR

and the Group CISO. BitSight also reports ArcelorMittal’s risk

profile to Glass-Lewis for purposes of investor reporting.

The office of the CISO has put in place an extensive online

dashboard and reporting process that tracks various metrics

related to cybersecurity risks across various operating units.

Such measures include:

1. BitSight External Cyber Ratings and Risk Factors

2. Cyber Awareness Education and Training

3. Phishing Exercises and Success Rates

4. Third Party Vendor Assessment Risk levels

5. Obsolescence Level

6. Endpoint Detection and Response ("EDR") and Network

Detection and Response ("NDR") effectiveness

7. Active Directory Security Posture

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Management report

8. Cloud Security Posture

9. Breach Detection effectiveness

10. Incident Response effectiveness

Cybersecurity Related Events in 2025

In 2025, ArcelorMittal did not experience any cyber-attacks,

cybersecurity threats or other information security incidents

that materially affected or were reasonably likely to materially

affect the Company’s business strategy, results of operations

or financial condition. See "Introduction—Risk Factors and

Control—Risk factors—ArcelorMittal’s reputation and business

could be materially harmed as a result of data breaches, data

theft, unauthorized access or suspected or successful

hacking”.

Governance

ArcelorMittal has implemented a distributed organizational

model. At the Group level, the Group CISO defines the global

cybersecurity strategy and roadmap.

The global cybersecurity strategy and roadmap is informed by

the ArcelorMittal Security Incident Classification and Escalation

Procedures as well as the ArcelorMittal Cyber Crisis

Management Procedures (collectively, the “Cybersecurity

Policy and Procedures”). The Cybersecurity Policy and

Procedures define the core principles of security risk

management and the procedures for security management,

including the roles and responsibilities of key personnel,

strategy and measures to cope with information security

breaches and related communication procedures.

Every cybersecurity occurrence or threat that rises to a specific

level defined in the Cybersecurity Procedures is reviewed in

the various security councils set out below and communicated

to the appropriate committees as defined in the Cybersecurity

Procedures. Any such cyber incident is promptly reported by

the Group CISO to (a) the Global Ransomware Crisis

Committee and (b) the Group CFO and Disclosure Committee

for decision-making regarding external communication to

regulators or investors.

In fulfilling its oversight responsibilities, the Board oversees

cyber risks and incidents via the Audit & Risk Committee and

approves proposals or modifications to the Cybersecurity

Procedures. The Audit & Risk Committee relies on information

provided from Global Assurance, to which the Group CFO

provides information about risks. The Group CFO provides

information to both the Audit & Risk Committee and the Group

CEO.

The following teams are organized under and report to the

Group CISO:

• the Group Chief Information Officer (“CIO”) Council (headed

by the Group CISO and made up of segment CIOs and

other specialists) leads and manages the different business

segments, which are responsible for the implementation

and management of security controls, processes and

technology within their respective business segments.

• the Group Chief Information Security (“CISO”) Council 

(headed by the Group CISO and consisting of security

officers from core segments CIOs, and Global Assurance)

is responsible for decision-making relating to all security

topics, defining roadmaps and execution of strategies and

protection within their respective segments.

• the Global Ransomware Crisis Committee made up of

various heads of leadership functions such as Legal, IT,

Treasury, Communication, Investor Relations and Global

Assurance, with the assistance of a third-party service

provider acting as the Company’s ransomware negotiator

and advising partner, is responsible for advancing and

implementing the decision-making processes in the event of

a ransomware outbreak across the Company and any

demands for ransom payments.

• the Data Protection Committee consisting of Group

Compliance, Group HR and Group CISO, and led by the

Group’s Data Privacy Officer, meets quarterly to review any

incidents or risks involving data privacy matters, and its

recommended actions are implemented across the Group.

BUSINESS OVERVIEW

Business strategy

ArcelorMittal's strategy is designed to maintain its position as

one of the world’s leading integrated steel and mining company

for the long-term, enabling it to deliver value to shareholders

and all stakeholders through the cycle in a rapidly changing

world, where material demand is expected to continue to rise

but an increasingly sustainable and circular economy are

required. ArcelorMittal is an established metals & mining

industry leader, with a unique offering of global scale, product

diversity and supply chain integration, backed by continuous

innovation and a strong balance sheet. With an established

track record of consistent free cash flow generation, access to

higher growth markets, and a commitment to low-carbon steel

making toward net zero by 2050, ArcelorMittal is well

positioned to deliver long term sustainable value to

stakeholders.

Having seen the value in creating the only truly global steel and

mining champion, ArcelorMittal seeks to maintain a leading

position in attractive product-market segments worldwide

through active portfolio management. It operates through all

parts of the steel value chain, wherever the Company sees

opportunities to create value. This includes the mining of raw

materials through to downstream transformation and

distribution activities, especially where these provide synergies

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Management report

to ArcelorMittal's core activities in steel. The Company sees the

value of being present in both developed markets, with higher

per capita steel demand and sophisticated, high-value product

offerings, and developing markets, which offer strong long-term

growth potential.

Its large and global asset base provides ArcelorMittal a unique

opportunity to benchmark and leverage scale and scope to

maintain world-class operations that produce a wide range of

steels for the mobility, construction, infrastructure, industrial

and energy sectors. The Company's research and

development team is relentlessly pushing both process and

product innovation frontiers, inventing smarter steels to further

enhance its product and service offerings to meet evolving

needs of ArcelorMittal's customers. Embracing digitalization

across all its functions is enabling the Company not only to

release value through efficiencies but to also transform the way

it operates and in some cases change the very value chain

itself. And taking advantage of steel’s unique ability to be

completely reusable and recyclable, ArcelorMittal is developing

innovative processes that use less energy, emit less carbon,

and reduce costs.

Maintaining a strong balance sheet provides the financial

flexibility critical to ongoing investment in ArcelorMittal's

existing asset base as well as enabling it to take advantage of

opportunities to transform for the future,  ensuring long-term

sustainability and consistent shareholder returns.

The Company's ability to successfully execute this strategy is

down to its people. Recognizing its unique organizational DNA,

ArcelorMittal works to maintain the entrepreneurial spirit and

passion for excellence that supported its growth and is key to

its future success. And wherever ArcelorMittal is in the world,

the safety and wellbeing of its people is always its first priority.

Three themes

Steel. ArcelorMittal looks to expand its leadership role in

attractive markets and segments by leveraging the Company’s

technical capabilities and its global scale and scope. These are

critical differentiators for sophisticated customers that value the

distinctive technical and service capabilities the Company

offers. Such customers are typically found in the automotive,

energy, infrastructure and a number of smaller markets where

ArcelorMittal is a market leader. In addition, the Company is

present in, and will further develop, attractive steel businesses

that benefit from favorable market structures or geographies. In

developing attractive steel businesses, ArcelorMittal’s goal is to

be the supplier of choice by anticipating customers’

requirements and exceeding their expectations. It will invest to

develop and grow these businesses and enhance its ability to

serve its customers. Given the volatile nature of the industry,

these investments will be highly disciplined, leveraging

advanced project management capabilities, balancing financial

and sustainable considerations with targeted strategic

opportunities. Commodity steel markets will inevitably remain

an important part of ArcelorMittal’s steel portfolio. Here, a lean

cost structure should limit the downside in weak markets while

allowing the Company to capture the upside in strong markets.

Finally, ArcelorMittal is developing a strategic response to the

challenges and opportunities posed by decarbonization, which

it believes will fundamentally change the market structure of

the steel industry.

Mining. ArcelorMittal is working to continue to create value

from its world-class mining business. Mining forms part of the

steel value chain but typically enjoys a number of structural

advantages, such as a steeper cost curve. The Company's

strategy is to create value from its most significant assets,

through selective expansion and de-bottlenecking, by

controlling cost and capital expenditure, and by supplying

products that are highly valued by steel producers.

ArcelorMittal's financial capability has allowed it to continue to

invest in key mining assets (in particular AMMC as well as

ArcelorMittal Liberia and Serra Azul), while the diversity of its

steel and mining portfolio facilitates the ability of the mining

business to optimize the value of its products in the

steelmaking process. The Company's mining business aspires

to be the supplier of choice for a balanced mix of both internal

and external customers, while at the same time providing a

natural hedge against market volatility for its steel operations.

The mining business should also support the decarbonization

of the steel footprint through optimization of mining product mix

by supplying raw materials needed for the low emissions

footprints.

All operations. ArcelorMittal strives to achieve best-in-class

competitiveness. Operational excellence, including health and

safety, the number one priority, is at the core of the Company's

strategy in both steel and mining. The Company steadily

optimizes its asset base to ensure it is achieving high operating

rates with its best assets. Its technical capabilities and the

diversity of its portfolio of businesses underpin a strong

commitment to institutional learning and continuous

improvement through measures such as benchmarking and

best-practice sharing. Innovation in products and processes

also plays an important role while supporting overall

competitiveness. In addition, ArcelorMittal continues to

optimize its decarbonization pathway to ensure that the

Company remains competitive and achieves an appropriate

return on the required investment.

Five key strategic enablers

Critical to implementing this strategy are five key enablers:

A clear license to operate. Many of ArcelorMittal's businesses

are located in regions that are in the early stages of economic

development. Practically all are resource-intensive. The

Company recognizes that it has an obligation to act responsibly

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Management report

towards all stakeholders. ArcelorMittal's commitment to

sustainability and safety is outlined below. See "Business

overview—Sustainable development". Sustainability and safety

are core values that underline ArcelorMittal's efforts to be both

the world’s safest steel and mining company and a responsible

environmental steward.

A strong balance sheet. The Company maintains a strong

balance sheet with credit metrics consistent with an investment

grade credit rating. This provides a strong foundation for its

balanced capital allocation: to invest in organic growth,

consistently reward shareholders, and maintain the flexibility,

on a selective basis, to pursue acquisitive growth opportunities.

A decentralized organizational structure. ArcelorMittal's

scale and scope are defining characteristics that give it a

competitive advantage. They also introduce complexity and the

risks of inefficiency, bureaucracy and diffuse accountability. To

manage these risks, the Company favors a structure in which

the responsibility for profit and loss is focused on business

units aligned with markets.

Active portfolio management. Throughout the Company's

history, it has sought to grow and strengthen the business

through acquisitions. That remains the case. The acquisition of

existing assets and businesses is typically seen as a more

attractive growth path than greenfield investment. The

Company is, however, also willing to dispose of businesses

that cannot meet its performance standards or that have more

value to others.

The best talent. ArcelorMittal's success will depend on the

quality of its people, and its ability to engage, motivate and

reward them. As detailed below, the Company is committed to

investing in its people and ensuring a strong leadership

pipeline. See "Management and Employees—Employees—

Employee development". It will continue to improve its

processes to attract, develop and retain the best talent.

ArcelorMittal's ability to execute its strategy is supported by

several enduring competitive strengths:

Market leader in steel. ArcelorMittal had annual achievable

production capacity of approximately 74.6 million tonnes of

crude steel for the year ended December 31, 2025 (76.7 million

tonnes in 2024). Steel shipments for the year ended December

31, 2025 totaled 54.0 million tonnes (54.3 million tonnes in

2024). ArcelorMittal has significant operations in many

countries which are described in "Properties and capital

expenditures". In addition, many of ArcelorMittal’s operating

units including through its joint ventures have access to

developing markets that are expected to experience, over time,

above-average growth in steel consumption (such as Central

and Eastern Europe, South America, India, Africa and

Southeast Asia).

The Company sells its products in local markets and through a

centralized marketing organization to customers in

approximately 126 countries. ArcelorMittal’s diversified product

offering, together with its distribution network and research and

development (“R&D”) programs, enable it to build strong

relationships with customers, which include many of the world’s

major automobile and appliance manufacturers. The Company

is a strategic partner to many major original equipment

manufacturers (“OEMs”) and has the capability to build long-

term contractual relationships with them based on early vendor

involvement, contributions to global OEM platforms and

common value-creation programs.

A world-class mining business. ArcelorMittal has a global

portfolio of 8 operating units with mines in operation and

development and is among the largest iron ore producers in

the world. In 2025, ArcelorMittal sourced a large portion of its

raw materials from its own mines and facilities including leases.

The table below reflects ArcelorMittal's self-sufficiency through

its mining operations in 2025.

Millions of metric tonnes		Consumption		Sourced from own mines/ facilities2			Self- sufficiency %
Iron ore		69.3		49.9			72%
PCI & coal1		26.3		—			—%
Coke		15.8		14.4			91%
Scrap & DRI		24.8		13.6			55%

1. Includes coal only for the steelmaking process and excludes steam coal for

power generation. ArcelorMittal's consumption of PCI and coal was 6.1 million

tonnes (6.3 million tonnes in 2024) and 20.3 million tonnes (21.3 million

tonnes in 2024), respectively, for the year ended December 31, 2025.

2. Assumes 100% consumption of ArcelorMittal's iron ore and coal shipments.

The Company has iron ore mining activities in Brazil, Canada,

Liberia, Mexico, Ukraine, South Africa and through its joint

venture in India and associate in Canada (Baffinland). As of

December 31, 2025, ArcelorMittal’s iron ore reserves (including

reserves at mines where ArcelorMittal owns less than 100%,

based on ArcelorMittal's ownership percentage even if

ArcelorMittal is entitled to mine all the reserves, and including

reserves for which use is restricted) were estimated at 3,728

million tonnes run of mine. See “Properties and capital

expenditures—Mineral reserves and resources” for a detailed

list of the entities with mineral reserves and resources and

ownership structure. The Company’s long-life iron ore reserves

and resources provide a measure of security of supply and an

important natural hedge against raw material volatility and

global supply constraints. The seaborne iron ore mining

business is managed as a separate segment which enhances

ArcelorMittal’s ability to optimize capital allocation.

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Management report

ArcelorMittal’s facilities have good access to shipping facilities,

including through ArcelorMittal’s own, or partially owned, 18

deep-water port facilities and linked railway sidings.

Market-leading automotive steel business. ArcelorMittal has

a leading market share (approximately 16% of the worldwide

market) in automotive, and is a leader in the fast-growing

advanced high-strength steels ("AHSS") segment, specifically

for flat products. ArcelorMittal is the first steel company in the

world to embed its own engineers within an automotive

customer to provide engineering support. The Company begins

working with OEMs as early as five years before a vehicle

reaches the showroom, to provide generic steel solutions, co-

engineering and help with the industrialization of the project.

These relationships are founded on the Company’s continuing

investment in R&D and its ability to provide well-engineered

solutions that help make vehicles lighter, safer and more fuel-

efficient.

ArcelorMittal has continued to extend the S-in Motion® catalog

according to the automotive market trends. The S-in Motion®

battery electric vehicles ("BEV") catalog of steel solutions has

been adapted to include specific products for BEV's including

new designs focused on battery protection. Advanced and

especially ultra-high strength steels, innovative press hardened

steels, and laser welded blanks are especially highlighted as

key solutions for optimal performance (passenger safety/

lightweighting) and battery protection. The growth of various

types of electric vehicles is expected to impact design and

manufacturing leading to demand for different materials and

steel grades, and more AHSS for battery protection. For

instance, both the battery box and body structure have to

protect the battery in the event of a crash.

In 2025, in a rapidly evolving automotive industry, flexibility is a

core component. ArcelorMittal's Multi Part Integration® (MPI)

program maximizes automotive manufacturers’ abilities to

adapt through the power of less: less parts, less processes,

less floor space, less time, less materials, less CO₂ and less

assembly costs to harness the strength of steel. MPI uses

ArcelorMittal's press-hardened steels (PHS) and patented

laser-welding technology to streamline manufacturing and

reduce assembly complexity by maximizing part integration.

This modular solution can be applied across all powertrains

and can be used to simplify the design and production of the

battery pack, chassis, and body-in-white applications for e-

mobility and micro-mobility.

In the automotive industry, ArcelorMittal mainly supplies the

geographic markets where its production facilities are located,

which are Europe, North and South America, South Africa,

India through its joint venture AMNS India, and China through

Valin ArcelorMittal Automotive Steel Co., Ltd (“VAMA”), a joint

venture with Hunan Valin. VAMA’s product mix is oriented

toward higher value products and mainly toward the OEMs to

which the Company sells tailored solutions based on its

products. With sales and service offices worldwide and

production facilities in North and South America, South Africa,

Europe, India and China, ArcelorMittal believes that it is

uniquely positioned to supply global automotive customers with

the same products worldwide. The Company has multiple joint

ventures and has also developed a global downstream network

of partners through its distribution solutions activities. This

provides the Company with a proximity advantage in virtually

all regions where its global customers are present.

Sustainability (with focus on CO2 emission reduction in the

supply chain) has become a key requirement in the automotive

industry linked to the importance of sustainability in the holistic

electrical vehicle market. Since 2021, ArcelorMittal has

launched two solutions under the XCarb® brand: XCarb® steel

certificates and XCarb® recycled and renewably produced,

which were well received in automotive industry and markets

upon their launch in Europe and North America, exhibiting

potential for reduction in CO2 emissions. ArcelorMittal also

combines manufacturing simplification and sustainability with

the development in Europe of the XCarb® Door Ring.

For further details on the new products under development,

see "Business overview—Research and development”.

Diversified and efficient producer. As a global steel

manufacturer with a leading position in many markets,

ArcelorMittal benefits from scale and production cost

efficiencies in various markets and a measure of protection

against the cyclicality of the steel industry and raw materials

prices.

• Diversified production process. In 2025, approximately

41.2 million tonnes of crude steel were produced through

the basic oxygen furnace ("BOF") and approximately 14.4

million tonnes through the EAF process. This provides

ArcelorMittal with greater flexibility in its raw material and

energy use, and increased ability to meet varying

customer requirements in the markets it serves.

• Product and geographic diversification. By operating a

portfolio of assets diversified across product segments and

geographic areas, ArcelorMittal benefits not only from the

ability to focus on the most attractive market segments

globally but also from a number of natural hedges. As a

global steel producer with a broad range of high-quality

finished and semi-finished steel products, ArcelorMittal is

able to meet the needs of diverse markets. Steel

consumption and product requirements vary between

mature economy markets and developing economy

markets. Steel consumption in mature economies is

largely from flat products and a higher value-added mix,

while developing markets utilize a higher proportion of long

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Management report

products and commodity grades. As developing

economies mature and markets evolve, local customers

are expected to require increasingly advanced steel

products. To meet these diverse needs, ArcelorMittal

maintains a high degree of product diversification and

seeks opportunities to increase the proportion of its

product mix consisting of higher value-added products.

• Upstream integration. ArcelorMittal believes that its own

raw material production provides it with a competitive

advantage over time. Additionally, ArcelorMittal benefits

from the ability to optimize its steel-making facilities’

efficient use of raw materials, its global procurement

strategy and the implementation of Company-wide

knowledge management practices with respect to raw

materials. Certain of the Company’s operating units also

have access to infrastructure, such as deep-water port

facilities, railway sidings and engineering workshops that

lower transportation and logistics costs.

• Downstream integration. ArcelorMittal’s downstream

integration, primarily through its Europe segment for

distribution solutions, enables it to provide customized

steel solutions to its customers more effectively. The

Company’s downstream assets have cut-to-length, slitting

and other processing facilities, which provide value

additions and help it to maximize operational efficiencies.

Dynamic responses to market challenges and

opportunities. ArcelorMittal’s management team has a strong

track record and extensive experience in the steel and mining

industries.

In 2024, the Company completed the previously announced

three-year $1.5 billion value plan ($1.4 billion scope adjusted

for the sale of ArcelorMittal Temirtau operations on December

7, 2023) focused on creating value through well-defined

commercial and operational initiatives. The actions taken

during this period yielded cumulative benefits of $1.4 billion

(approximately 100% of the scope adjusted target). These

included $0.4 billion of commercial initiatives, $0.7 billion of

variable costs savings and $0.2 billion of logistic and other

improvements.

Proven expertise in acquisitions

ArcelorMittal’s management team has proven expertise in

successfully acquiring and subsequently integrating operations.

The Company takes a disciplined approach to investing and

uses teams with diverse areas of expertise from different

business units across the Company to evaluate opportunities,

conduct due diligence and monitor integration and post-

acquisition performance. The Company introduces focused

capital expenditure programs, implements Company-wide best

practices, balances working capital, ensures adequate

management resources and introduces safety and

environmental improvements at acquired facilities. ArcelorMittal

believes that these operating and financial measures have

improved the operating performance and the quality of steel

produced at such facilities.

In recent years, the Company has focused on portfolio

optimization, including assets disposals (such as its steel and

mining operations in Kazakhstan in 2023 and in Bosnia and

Herzegovina in 2025) and strategic M&A activity including the

acquisition of the flat products facility ArcelorMittal Pecém in

Brazil in 2023 and in 2024 a 28% stake in Vallourec, which

presents a compelling opportunity to increase the Company’s

exposure to the attractive, downstream, value-added tubular

market, as well as several steel recycling and construction

businesses in the Sustainable Solutions segment. In 2025,

ArcelorMittal acquired control of the former joint ventures

ArcelorMittal Tailored Blanks Americas (supplying light-

weighting solutions to the automotive industry), Tuper (a

Brazilian pipe manufacturer) and AMNS Calvert in Alabama

(U.S.), one of the most advanced steel finishing facilities in

North America (see also "Introduction— Key transactions and

events in 2025").

Sustainable development

ArcelorMittal is committed to the industry’s efforts to

decarbonize and to being part of the solution to the world

reaching net-zero by 2050. As innovation is central to the

Company's success given the onus it places on research and

development with the goal of ensuring ArcelorMittal is at the

forefront of the evolution of steelmaking processes and

products, the Company has developed a flexible yet

comprehensive approach to advancing low-emissions

steelmaking technologies with the potential to enable low- and

near-zero emissions steelmaking.

Markets

As shown by the following graph, ArcelorMittal has a diversified

portfolio of steel and mining products to meet a wide range of

customer needs across many steel-consuming sectors,

including automotive, appliance, engineering, construction,

energy and machinery and via distributors.

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Management report

* Other steel sales mainly represent metal processing, machinery, electrical

equipment and domestic appliances

**Other sales mainly represent mining, chemicals & water, slag, waste, sale of

energy and shipping

For the construction market, which represented 20% of the

Company's revenue in 2025, ArcelorMittal offers the most

complete range of grades and specifications of structural steel,

façade, ceiling and floor systems, sheet piles solutions for

foundations and underground car park systems, steel plumbing

solutions and a complete portfolio of reinforcement products.

This includes rebar developed specifically for areas with high

seismic activity, and steel fibers for tunnelling and other

infrastructure projects.

Automotive and mobility, which represented 17% of the

Company's revenue in 2025, offers a complete range of flat

high strength steel products:

• Drawing steels provide a range of non-alloyed mild steels

designed for deep and extra-deep drawing applications.

• High-yield high strength steels ("HSS") allow complex parts

to be formed for both visible and non-visible parts.

• First Generation AHSS offer carmakers their first chance to

make significant weight reductions to their vehicles. Third

Generation AHSS steels have been specifically developed

for OEMs who utilize cold stamping and forming

technologies. These grades are particularly suitable for

automotive safety, enhancing crash resistance.

• Martensitic steels are particularly useful in anti-intrusion

applications where they contribute to light-weighting while

enhancing safety.

• Press hardenable steels ("PHS") offer ultra high strength and

the ability to form complex shapes. This makes them ideal

for hot stamping processes and enables OEMs to achieve

excellent weight reductions across the vehicle.

• ArcelorMittal’s iCARe® range of electrical steels for e-

mobility enables OEMs to design compact, light-weight,

efficient and power-dense traction motors with unmatched

range; iCARe® steels also help to light-weight the motors

and electrical systems in conventional internal combustion

engine (ICE) vehicles.

ArcelorMittal's mobility market also includes maritime transport

(all varieties of ships, including general cargo carriers,

container ships, cruise ships and large tankers that carry

liquefied natural gas) and rail transport (railway tracks and

trains).

In the energy market, ArcelorMittal is a leading supplier of

specialist steels to the wind energy industry, supplying heavy

plates and coils for towers, reinforcing bars and ballast for

foundations, and supplying electrical steels for generators. For

solar energy, the Company provides the high-performance

steels, coatings and structural solutions that the latest

generation of solar photovoltaic and solar thermal installations

are built from. Although the renewable energy revolution is

underway, the world will still rely on traditional fossil fuels such

as oil and gas during a transitional phase. ArcelorMittal

supplies the steels for onshore and offshore platforms, liquified

natural gas ships, pipelines, refineries, and fuel storage. Steel

plates are also a core component for pressure vessels and

many other major structural applications in power generation

and petrochemical processing.

In addition, ArcelorMittal offers an extensive range of products

serving all parts of the packaging industry. This includes tin or

chromium plated steel with a wide range of mechanical

properties, and a variety of coating options.

Research and development

The Company’s Global Research and Development ("R&D" or

"Global R&D") division provides the technical foundation for the

sustainability and commercial success of the Company by

stimulating innovative thinking and the continuous

improvement of products and processes.

The Company operates 14 research sites in 9 countries around

the world. In 2025, ArcelorMittal’s R&D expense was $335

million (compared to $285 million and $299 million in 2024 and

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Management report

2023, respectively). In addition, the Company capitalized $41

million of research and development expenses in 2025

(compared to $29 million in 2024 and $26 million in 2023).

In 2025, R&D launched 19 new products and solutions to

accelerate sustainable lifestyles, and 22 products and solutions

to support sustainable construction, infrastructure and energy

generation.

Among its R&D initiatives, in 2025, the Company undertook a

total of 213 Life Cycle Assessment ("LCA") studies related to

steel products and the processes used to produce them, all

guided by the relevant standards. 

In the Company's S-in Motion® catalog, the PHS family has

been enriched with Usibor® 2000 enhanced, best-in-class

material for car bodies with regards to safety and lightweight.

AHSS products are among the most affordable solutions on the

market for both passengers and battery protection.

Driven by the growth of the Electric Vehicle market, numerous

electrical steels are under development for implementation in

new models in the coming 5 years; among them 420Save

27-14 has reached commercial stage.

For public transportation, the reduction of CO2 emissions in rail

production is expected in 2026, with R&D providing strong

support throughout 2025 to anticipate the transition from BF-

BOF to EAF routes. ArcelorMittal is fully involved in the

development of solutions dedicated to the Global Energy

Transition. In the renewable energy area, Magnelis® long

lasting coating combined with Hyper® high strength steels

have become a material of choice for light weight solar

mounting systems. Heavy coating weight up to 800g/m² and

Hyper® grades up to 700MPa yield strength were introduced to

the market in 2025 for customer testing. Additionally, the

Company is working on the development of solutions suitable

for the hydrogen economy, electricity grids, carbon capture,

storage and use, and bioenergy.

The production of a complete range of low-CO2 steels allows

for a reduction in carbon footprint by up to 65%. 10 new

XCarb® Recycled and Renewably Produced ("RRP") products

have been commercialized in 2025 for the Automotive, Energy

and Construction markets. A new route has been developed at

European plants in Hamburg and Gijón to produce tire-cord

with 50-100% scrap to answer customers’ specifications for

sustainable steel solutions. For all of these products,

Environmental Product Declarations ("EPD") and Product

Carbon Footprint ("PCF") certificates have been released.

XCarb^® RRP steels (flat, long, tubular, profiles, sandwich

panels) have been incorporated into Steligence^® building

concepts. Steligence^® is the holistic platform for

environmentally friendly and cost-effective steel solutions for

circular use (design for re-use), resilience with respect to

exceptional events (floods and storms), as well as solutions for

thermal retrofit or solar energy harvesting. Helioroof^®, a

building integrated PhotoVoltaic sandwich panel solution has

reached commercial stage. First pilot buildings are under

construction.

In construction and infrastructure, R&D pursued the

development of new sections and sheet piles products at the

Belval, Rodange and Differdange plants in Luxembourg, taking

full advantage of digital and AI solutions to predict product

quality and mechanical properties, optimize production flows,

facilitate rolling operations, and monitor non-quality.

In process research, the focus remained on innovations in the

following domains:

By-products and circular economy.

The Company is advancing its circularity goals through

innovative models, cutting-edge methods, and collaborative

partnerships.

In 2025, R&D developed models to predict by-product quality

"ByP" in new steelmaking routes under different operational

conditions and steel grades. In 2026, as part of ArcelorMittal’s

European decarbonization program, a new EAF will begin

operating in Gijón, Spain. These models forecast ByP qualities,

enabling effective by-product management for this new asset.

Other circular economy efforts which continued in 2025 involve

using mining tailings as secondary raw materials, either by

creating marketable products or by reusing them internally and

in construction.

Progress against air pollution.

In 2025, R&D continued to develop scientific models and

advanced AI algorithms to quantify dust emissions, including

diffuse sources.

ArcelorMittal also has research activities focused on innovative

de-dusting and gas cleaning technologies (Nitrogen Oxides

(“NOx”), and Sulphur Oxides ("SOx")). In 2025, R&D tests

proved significant multipollutant emissions reduction at a semi-

industrial scale.

Progress in water management.

ArcelorMittal is actively seeking solutions to address water

vulnerability in certain regions. In 2025, the R&D team

commissioned a sophisticated pilot plant in Tubarão, Brazil,

equipped with solar-powered sensors designed to monitor

fundamental water quality parameters. The pilot project

produced encouraging results during its testing phase

throughout the year.

R&D continues supporting ArcelorMittal’s three

decarbonization routes:

The Company’s Volteron™ iron electrolysis project

successfully operated the 1:1 vertical cell pilot, and John

Cockerill, its partner in this initiative, has completed the

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Management report

engineering design for a full-scale industrial plant, thereby

demonstrating the technology’s techno-economic feasibility.

Regarding the EAF route, the Company's new EAF and scrap

expert control systems are running pilots in Differdange and

Sestao, respectively. First trials with cold agglomeration

products in Contrecoeur's and Acindar's DRI plants were

conducted, with promising results in both cases.

In 2025, the R&D team, along with the Group's CTO team,

validated the techno-economic feasibility of Green Blast

Furnace Top Gas Recycling which uses oxygen for a pilot blast

furnace in Germany, one of the initiatives in decarbonization of

the blast furnace route.

In 2025, ArcelorMittal continued deploying advanced models to

improve the energy efficiency of reheating furnaces. These

solutions have been industrialized across 23 furnaces in 19

plants, delivering meaningful reductions in energy consumption

and supporting the Company's decarbonization objective.

Building on this success, an upgraded model with online

integration was implemented in 14 furnaces, combining energy

efficiency with productivity gains and helping to relieve

bottlenecks, achieving up to 7% higher output in some cases.

Additionally, an advanced mathematical model was

implemented to optimize internal gas management. This

innovation reduces reliance on natural gas and maximizes the

use of coke oven gas, contributing to lower emissions and

improved operational efficiency.

Process research and development for products differentiation:

In electrical steels, R&D has continued the development of

electrical steel plants, with good progress made in the

technology used to remove silica from pickling liquor and to

improve surface quality and flatness. R&D also supported new

investments in Mardyck (France) and Calvert (U.S.).

Mining Process Improvement:

The Mining segment and Global R&D are investing in

decarbonizing pellet production by lowering curing

temperatures and adjusting binders, which will reduce CO2

emissions. Additionally, Global R&D is developing a real-time

surveillance platform to monitor and manage safety at all

ArcelorMittal's tailings facilities globally. R&D is also working on

the reduction of the energy spent on beneficiation of iron ore, a

key lever for cost reduction and more sustainable mining.

Digital

In 2025, Global R&D, Group CTO and Flat Brazil Operations

received an important external recognition “Manufacturing

Leadership Award” with an internally developed AI solution

which supported ArcelorMittal Vega in their expansion case.

In 2025, ArcelorMittal spearheaded a strategic initiative called

Accelerate Digital Innovation or ADII and aimed at accelerating

the adoption of AI and digital solutions across production

facilities. As part of this effort, six plants have been carefully

selected to represent diverse geographies and production lines

(both flat and long products) to be digitally accelerated.

Efforts have continued to be made on a range of additional

projects, such as:

• Internally developed predictive maintenance platform

successfully deployed in major plants to monitor critical

equipment.

• Robotics has been an important focus point for the

development of new applications aiming to increase the

safety and efficiency of the Company's operations.

• The Company's significantly mature AI-based product

development platform allows speeding up the development

of several families of products and providing solutions to

develop new products with high added value. In the frame of

the transition to EAF production, AI is already guiding

industrial trials, while improving the Company's metallurgical

knowledge and in-house developed models.

• More traditional and globally deployed advanced process

models are being reworked, incorporating new AI algorithms.

• Several of the Company's expansion plans are thoroughly

modelled in advance combining AI and mathematical

optimization techniques to a very high level of sophistication,

allowing for the accuracy of the representation of the new

investment under many different business scenarios.

Products

Product overview

Information regarding segment sales by geographic area and

sales by type of products can be found in note 3 to

ArcelorMittal’s consolidated financial statements.

ArcelorMittal has a high degree of product diversification

relative to other steel companies. Its plants manufacture a

broad range of finished and semi-finished steel products with

different specifications, including many complex and highly

technical and sophisticated products that it sells to demanding

customers for use in high-end applications.

ArcelorMittal’s principal steel products include:

• semi-finished flat products such as slabs;

• finished flat products such as plates, hot- and cold-rolled

coils and sheets, hot-dipped and electro-galvanized coils and

sheets, tinplate and color coated coils and sheets;

• semi-finished long products such as blooms and billets;

• finished long products such as bars, wire-rods, structural

sections, rails, sheet piles and wire-products; and

• seamless and welded pipes and tubes.

ArcelorMittal’s main mining products include iron ore lump,

fines, concentrate, pellets and sinter feed.

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Steel-making process

Historically, primary steel producers have been divided into

“integrated” and “mini-mill” producers. Over the past few

decades, a third type of steel producer has emerged that

combines the strengths of both the integrated and the mini-mill

processes. These producers are referred to as “integrated

mini-mill producers”.

Integrated steel-making

In integrated steel production, coal is converted to coke in a

coke oven, and then combined in a blast furnace with iron ore

and fluxes to produce hot metal. This is then combined with

scrap in a converter, which is also referred to as BOF, to

produce raw or liquid steel. Once produced, the liquid steel is

metallurgically refined and then transported to a continuous

caster for casting into a slab, bloom or billet or cast directly as

ingots. The cast steel is then further shaped or rolled into its

final form. Various finishing or coating processes may follow

this casting and rolling. Recent modernization efforts by

integrated steel producers have focused on cutting costs

through eliminating unnecessary production steps, reducing

manning levels through automation, and decreasing waste

generation. Integrated mills are substantially dependent upon

iron ore and coking coal which, due to supply and demand

imbalances, shortening of contract durations and the linkage

between contract prices and spot prices, have been

characterized by price volatility in recent years.

Mini-mills

A mini-mill employs an EAF to directly melt scrap and/or scrap

substitutes such as direct reduced iron, thus entirely replacing

all of the steps up to and including the energy-intensive blast

furnace. A mini-mill incorporates the melt shop, ladle

metallurgical station, casting, and rolling into a unified

continuous flow. The quality of steel produced by mini-mills is

primarily limited by the quality of the metallic raw materials

used in liquid steel-making, which in turn is affected by the

limited availability of high-quality scrap or virgin ore-based

metallics for use in the EAFs. Mini-mills are substantially

dependent on scrap, which has been characterized by price

volatility in recent years, and the cost of electricity.

Integrated mini-mills

Integrated mini-mills are mini-mills that produce their own

metallic raw materials consisting of high-quality scrap

substitutes, such as DRI. Unlike most mini-mills, integrated

mini-mills are able to produce steel with the quality of an

integrated producer, since scrap substitutes, such as DRI, are

derived from virgin iron ore, which has fewer impurities. The

internal production of scrap substitutes as the primary metallic

feedstock provides integrated mini-mills with a competitive

advantage over traditional scrap-based mini-mills by insulating

the integrated mini-mills from their dependence on scrap,

which continues to be subject to price volatility. The internal

production of metallic feedstock also enables integrated mini-

mills to reduce handling and transportation costs. The high

percentage use of scrap substitutes such as DRI also allows

the integrated mini-mills to take advantage of periods of low

scrap prices by procuring a wide variety of lower-cost scrap

grades, which can be blended with the higher-purity DRI

charge. Integrated mini-mills are substantially dependent upon

iron ore which has been characterized by price volatility in

recent years (as described for integrated steel production

above). In addition, because the production of direct reduced

iron involves the use of significant amounts of natural gas,

integrated mini-mills are more sensitive to the price of natural

gas also than are mini-mills using scrap.

Key steel products

Steel-makers primarily produce two types of steel products: flat

products and long products. Flat products, such as sheet or

plate, are produced from slabs. Long products, such as bars,

rods and structural shapes, are rolled from blooms and/or

billets.

Flat products

Slab. A slab is a semi-finished steel product obtained by the

continuous casting of steel or rolling ingots on a rolling mill and

cutting them into various lengths. A slab has a rectangular

cross-section and is used as a starting material in the

production process of other flat products (e.g., hot-rolled sheet,

plates). Slabs are typically between 200 millimeters and 250

millimeters thick.

Hot-rolled sheet. Hot-rolled sheet is minimally processed steel

that is used in the manufacture of various non-surface critical

applications, such as automobile suspension arms, frames,

wheels, and other unexposed parts in auto and truck bodies,

agricultural equipment, construction products, machinery,

tubing, pipe and guard rails. All flat-rolled steel sheet is initially

hot-rolled, a process that consists of passing a cast slab

through a multi-stand rolling mill to reduce its thickness to

typically between 2 millimeters and 25 millimeters, depending

on the final product. Flat-rolled steel sheet that has been

wound is referred to as “coiled”. Alternatively, hot-rolled sheet

can be produced using the thin slab casting and rolling

process, where the hot-rolled sheet thickness produced can be

less than one millimeter. This process is generally used in a flat

products mini-mill, but some integrated examples exist as well.

Cold-rolled sheet. Cold-rolled sheet is hot-rolled sheet that has

been further processed through a pickle line, which is an acid

bath that removes scaling from steel’s surface, and then

successively passed through a rolling mill without reheating

until the desired gauge, or thickness, and other physical

properties have been achieved. Cold-rolling reduces gauge

and hardens the steel and, when further processed through an

annealing furnace and a temper mill, improves uniformity,

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Management report

ductility and formability. Cold-rolling can also impart various

surface finishes and textures. Cold-rolled steel is used in

applications that demand higher surface quality or finish, such

as exposed automobile and appliance panels. As a result, the

prices of cold-rolled sheet are higher than the prices of hot-

rolled sheet. Typically, cold-rolled sheet is coated or painted

prior to sale to an end-user.

Coated sheet. Coated sheet is generally cold-rolled steel that

has been coated with zinc, aluminum or a combination thereof

to render it corrosion-resistant and to improve its paintability.

Hot-dipped galvanized, electro-galvanized and aluminized

products are types of coated sheet and in recent times hot

dipped coatings composed of zinc, magnesium and aluminum

have grown in popularity. These are also the highest value-

added sheet products because they require the greatest

degree of processing and tend to have the strictest quality

requirements. Coated sheet is used for many applications,

often where exposed to the elements, such as automobile

exteriors, major household appliances, roofing and siding,

heating and air conditioning equipment, air ducts and switch

boxes, external structural applications as well as in certain

packaging applications, such as food containers.

Plates. Plates are produced by hot-rolling either reheated slabs

or ingots. The principal end uses for plates include various

structural products such as for bridge construction, storage

vessels, tanks, shipbuilding, line pipe, industrial machinery and

equipment.

Tinplate. Tinplate is a light-gauge, cold-rolled, low-carbon steel

usually coated with a micro-thin layer of tin. Tinplate is usually

between 0.14 millimeters and 0.84 millimeters thick and offers

particular advantages for packaging, such as strength,

workability, corrosion resistance, weldability and ease in

decoration. Food and general line steel containers are made

from tinplate.

Electrical steels. There are two principal types of electrical

steel: non-grain oriented fully processed steels and non-grain

oriented semi-processed steels. Non-grain oriented fully

processed steels are iron-silicon alloys with varying silicon

contents and have similar magnetic properties in all directions

in the plane of the sheet. They are principally used for motors,

generators, alternators, ballasts, small transformers and a

variety of other electromagnetic applications. A wide range of

products, including a newly developed thin gauge material for

high frequency applications, are available. Non-grain oriented

semi-processed steels are largely non-silicon alloys sold in the

not finally annealed condition to enhance punchability. Low

power loss and good permeability properties are developed

after final annealing of the laminations.

Long products

Billets/Blooms. Billets and blooms are semi-finished steel

products. Billets generally have square cross-sections up to

180 millimeters by 180 millimeters, and blooms generally have

square or rectangular cross-sections greater than 180

millimeters by 180 millimeters. These products are either

continuously cast or rolled from ingots and are used for further

processing by rolling to produce finished products like bars,

wire rod and sections.

Bars. Bars are long steel products that are rolled from billets.

Merchant bar and reinforcing bar (rebar) are two common

categories of bars. Merchant bars include rounds, flats, angles,

squares, and channels that are used by fabricators to

manufacture a wide variety of products such as furniture, stair

railings, and farm equipment. Rebar is used to strengthen

concrete in highways, bridges and buildings.

Special bar quality (“SBQ”) steel. SBQ steel is the highest

quality steel long product and is typically used in safety-critical

applications by manufacturers of engineered products. SBQ

steel must meet specific applications’ needs for strength,

toughness, fatigue life and other engineering parameters. SBQ

steel is the only bar product that typically requires customer

qualification and is generally sold under contract to long-term

customers. End-markets are principally the automotive, heavy

truck and agricultural sectors, and products made with SBQ

steel include axles, crankshafts, transmission gears, bearings

and seamless tubes.

Wire rods. Wire rod is ring-shaped coiled steel with diameters

ranging from 5.5 to 42 millimeters. Wire rod is used in the

automotive, construction, welding and engineering sectors.

Wire products. Wire products include a broad range of

products produced by cold reducing wire rod through a series

of dies to improve surface finish, dimensional accuracy and

physical properties. Wire products are used in a variety of

applications such as fasteners, springs, concrete wire,

electrical conductors and structural cables.

Structural sections. Structural sections or shapes are the

general terms for rolled flanged shapes with at least one

dimension of their cross-section of 80 millimeters or greater.

They are produced in a rolling mill from reheated blooms or

billets. Structural sections include wide-flange beams, bearing

piles, channels, angles and tees. They are used mainly in the

construction industry and in many other structural applications.

Rails. Rails are hot-rolled from a reheated bloom. They are

used mainly for railway rails but they also have many industrial

applications, including rails for construction cranes.

Seamless tubes. Seamless tubes have outer dimensions of

approximately 25 millimeters to 508 millimeters. They are

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Management report

produced by piercing solid steel cylinders in a forging operation

in which the metal is worked from both the inside and outside.

The final product is a tube with uniform properties from the

surface through the wall and from one end to the other.

Steel sheet piles. Steel sheet piles are hot rolled products used

in civil engineering for permanent and temporary retaining

structures. Main applications are the construction of quay

walls, jetties, breakwaters, locks and dams, river

reinforcements and channel embankments, as well as bridge

abutments and underpasses. Temporary structures like river

cofferdams are made with steel sheet piles. A special

combination of H beams and steel sheet piles are sometimes

used for the construction of large container terminals and

similar port structures.  

Welded pipes and tubes. Welded pipes and tubes are

manufactured from steel sheet that is bent into a cylinder and

welded either longitudinally or helically.

Mining products

ArcelorMittal’s mining products correspond to iron ore which is

also one of the main raw materials for steel operations (see "—

Raw materials and energy—Iron ore").

ArcelorMittal’s mining operations produce a diversified range of

iron ore products, including sinter feed fines, concentrates, BF

and DR pellets, supplying both internal steelmaking and

external markets. Production has expanded in recent years,

with notable growth in Liberia and high-grade iron ore output in

Canada that is increasingly suited to direct reduction

applications. ArcelorMittal’s extensive iron ore reserves and

global footprint support both current steel production and

evolving feedstock needs in the context of decarbonization.

Sustainable development

Governance structure

The Company’s governance structure is based around the

following supervisory bodies:

The three Board of Directors Committees: Audit and Risk

Committee; Appointments, Remuneration and Corporate

Governance Committee ("ARCG Committee") and the

Sustainability Committee.

Management Committees and Panels: Management

Committee, Corporate Finance and Tax Committee ("CFTC"),

Investment Allocation Committee ("IAC"), Global Health and

Safety Council, Climate Change Panel, Sustainable

Development Panel, and Equality Panel.

The Board of Directors Committees

For information regarding the structure and responsibilities of

the Audit and Risk Committee, ARCG Committee and the

Sustainability Committee, please refer to "Management and

employees—Corporate governance—Board of Directors

committees".

Management Committees and Panels

Management Committee ("MC")

The MC plays an important role in debating and developing the

Company's policies and strategy and brings to the table

representatives from all major segments, regions and functions

to discuss relevant items for the entire Company.

Corporate Finance and Tax Committee ("CFTC")

The CFTC defines the principles for ArcelorMittal’s finance

community and presents and supports financial and business

solutions for the Group by providing the expertise, excellence

in execution and stability for the continuous, sustainable and

competitive development of the Group including assessment of

financial risks related to the Company's climate strategy while

developing and promoting its people. The responsibilities of the

CFTC extend across all finance and tax activities in the Group,

covering treasury, funding, taxation, accounting and

performance management, Sarbanes-Oxley compliance and

insurance. They are not limited to corporate level activities

only. The CFTC is chaired by the CFO and EVP, Mr. Genuino

Christino, and has main responsibilities covering treasury,

funding, taxation, accounting and performance management,

SOX and insurance.

Investment Allocations Committee ("IAC")

The IAC authorizes large capital expenditure projects, including

those designed to deliver safety and environmental

improvements, carbon reductions, and reviews the carbon

footprint impact of all proposals. The IAC is chaired by Mr.

Aditya Mittal, CEO of ArcelorMittal.

Global Health and Safety Council

The Global Health and Safety Council, which includes Health &

Safety ("H&S") managers from across the Company, ensures

best practices are shared across the Company. See —Health

and Safety.

Climate Change Panel ("CCP")

CCP consists of senior managers from relevant corporate

functions and key operations across the Group. It guides

engagement and advocacy with external stakeholders on

climate change and decarbonization and supports the business

in understanding the risks and opportunities associated with

the transition to a low carbon economy.

Sustainable Development Panel ("SDP")

SDP consists of senior managers from relevant corporate

functions and key operations. It discusses, coordinates and

guides engagement on issues related to material

environmental and social issues, stakeholder engagement,

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Management report

compliance and performance on environmental (non-climate),

human rights and social performance issues.

Materiality

The starting point for the Company’s sustainability reporting

and planning is to assess sustainability issues that are most

material in their impacts for external and internal stakeholders,

against the issues seen by the Company as having the most

actual or potential impact on its business and value, as well as

material sustainability topics from a financial perspective. This

assessment allows the Company to identify which issues to

prioritize and address. It also provides the basis for the

Company's sustainability planning and programs including

investment decisions, and serves as a benchmark to assess

progress.

The Company's most material sustainability topics are:

• Safety

• Climate

• People (including equal opportunities and non-

discrimination)

• Air, water, land, biodiversity and ecosystems

• Communities

• Value chains that the Company's stakeholders trust

• The value of ArcelorMittal's products to the circular

economy

• Business conduct

Reporting

The Company is committed to reporting on its governance,

strategy, risks and performance relating to each of its material

issues in its key publications including Annual reports and

Sustainability Reports.

In 2025, the Company published its Sustainability Report

adhering to the requirements of the EU Non-Financial

Reporting Directive (NFRD), reflecting the guiding principles of

international organizations and frameworks such as IFRS,

Global Reporting Initiative ("GRI"), Sustainability Accounting

Standards Board ("SASB"), the United Nations Global

Compact ("UNGC"), and the United Nations Sustainable

Development Goals ("UN SDGs").

In 2025, alongside making disclosures to the Carbon

Disclosure Project ("CDP") on climate change and water, and

conducting numerous customer surveys and investor

engagement, the Company published several country-specific

sustainability reports as required by its subsidiaries operating

in various jurisdictions.

The Company also released its Report on Payments to

Governments in Respect of Extractive Activities for the year

ended December 31, 2024.

The Company publishes a special disclosure report in

compliance with the US Dodd Frank Act Section 1502 and has

been complying with the reporting requirements of the EU's

conflict minerals regulation.

Health and Safety

ArcelorMittal’s operations are subject to a broad range of laws

and regulations relating to the protection of human health and

safety ("H&S").

Health and safety governance

ArcelorMittal has a clear and strong H&S management system

(SMS), which includes the H&S policy, standards e.g. Fatality

Prevention Standards (FPS), guidance, training and life-saving

golden rules. These provide a minimum baseline for the

business units / segments to build upon with site specific plans,

and are aimed at reducing, on a continuing basis, the severity

and frequency of serious injuries and fatalities. Key elements of

the policy include:

• All fatalities and work-related illness can and must be

prevented; H&S always comes first in all decisions and

actions at all levels of ArcelorMittal;

• Enhanced emphasis on management’s role while

recognizing and reinforcing that all employees need to be

actively involved in H&S management, making it clear that

working safely is a condition of employment for everyone at

ArcelorMittal;

• Explicitly stating that everyone is empowered to act and

pause activities if they see a situation which they deem to be

a potential risk;

• Stressing the need to report and analyze all incidents, so

that employees and management from across the Company

can learn from them; and

• Highlighting the role effective management systems and

sharing of best practices has in driving continuous

improvements.

The Group’s safety policies and standards are developed by

the corporate H&S team, which monitors safety performance

KPIs across all sites and segments. In addition, the Global

Health and Safety Council (GHSC), which includes H&S

managers from across the Company, ensures best practices

are shared across the Group.

The CEOs of the business units are accountable for

establishing and maintaining the safety culture, effectively

implementing the SMS in their operations, and delivering

strong safety performance within their perimeter of

responsibility. This includes developing site-specific

improvement plans. 

The business unit CEOs and segments are supported by a

three-lines assurance model which was enhanced in 2025 (see

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Management report

Governance and Assurance section below). The findings will

be shared with the Board Audit and Risk Committee.

The Board Sustainability Committee (SC) discusses safety on

a quarterly basis, with additional safety focused meetings

scheduled between regular meetings as required.

Executive Compensation

The executive short-term incentive plan for 2025 was linked to

the Recordable Injury Rate ("RIR") which is a change to the

proactive Potential Serious Injuries and Fatalities ("PSIF") used

in 2024. This change was made as the proactive PSIFs had

reached a maximum level at many of the Company's entities

and as such, ArcelorMittal wanted to move forward with a KPI

that would continue to incentivize improvement. The target has

been set at 93% of the previous year’s recordable injury rate.

In addition, there is a fatality frequency rate circuit breaker. For

the Executive Office, this is already at nil and for the rest of the

Group it is set at 0.006 in 2025 and nil in 2026. The proportion

of bonuses linked to this scheme to safety is 15%.

Safety performance also represents 20% award vesting for the

Executive Office long-term incentive plan and 15% for the

Executive Officers plan, increased from 10% in 2024 to

reinforce the focus on safety across the Company. The Fatality

Frequency Rate ("FFR") is the KPI used for the long-term

incentive. For 2025 grants, the long-term incentive for the

Executive Office and Executive Officers is based on achieving

an FFR of zero.

Three-year safety transformation program

The Company completed the first year of its three-year safety

transformation program, which supports ArcelorMittal’s journey

to be a zero fatality and serious injury company. In 2025, the

Company focused on setting the foundations for change across

the whole Group. During years two and three, these changes

will be embedded to ensure consistency, discipline and results

in every region supporting the Company to reach and sustain

world class levels of safety performance.

Roadmaps have been set at both the corporate and site level

that are based on five dimensions: Governance and

assurance; leadership competencies; occupational risk

management; process safety management and alignment of

support functions. Progress in 2025 has been measured

against all these dimensions. Key highlights include: 

Governance and assurance 

The H&S assurance model has been strengthened, with three

lines of assurance across all business units/segments/

corporate functions, to provide more comprehensive oversight.

It will provide a structured approach to verify that the Company

is promoting a proactive and interdependent safety culture and

is managing safety through a risk reduction management

system. Line 1 assurance will be under the responsibility of the

site/unit management. Line 2 assurance will be at the level of

the segment management and corporate functions (Group

H&S and CTO). Line 3 assurance, which provides assurance

on safety processes, will be embedded in the Global

Assurance function (an independent assurance function). The

findings will be shared with the Board Audit and Risk

Committee. 

In addition, a new tool has been adopted globally to track the

level 2 audits and to ensure consistent audit methodology

across the Group. 50 level 2 audits have been completed in

2025 with level 3 audits also now underway. 

Leadership competencies

To support leaders with the right skills, a new safety leadership

competency model has been developed which highlights

minimum expectations on the safety-specific knowledge, skills

and behaviors required for different roles. In 2026, all leaders

will be assessed against this competency model, and any

identified gaps will be supported through dedicated training and

development actions. 

An enhanced safety leadership training was rolled out to senior

management, providing a strong foundation for the Company

to strengthen the ‘one safety culture’ across the Group. More

than 80 senior leaders took part in the year long program,

covering key safety leadership skills including effective

communication. Curated trainings based on the new safety

leadership competency model are being developed and will be

made available on the Company's global learning platform,

accessible to everyone.

Occupational risk management

To strengthen the identification and understanding of

operational risk exposure, the Company has provided clear

guidance for sites including on hazard identification, risk

assessment and control, amongst other areas. These

requirements bring together best practices from the

organization and outline how to manage risk in a consistent

way. These steps are supporting the Company in building a

more consistent, preventative and risk-informed culture across

the Group. 

Furthermore, all sites are reporting the status of their FPS on

an ongoing basis in line with the role out of any updates (all

FPS will be updated by 2026). As the FPS are updated,

minimum critical controls are being embedded into the

requirements and supporting guidance is providing support to

ensure consistent adherence around the Group.

Process Safety Management

The new Process Safety Management Framework (PSM) was

launched in 2025. 12 pilots have commenced covering a range

of different assets (coke plant, DRI module, steel plant, pellet

plant, sinter plant and electric arc furnace) and across many

geographies (Europe, North America, Brazil and India). The

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Management report

aim of these pilots is to implement best-in-class PSM which will

be shared and rolled out across all assets across the Group.

Integrating H&S elements into support business processes

In 2025, H&S has been strengthened across the Company’s

human resources processes and practices from the hiring

process to career path guidelines. In addition to the new Safety

Leadership competency model, the global resourcing policy,

guidance on job descriptions and behavioral interviews have

been updated to incorporate key requirements on safety. H&S

has also been strongly integrated into the Company's

performance management guidelines. Furthermore to support

consequence management, ‘Just and Fair Culture’ framework

has been rolled out across the Group which sets a consistent

approach across the Group and implementation is being

tracked and audited as part of the enhanced 3 lines of

assurance.

Embedding contractors

Contractors are being fully embedded into ArcelorMittal’s safety

management processes across the Group. As such, the

Company has been rolling out its Life Saving Golden Rules

Certification to contractors and has implemented a tighter

contractor sanction policy – contractor evaluation will be

considered in the overall contractor evaluation at the Group

level and used for determining future awards of work to

contractors.

Furthermore, to improve contractors' safety management, a

new fatality prevention standard for contractors has been

drafted to be launched across the Group in early 2026 and all

segments will need to complete a full self-assessment by the

end of 2026. The monitoring and assessment of contractors

will be captured across all 3 lines of assurance. The aim of the

Contractors' Safety Management Standard is to ensure a

shared understanding of responsibilities and consistent

application of best practices.   

Performance in 2025 

In 2025, in the first year of ArcelorMittal's three-year safety

transformation program, there has been strong engagement

across the Group on safety which is evident across all key

safety KPIs. There was a significant reduction in the FFR to

0.014x in 2025 (from 0.035x in 2024), the RIR reduced by

~20% to 3.85 (from 4.80x in 2024) and there was an

improvement in the Lost Time Injury Frequency Rate ("LTIFR")

rate to 0.65x in 2025 (compared with 0.70x in 2024).

However, there is much more to be done on safety to meet the

Company’s target of zero fatalities and serious injuries. In

2025, there were six fatalities in five events, of which two were

ArcelorMittal employees and four were contractors. Thorough

investigations were conducted to determine the circumstances

surrounding these incidents with the learnings being used to

strengthen the Company’s engineering controls, FPSs and are

being embedded into the segment specific roadmaps. The

Company remains steadfast in its commitment to building a

workplace where every individual returns home safely.

Safety is one of the Company’s core values. Each business

unit has a tailored safety roadmap that details the steps

needed to support a reduction in variability in the safety

performance. The Company is clear on what it needs to do to

build on this first year and to demonstrate continued progress.

For the year ended December 311	LTIFR 2025	LTIFR 2024	Fatalities 2025	Fatalities 20242	FFR 2025	FFR 20242	RIR 2025	RIR 2024
North America	0.18	0.27	1	1	0.018	0.019	2.22	3.34
Brazil	0.29	0.21	1	3	0.009	0.028	3.26	3.79
Europe	1.34	1.34	1	4	0.009	0.036	5.94	7.65
Sustainable Solutions	1.27	1.01	2	2	0.062	0.059	6.58	7.17
Mining	0.20	0.18	—	1	0.000	0.036	1.98	2.31
Others	0.49	0.81	1	3	0.014	0.041	2.74	2.83
TOTAL	0.65	0.70	6	14	0.014	0.035	3.85	4.80

1. Information is reported on a provisional basis at reporting date and may be revised retrospectively following a comprehensive review that extends beyond the publication of

the annual report. All data is based on ArcelorMittal Group (excluding joint ventures and associates) and includes acquisitions and disposals as from and until their date of

acquisition and disposal, respectively.

2. The 2024 fatality figure in Brazil has been revised retrospectively as a result of an injury that occurred in 2024 but was later determined fatal.

Climate change

The Company continues to make progress towards its ambition

to reach net zero by 2050, reducing its historical absolute

Scope 1 and 2 emissions from 188 million tonnes CO2e in

2018 to 98.3 million tonnes CO2e in 2025 (47% reduction)

while managing climate-related transition and physical risk.

The Company is well positioned given existing capabilities in

EAF steelmaking and low-carbon emission metallics to provide

access to low-carbon intensity steel products to its customers.

ArcelorMittal’s progress and activities related to

decarbonization have been across three key areas:

• Fostering the development of a supportive environment for

decarbonization in Europe;

• Disciplined, competitive decarbonization capital expenditure;

and

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Management report

• Enabling and investing in the energy transition.

Fostering the development of a supportive environment for

decarbonization in Europe

The Company announced in November 2024 that it was unable

to take a final investment decision constructing new DRI-EAF

assets in Europe given European policy, energy and market

conditions. Since then, the Company has been encouraged by

the effort that the European Commission ("EC") has taken to

understand the challenges it is facing. On March 19, 2025, the

EC published its Steel and Metals Action plan, designed to

strengthen the European steel and metal sector’s

competitiveness and safeguard its future. It outlined the

European Commission’s intention to:

• Address unfair trade by introducing effective protection

measures beyond June 30, 2026, when the safeguards

expire;

• Prevent carbon leakage through amendments to the CBAM;

• Lower energy prices for energy intensive industrials like

steel; and

• De-risk decarbonization projects through lead markets and

public support.

The EC has taken decisive action on these measures and, on

October 7, 2025, presented a new Tariff Rate Quota ("TRQ")

mechanism to protect the steel industry from global

overcapacity. It is intended to support the European steel

industry in raising capacity utilization toward healthy levels of

80–85% (up from the current 65% reported by Eurofer),

improving profitability and enabling investment with greater

confidence. It is now imperative that this is implemented.

On December 17, 2025, the EC also provided an update on the

CBAM announcing proposed measures to close loopholes to

prevent circumvention and strengthen the efficacy of the

mechanism. Together, the new TRQ mechanism and an

effective CBAM will provide the foundation for ArcelorMittal’s

European business to earn its cost of capital. See

"Government regulations—Foreign trade".

Beyond ensuring fair competition, it will also be essential to

create lead markets and stimulate demand for low-carbon

emission steel, for example through public procurement and

the introduction of sustainability criteria in downstream sectors

such as automotive, construction, white goods, clean energy

and infrastructure. This should be complemented by the

progressive enforcement of content requirements in steel-

intensive products and the development of a carbon-intensity

label for steel based on a sliding-scale approach to give the

market clear, comparable information. For example, the Low

Emission Steel Standard ("LESS") is a voluntary standard

which represents almost 45% of steel production in Europe.

ArcelorMittal entities in Belgium, France, Luxembourg, Spain

and Germany are all members of the LESS.

In addition, of critical importance is visibility of industry access

to competitive clean energy. 

Important steps have been taken by the EC but it is now

imperative that they are implemented as swiftly as possible.

ArcelorMittal will continue to advocate for the enabling

conditions required to support a viable transition of the steel

sector.

Disciplined, competitive decarbonization capital expenditure

Advancing decarbonization across the Company's

operations.

The policy context shapes ArcelorMittal’s phased approach to

decarbonization, beginning with the construction of state-of-

the-art EAFs, which in 2025 represented 26% of total crude

steel production, up from 19% in 2018. The Company is

investing in EAFs and expects to have 3.4 million tonnes of

additional EAF capacity by the end of 2026, providing Group

capacity of 30 million tonnes. This capacity is based on two

projects in Spain (Gijón and Sestao) and the new EAF in the

U.S. (Calvert) which was commissioned and is ramping up

production.

Gijón, Spain

ArcelorMittal continues with the construction of an EAF for long

products at its Gijón plant, which is expected to produce its first

heat in the first quarter of 2026. This investment of €213 million

will be the first major EAF project to be implemented within the

Company’s decarbonization program in Europe and will

constitute the first step towards low-carbon emissions

steelmaking in Asturias.

Sestao, Spain

Sestao is in an advantageous position as one of the only

producers in Europe capable of producing low-carbon emission

flat steel via the EAF route today. There has been good

progress with the Company's efforts to increase production to

1.6 million tonnes by 2026 at the plant in Sestao which has two

EAFs. Once complete, much of this production will be XCarb®

RRP low-carbon emissions steel.

Sestao is also Europe’s first Compact Strip Production ("CSP")

mill line that combines continuous casting, heating and rolling

of slabs, and the plant can produce steel from melting start to

coiling finish in approximately three hours. This type of plant

benefits from energy saving compared to conventional

production, due to its simplified and shortened production cycle

minimizing reheating needs.

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Management report

ArcelorMittal Calvert, USA 

In 2025, ArcelorMittal completed the acquisition of the

remaining 50% of AMNS Calvert, one of the most advanced

steel finishing facilities in North America, from NSC. The

Calvert site is complemented by a new state-of-the-art 1.5

million tonnes EAF which produced its first slabs in June 2025

and the facility is ramping up production. The new steelmaking

facility, integrated with ArcelorMittal’s HBI facility in Texas, will

enable Calvert to supply automotive customers with lower CO 2

embodied steel, melted and poured in the United States. See

"Properties and capital expenditures—Capital expenditures".

Dunkirk, France 

In February 2026, the Company confirmed the construction of

a 2-million-tonne EAF in Dunkirk, with a strategic investment of

approximately €1.3 billion. Its start‑up is scheduled for 2029

and it will produce steel with three times less CO2 compared

with a blast furnace. See "Introduction—Sustainable

development highlights—Recent developments". To support

the operation of the EAF, the Company has also signed a new

agreement in December 2025 with EDF to secure a long-term

supply of low-carbon electricity for its French sites, which

provides visibility on the energy costs.

Despite this progress, as disclosed in the 2024 Sustainability

Report published in April 2025, the Company still faces

significant challenges in meeting its 2030 carbon emissions

intensity target. The low-carbon iron-making technologies

required to meet that target, including green hydrogen,

biomass and CCS, are still in the process of becoming mature,

scalable and cost-competitive, and are only expected to be

viable at scale after 2030.

Optimizing asset portfolio for a low-carbon future

Asset optimization across the Group – divesting carbon

intensive assets such as Ilva (Italy), Kazakhstan, Bosnia (see

below) and closed/idled inefficient capacity (e.g. Poland BF) - 

has also helped create a leaner, lower carbon and more

competitively positioned portfolio. 

On October 30, 2025, following merger control clearance and

the fulfillment of all conditions precedent, ArcelorMittal

completed the sale of its operations in Bosnia and

Herzegovina, which included an integrated steel plant

operating well above the Company’s average emissions

intensity. See "Introduction—Key transactions and events in

2025".

This asset optimization strategy is not positioned as an

emission-reduction measure in itself, but as a disciplined

portfolio decision that supports the long-term transition of the

business. ArcelorMittal has reduced its CO2e intensity by 4.1%

in 2025 (vs 2018).

Reducing operational vulnerability to climate hazards

In 2024, the Company completed an asset-level screening to

assess exposure to climate hazards including flooding,

extreme precipitation, heat, cold, fire, drought, wind, and hail,

using a third-party climate data analytics tool. Building on this

foundation, in 2025 the Company developed a climate

adaptation toolkit to help sites carry out in-depth risk

assessments tailored to their local conditions, operational

characteristics, growth plans, workforce and community

context, and environmental management needs. The toolkit

includes a climate-risk assessment tool to identify material

risks at the process level, along with an adaptation plan

workbook to guide the design of mitigation measures,

implementation planning, and ongoing monitoring and

evaluation. It was piloted at one site in 2025, and will be rolled

out across the remaining sites starting in 2026, accompanied

by capacity-building activities to support effective adoption.

Investing in the energy transition

ArcelorMittal has continued to invest in the energy transition

and to develop innovative products that accelerate

decarbonization across industries, supporting stakeholders in

reducing emissions and enhancing the competitiveness of low-

carbon value chains across the following areas:

Scaling renewable energy for ArcelorMittal’s operations

and its value chain

As mentioned above, ArcelorMittal’s investments are guided by

the objective of ensuring a viable, long-term transition of its

operations and value chain, with capital allocated in areas

where decarbonization is technically feasible, economically

justified and aligned with future market requirements.

ArcelorMittal’s investments in renewables provide the

Company with non-cyclical operating income with low

maintenance capital expenditure requirements and a

consistent cash flow. 

In 2025, ArcelorMittal continued to develop a portfolio of high-

quality renewable energy assets, delivering attractive returns

on investment. The Company has 1.6GW of renewable

capacity (equity share) already commissioned including mainly

India (1GW), Brazil (0.6GW), and Argentina (0.1GW). A further

1.2GW is under development and will be commissioned by

2028, including projects in India (1GW), Brazil (0.1GW) and

Argentina (0.1GW). See also "Properties and capital

expenditures—Capital expenditures".

Electrical steels offering for the e-mobility, renewable

energy and digital future

Electrical steels are essential for both the low-carbon and

digital transitions. They are used in electric motors, generators,

transformers, and other equipment that enable electrified

transport, renewable energy generation, power grids, and data

infrastructure. As demand for these applications grows, so

does the need for high-performance electrical steels.

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Management report

ArcelorMittal is expanding its capacity to meet this demand in

sectors such as e-mobility, renewable energy (including hydro

and wind), and emerging areas like data centers.

ArcelorMittal, with French government support, is establishing

a new electrical steels production unit at its Mardyck, site near

Dunkirk, adding new electrical steel production lines (see

"Properties and capital expenditures—Capital expenditures").

Together with the Saint-Chély-d’Apcher site in southern

France, this expansion will triple the Company’s annual

electrical steel production capacity to 280,000 tonnes.

Simultaneously, a dedicated management team for European

electrical steel operations has also been established to

improve responsiveness and efficiency.

In 2025, ArcelorMittal also announced plans for a new NOES

manufacturing facility in Alabama, U.S, see "Properties and

capital expenditures—Capital expenditures". The project is

expected to create up to 1,300 jobs during construction and

more than 200 permanent positions once operational. In total,

ArcelorMittal is investing in 0.4 million tonnes of NOES in the

U.S. and EU by 2028.

Advancing low-carbon building solutions

Meeting climate goals will require new materials and design

approaches that lower embodied carbon, improve thermal

performance and enable the integration of renewable energy in

the built environment. Innovation in products is therefore

relevant to support the decarbonization of homes, commercial

spaces and industrial facilities.

Recently, ArcelorMittal Construction renamed to ArcelorMittal

Building Solutions, reflecting its role as a full-spectrum partner

providing not only products, but complete systems, expertise,

and innovation throughout the building life cycle, supporting

more sustainable, future-ready construction practices.

One example of such solutions are the Company’s insulated

materials, which are designed to deliver high thermal efficiency.

Their combination of structural rigidity, mechanical

performance and low weight makes sandwich panels a cost-

efficient option for applications such as roofing and façades,

helping customers in various sectors to reduce energy

consumption.

In 2025, ArcelorMittal Building Solutions officially inaugurated

its Helioroof® production line in Contrisson, France, marking a

major milestone in sustainable building innovation. This next-

generation roofing solution seamlessly combines steel panels,

thermal insulation, and solar cells into a single, ready-to-install

module delivering exceptional energy performance with a lower

weight and significantly reduced carbon footprint compared to

traditional roofing with separate solar panels.

These actions illustrate the progress the Company has made in

capturing business opportunities linked to the low-carbon

transition.

Climate governance and risk management

ArcelorMittal’s Board oversees climate-related issues through a

governance structure that includes a Board-level Sustainability

Committee and an executive-level Climate Change Panel. The

Board approves related policies and incentive structures, while

accountability for implementation and compliance with local

requirements sits with local CEOs.

The Board has also linked executive remuneration to progress

on climate objectives. Since 2021, the long-term incentive

plans have included ESG criteria, including climate action.

Performance share units (PSUs) are partly contingent on

achieving the Company’s CO₂ emissions target by the end of

the vesting period, representing 10% of the performance

criteria for the Executive Office (and the CFO in 2025) and 5%

of the performance criteria for other Executive Officers.

The IAC evaluates the carbon impacts of major projects, as a

part of their review process, to ensure that economic and

environmental considerations are balanced in investment

decisions. The IAC assesses both financial returns and

alignment with climate targets, ensuring that investments

support the Company’s long-term growth while managing

transition risks and meeting its decarbonization strategy.

Carbon performance (based on 2025 data)

In 2025, the adjusted Group CO₂e intensity KPI increased

slightly by 1.1% compared to 2024. This was primarily due to

crude steel production declining more sharply than emissions,

particularly in the integrated route where a significant

proportion of emissions is fixed and does not decrease in line

with output. Temporary increases in emissions from purchased

electricity, together with changes in the site mix within the

portfolio (i.e. which sites were operating and their production

levels), also contributed to the higher intensity. As a result,

emissions per tonne of steel increased, even though absolute

CO₂ emissions decreased year-on-year by 3.1%.

The Company also reports 2018 data adjusted for structural

changes to its portfolio to enable like-for-like comparison over

time. On this basis, CO₂e intensity has decreased by 4.1%

since 2018, from 1.86 tCO₂e/tcs to 1.79 tCO₂e/tcs. Adjusted

absolute emissions corresponding to the Company’s global KPI

(Scope 1 and 2, steel and mining) have decreased by 27%

compared with 2018.

The following indicators are used to measure and monitor

ArcelorMittal's decarbonization progress:

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Management report

Metric	Unit	Scope + perimeter	2018 (Baseline)	2024	2025	2018-2025 Reduction
Adjusted absolute CO2e footprint 1	Million tonnes	ArcelorMittal Scope 1+2	135.5	101.4	98.3	27.0%
Adjusted absolute CO2e footprint 1	Million tonnes	Europe Scope 1+2	65.3	50.0	47.2	28.0%
Adjusted Group CO2e intensity KPI1 (steel and mining)	tCO2e/tcs	ArcelorMittal Scope 1+2	1.86	1.77	1.79	4.1%
Adjusted Europe CO2e intensity KPI 1 (steel)	tCO2e/tcs	Europe Scope 1+2	1.69	1.61	1.63	3.2%
CO2 e intensity steel only 2	tCO2e/tcs	Steel Scope 1+2+limited Scope 3	2.09	1.87	1.86	10.8%
Adjusted CO2e intensity1,2 steel only	tCO2e/tcs	Steel Scope 1+2+limited Scope 3	1.96	1.87	1.86	4.9%

1. Prior period figures have been retrospectively adjusted for structural changes to the ArcelorMittal portfolio in 2025 to enable a like for like annual comparison.

2. This indicator includes limited upstream Scope 3 emissions from purchased goods that a steelmaker would normally be expected to produce, such as coke, slabs, burnt

lime in order to maintain a consistent system boundary and so a like for like comparison.

Tailings management

The Company has implemented a comprehensive tailings

management framework based on the leading industry

guidelines from the Mining Association of Canada (MAC), the

Canadian Dam Association (CDA), and the Global Industry

Standard for Tailings Management (GISTM). The Company’s

aim is to ensure that all its Tailings Storage Facilities (TSFs)

are structurally sound and safe, supported by independent

audits and reviews.

The Company manages 26 TSFs, categorized as:

• Active: 16

• Dormant: 2

• Care & Maintenance: 4

• Closure: 1

• Construction: 3

A strong governance framework and three-level assurance

process, including internal and external audits, is in place. In

2025, the Company conducted a full third-party GISTM audit

and completed a significant set of quantitative risk

assessments as part of the ongoing risk management strategy.

Tailings specialists are embedded within operations, and all

TSFs have emergency response plans activated by a Trigger

Action Response Plan (TARP). The Company has been

reviewing these emergency response plans across all sites to

ensure they are aligned with the international best practice

standards.

This work is supported by a continuous improvement program

that promotes reduced moisture disposal methodologies (e.g.

high-density thickened tailings or filtered tailings where

appropriate) and leverages proven new technologies to monitor

facilities globally in real-time. The Company has also upgraded

its internal monitoring infrastructure, deploying iSMART, a new

cloud-based TSF data monitoring system. This GIS monitoring

platform integrates all safety data, including information from

on-site instruments (such as piezometers and inclinometers

that measure deformation) and remote monitoring technologies

like InSAR satellite monitoring. This service provides a

predictive view by taking monthly, high-precision photos to

track movement in millimeter increments over time, allowing

the Company to detect very small changes and upward/

downward trends.

The Company is assessing all mining operations for transition

in line with these principles and developing customized design

solutions for non-conventional tailings system management.

Tailings thickening steps have been implemented in the

Company’s assets in Mexico, and reduced moisture disposal

methodologies are in use in Brazil, Canada, and Mexico. The

Company’s operation Peña Colorada, Mexico, commissioned a

dry stack facility during 2024, and further studies are ongoing

across a range of operations on how tailings can be

dewatered.

Risk assessments were undertaken on all ArcelorMittal’s TSFs

during 2021 and 2022, from which the Company implemented

a range of priority action plans and developed a risk reduction

program, including operational and monitoring improvements. A

follow up risk assessment process commenced during 2024.

A major milestone achievement in 2025 was the completion of

the check dam at ArcelorMittal Serra Azul TSF in Brazil and the

commencement of its decommissioning, a process planned to

take several years.

Stakeholder engagement is an important part of the

Company’s tailings management approach, aligning directly

with GISTM Principle 1 (Affected Communities). The Company

is committed to establishing and maintaining open, transparent,

and effective communication channels with all affected

communities, local authorities, and other stakeholders. This

includes timely disclosure of relevant, accessible, and

understandable information, and fulfilling the GISTM

requirement for a Participating Stakeholder process. The

Company adheres to its Stakeholder Engagement Procedure,

which formalizes this commitment and guides engagement

activities. The Company is also developing comprehensive

best practice guidance for resettlement to ensure any

necessary land access or community relocation is conducted

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Management report

fairly, respectfully, and in a manner that improves livelihoods,

prioritizing the rights and well-being of those affected.

The Company is also a member of AMIRA, a global research

group, and has been working with them on projects, including

the identification of liquefaction triggers.

Raw materials and energy

ArcelorMittal’s mining and raw materials supply strategy

consists of:

• Acquiring and expanding production of raw materials, in

particular iron ore but as well some other specific products

such as refractory, while keeping the cost under control;

• Exploiting its global purchasing reach, pursuing the lowest

unit price available based on the principles of total cost of

ownership and value-in-use through aggregated purchasing,

supply chain and consumption optimization; and

• Leveraging local and low cost advantages on a global scale.

ArcelorMittal’s priority is to optimize output and production from

its existing sources focused mainly on iron ore.

Iron ore

ArcelorMittal sources significant portions of its iron ore needs

from its own mines in Ukraine, Canada, Mexico, Liberia and

Brazil. Several of ArcelorMittal’s steel plants also have in place

off-take arrangements with suppliers located near its

production facilities.

For further information on Mining segment iron ore production,

see “Operating and financial review—Operating results”. For

further information on each of ArcelorMittal’s principal iron ore

mining operations including total mining production of iron ore,

see “Properties and capital expenditures—Property, plant and

equipment” and "Properties and capital expenditures— Mineral

reserves and resources".

ArcelorMittal is also a party to contracts with other mining

companies that provide long-term, stable sources of raw

materials. The Company has multi-year iron ore supply

contracts with Vale to cover its requirements for the EU units,

worldwide direct reduction units and for ArcelorMittal Brasil.

ArcelorMittal's principal international iron ore suppliers include

Vale in Brazil, Luossavaara-Kirunavaara AB in Sweden,

Baffinland Iron Mines Corporation ("BIM") in Canada, IOC (Rio

Tinto Ltd.) in Canada, Samarco in Brazil, Anglo-American

(Minas Rio in Brazil), and Metinvest in Ukraine.

ArcelorMittal believes that its portfolio of mining assets and

long-term supply contracts can play an important role in

preventing disruptions in the production process. (see

“Operating and financial review—Key factors affecting results

of operations—Raw materials”).

Coal

ArcelorMittal’s principal coal suppliers include the BHP Billiton

Mitsubishi Alliance (“BMA”), Stanmore, Peabody, and Glencore

in Australia, Alpha, CORE and Warrior in the United States,

and JSW in Poland.

Metallics (scrap)

ArcelorMittal procures the majority of its scrap requirements

locally and regionally. Certain plants supplement this by

importing EU‑origin scrap, typically transported by ship to

optimize sourcing. Scrap is generally purchased on the spot

market on a weekly or monthly basis or through short‑term

contracts.

Alloys

ArcelorMittal purchases its requirements of bulk and noble

alloys from a number of global, regional and local suppliers on

contracts that are linked to generally-accepted indices or

negotiated on a quarterly basis.

Base metals

The majority of the Company’s base metal needs, including

zinc, tin, aluminum and nickel are purchased under annual

volume contracts. Pricing is based on the market-accepted

indices. Material is sourced from both local and global

producers.

Electricity

ArcelorMittal generally procures its electricity through tariff-

based systems in regulated areas such as parts of the United

States and South Africa, through direct access to markets in

most of its European mills or through bilateral contracts

elsewhere. The duration of these contracts varies significantly

depending on the area and type of arrangement.

For integrated steel mills, plant off-gases from various process

steps are utilized to generate a significant portion of the plant’s

electricity requirements and lower the purchase volumes from

the grid. This is either produced by the plant itself or with a

partner in the form of a co-generation contract.

Natural gas

ArcelorMittal procures much of its natural gas requirements for

its Canadian and Mexican operations from the natural gas spot

market or through short-term contracts entered into with local

suppliers, with prices fixed either by contract or tariff-based

spot market prices. For its European and Ukrainian operations,

with a contractual mix of “all-in” bilateral supply and direct

access to the market, ArcelorMittal sources its natural gas

requirements with European short term/spot-indexed supply

contracts. The remainder of ArcelorMittal’s natural gas

consumption is generally sourced from regulated markets.

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Management report

Industrial gases

Most of ArcelorMittal’s industrial gas requirements are

produced and supplied under long-term contracts with various

suppliers in different geographical regions.

Coke

ArcelorMittal has its own coke-making facilities at most of its

integrated mill sites, including in Canada, Brazil, Spain, France,

Germany, Belgium, Poland, South Africa, and Ukraine. While

ArcelorMittal meets most of its own coke requirements, certain

of ArcelorMittal’s operating subsidiaries purchase coke mainly

from seaborne market from Indonesia, Colombia, Japan,

Australia, and China and certain of its subsidiaries occasionally

also sell excess coke at market prices to third parties. 

Shipping

ArcelorMittal Shipping ("AM Shipping") provides ocean

transportation solutions to ArcelorMittal’s manufacturing

subsidiaries and affiliates. AM Shipping determines cost-

efficient and timely approaches for the transport of raw

materials, such as iron ore, coal, coke and scrap, and semi-

finished and finished products. AM Shipping is also responsible

for providing shipping services to the Company’s sales

organizations. It provides complete logistics solutions from

plants to customer locations using various modes of transport.

In 2025, AM Shipping arranged transportation for

approximately 51.41 million tonnes of raw materials and about

7.12 million tonnes of finished products. The key objectives of

AM Shipping are to ensure cost-effective and timely shipping

services to all units. AM Shipping also acts as the coordinator

for Global Chartering Ltd., the Company's joint venture with

DryLog Ltd., a Monaco based shipping company.

Sales and marketing

In 2025, ArcelorMittal sold 54.0 million tonnes of steel products.

Sales

The majority of steel sales from ArcelorMittal are destined for

domestic markets. For these domestic markets, sales are

usually approached as a decentralized activity that is managed

either at the business unit or at the production unit level. For

certain specific markets, such as automotive, there is a global

approach offering similar products manufactured in different

production units around the world. In instances where

production facilities are in relatively close proximity to one

another, and where the market requirements are similar, the

sales function is aggregated to serve a number of production

units. In the EU and in South America, ArcelorMittal owns a

large number of service and distribution centers. Depending on

the level of complexity of the product, or the level of service

required by the customer, the service center operations form

an integral part of the supply chain to ArcelorMittal’s

customers. Distribution centers provide access to

ArcelorMittal’s products to smaller customers that cannot or do

not want to buy directly from the operating facility.

The Group prefers to sell exports through its international

network of sales agencies to ensure that all ArcelorMittal

products are presented to the market in a cost-efficient and

coordinated manner.

Sales are executed at the local level, but are conducted in

accordance with the Group’s sales and marketing and code of

conduct policies.

For some global industries with customers in more than one of

the geographical areas that ArcelorMittal serves, the Company

has established customized sales and service functions. This is

particularly the case for the automotive industry. Sales through

this channel are coordinated at the Group level with respect to

contract, price and payment conditions.

Marketing

Marketing follows the sales activity very closely and is by

preference executed at the local level. In practice, this leads to

a focus on regional marketing competencies, particularly where

there are similarities among regional markets in close

geographical proximity. Local marketing provides guidance to

sales on forecasting and pricing. At the global level, the

objective is to share marketing intelligence with a view towards

identifying new opportunities, either in new products or

applications, new product requirements or new geographical

demand. Where a new product application is involved, the in-

house research and development unit of ArcelorMittal is

involved in developing the appropriate products.

An important part of the marketing function at ArcelorMittal is to

develop short-range outlooks that provide future perspectives

on the state of market demand and supply. These outlooks are

shared with the sales team in the process of finalizing the sales

strategy for the immediate future and with senior management

when market conditions call for production adjustments.

Globally, sales and marketing activities are coordinated to

ensure a harmonized approach to the market. The objective is

to provide similar service experiences to all customers of

ArcelorMittal in each market.

Purchasing

ArcelorMittal has implemented a global procurement process

for its major procurement requirements, including raw

materials, capital expenditure items, energy and shipping.

ArcelorMittal’s centralized procurement teams also provide

services such as optimization of contracts and the supply base,

logistics and optimizing different qualities of materials suitable

for different plants and low cost sourcing.

By engaging in these processes, ArcelorMittal seeks to benefit

from economies of scale in a number of ways, including by

establishing long-term relationships with suppliers that

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Management report

sometimes allow for advantageous input pricing, pooling its

knowledge of the market fundamentals and drivers for inputs

and deploying specialized technical knowledge. This enables

ArcelorMittal to achieve a balanced supply portfolio in terms of

diversification of sourcing risk in conjunction with the ability to

benefit from a number of its own raw materials sources.

ArcelorMittal has institutionalized the “total cost of ownership”

methodology as its way of conducting its procurement activities

across the Group. This methodology focuses on the total cost

of ownership for decision making, with the goal of lowering the

total cost of production through minimization of waste,

improved input material recovery rates and higher rates of

recycling.

Sustainability principles are embedded into ArcelorMittal

general procurement conditions, purchasing contracts, in the

onboarding process and supplier performance management in

the area of safety, health, environment, human rights and

employee relations.

Intellectual property

ArcelorMittal owns and maintains a patent portfolio covering

processes and steel products, including uses and applications

that it creates, develops and implements in territories

throughout the world. Such patents and inventions primarily

relate to steel solutions with new or enhanced properties, as

well as new technologies that generate greater cost-

efficiencies.

ArcelorMittal also owns trademarks, both registered and

unregistered, relating to the names and logos of its companies

and the brands of its products. ArcelorMittal has policies and

systems in place to monitor and protect the confidentiality of its

know-how and proprietary information. The Company applies a

general policy for patenting selected new inventions, and its

committees organize an annual patent portfolio screening by

individuals from the Company’s R&D and business sectors in

order to optimize the global efficiency of the Company’s patent

portfolio. The Company’s patent portfolio includes more than

16,000 patents and patent applications, mostly recent and

medium-term, for more than 1,015 patent families, with 128

inventions newly-protected in 2025. Because of this constant

innovation, the Company does not expect the lapse of patents

that protect older technology to materially affect medium term

revenue.

In addition to its patent portfolio, ArcelorMittal is constantly

developing technical know-how and other unpatented

proprietary information related to design, production process,

decarbonization solutions for steel production and use of high

quality steel products, leading to development of new

applications or to improvement of steel solutions proposed to

its customers, such as the ones aiming at weight reduction for

vehicles. ArcelorMittal has also been granted licenses for

technologies developed by third parties in order to allow it to

propose comprehensive steel solutions to customers.

ArcelorMittal is not aware of any pending lawsuits alleging

infringement of others’ intellectual property rights that could

materially harm its business.

Government regulations

ArcelorMittal’s operations are subject to various regulatory

regimes in the regions in which it conducts its operations. The

following is an overview of the principal features of the

Company's regulatory regimes, as of December 31, 2025, that

affect or are likely to significantly affect the Company's

operations.

See also “Introduction—Risk factors and Control ”, "Business

Overview—Sustainable Development—Health and Safety" and

note 9.3 to the consolidated financial statements.

Environmental laws and regulations

ArcelorMittal’s operations are subject to a broad range of laws,

directives and regulations relating to air emissions, surface and

groundwater protection, wastewater storage, treatment and

discharges, the use and handling of hazardous or toxic

materials, waste management, recycling, treatment and

disposal practices, the remediation of environmental

contamination, the protection of soil, biodiversity and

ecosystems or rehabilitation (including in mining).

As environmental laws and regulations in the European Union

(“EU”) stemming from the Green Deal and other jurisdictions

continue to become more stringent, ArcelorMittal expects to

spend substantial resources, including operating and capital

expenditures, to achieve or maintain ongoing compliance.

Further details regarding specific environmental proceedings

involving ArcelorMittal, including provisions to cover

environmental remedial activities and liabilities,

decommissioning and asset retirement obligations are

described in note 9.1 to ArcelorMittal’s consolidated financial

statements.

Globally, the regulatory backdrop to environmental compliance

in industry is developing rapidly and becoming more stringent,

in conjunction with more extensive disclosure requirements,

notably through the roll-out of the Corporate Sustainability

Reporting Directive ("CSRD") reporting and preparation for

Task Force on Nature-related Financial Disclosure ("TNFD").

Environmental impacts such as that of air emissions are

coming under greater scrutiny as evidenced by the updated air

quality guidelines issued by the World Health Organization

("WHO") in September 2021. These guidelines have

contributed to the recent adoption of the Air Quality Directive

(Directive (EU) 2024/2881), alongside the updated Best

Available Techniques Reference Document ("BREF") for the

Ferrous Metals Processing Industry, among others. These

changes will result in stricter environmental norms concerning

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Management report

pollution (emissions to air, water and land), broader impacts on

natural environments, habitats and biodiversity, and energy

efficiency and resource efficiency, as well as promoting more

sustainable industrial production (part of the European

Commission’s Green Deal for a climate-neutral continent) and

increased transparency of information available to public.

EU

The revised Industrial Emission Directive (Directive 2024/1785

or “IED 2.0”) entered into force in August 2024 with an overall

aim to minimize the impact of pollution on people’s health and

the environment by reducing harmful industrial and intensive

livestock emissions across the EU. The IED 2.0 imposes

stricter rules for defining emission limit values and in respect of

permit requirements as well as tighter compliance and control

rules with additional enforcement provisions. The operators of

industrial installations will need to develop transformation plans

to achieve the EU's 2050 zero pollution, circular economy, and

decarbonization goals. The revised directive focuses on

resource use performance levels, as well as lower chemical

pollution through requirements for a reduced use of toxic

chemicals. The Directive has to be transposed into national

laws by July 1, 2026. Furthermore, the new EU Industrial

Emissions Portal Regulation (EU) 2024/1244 which replaces

the European Pollutant Release and Transfer Register

Regulation ("E-PRTR") entered into force in May 2024. This

revision enhances public access to information related to

industrial emissions. Between 2026 and 2027, the European

Commission ("EC") will work on implementing rules, with the

first report under the revised directive (describing releases and

resource use in 2027) scheduled for publication in 2028.

With regard to water policy, in June 2025, the European Water

Resilience Strategy was presented by the EC, paving the way

for a water-smart Europe for people, the economy and the

ecosystems, containing concrete actions up to 2030 to make

Europe water resilient. In relation to these, the effective

implementation of the relevant provisions of the Water

Framework Directive will be stress-tested in 2026, in particular

concerning permitting. The EC will also intensify the dialogue

with stakeholders and Member States facing specific

challenges in the implementation of the Water Framework

Directive.

On December 10, 2025, the EC presented a simplification

package so-called "Environment Omnibus" with the aim to

remove unnecessary administrative obligations and reduce

complexity in the fields among others of industrial emissions,

circular economy and environmental assessments.

As part of this package, the EC is proposing a Regulation to

speed up environmental assessments, ensuring a common,

coherent and simplified umbrella for faster and efficient

procedures, assessing impacts on the environment, including

impacts by development projects on habitats, birds and water,

as well as human health. The proposed changes aim at

reducing the administrative burden for businesses, while

keeping the EU's ambitious objectives to protect the

environment and human health.

Furthermore, the Soil Monitoring Law, which entered into force

on December 16, 2025, aims to address key soil threats in the

EU, including the contamination and loss of soil biodiversity. It

applies to all the soil types in the EU and will require Member

States to monitor and assess soil health addressing the

identification of contaminated sites as well in EU. Member

States have a three-year deadline from its entry into force to

transpose the new rules into national law.

In the context of supply chain, the German Supply Chain Due

Diligence Act 2022 ("Lieferkettensorgfaltspflichtengesetz"),

which came into force in January 2023, provides a legal

framework for fulfilling human rights due diligence obligations

and requires that German companies undertake due diligence

in their supply chains and motivate their contract partners

abroad to protect internationally recognized human rights and

environmental standards.

In 2025, the EU introduced a series of political and legislative

adjustments affecting corporate sustainability obligations, most

notably under the CSRD and the Corporate Sustainability Due

Diligence Directive ("CSDDD" or "CS3D"). CSRD, which

significantly expands mandatory sustainability reporting for

large EU and non-EU companies operating in the EU, became

subject to an omnibus simplification process in 2025 that raised

the size thresholds for companies in scope, postponed certain

reporting deadlines, and simplified or deferred several sector-

specific and data-intensive European Sustainability Reporting

Standards.The postponement of reporting deadlines was

introduced by the Stop-the-Clock Directive, while the deferral of

the requirement to report on certain data-points was introduced

by the Quick Fix Delegated Act. Both instruments are now in

force. These changes are intended to reduce short-term

administrative burdens while preserving the Directive’s central

architecture of double materiality, mandatory assurance and

ESRS-based disclosure. The omnibus simplification efforts

included parallel negotiations on CSDDD, which resulted in the

postponement of transposition and application deadlines

through the Stop-the-Clock Directive and in a provisional

political compromise that increases company-size thresholds,

establishes risk-base due diligence, narrows the due-diligence

duty primarily to direct business partners, and provides

Member States with additional flexibility for transposition.

Importantly, the previously proposed obligation to adopt and

implement binding climate transition plans under CSDDD was

removed, while climate-transition-related requirements under

CSRD are oriented toward enhanced disclosure rather than

enforceable implementation. While these changes moderate

the pace and breadth of compliance, they maintain the EU’s

overall direction of travel toward enhanced sustainability

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Management report

transparency and responsible business conduct, with further

EC guidance in 2026 expected to shape practical

implementation. The changes were published in the official

journal of the EU on February 26, 2026, and will enter into

force 20 days after its publication.

On July 14, 2021, the European Commission adopted the Fit

for 55 Package with a view to adapting climate and energy

legislation to the 2030 ambition set by the European Climate

Law. The EU also committed internationally to its 55%

reduction target. Most of the initiatives of the Fit for 55 Package

have been adopted as of December 31, 2024, amending

several pieces of legislation that were already applicable to

ArcelorMittal, such as the EU-ETS, the Renewable Energy

Directive (“RED”) and the Energy Efficiency Directive (“EED”)

as well as introducing CBAM. CBAM is a tool to put an

equivalent price to that faced by domestic production on the

carbon emitted during the production of certain goods that are

imported into the EU. The CBAM established a transition

period from October 1, 2023, to December 31, 2025, during

which there was no financial obligation besides the possibility

of penalties being imposed for failures to report. There are

some implementation rules stemming from the ETS and CBAM

that are still currently under preparation.

In addition, the Energy Taxation Directive (“ETD”) was

expected to be revised in 2025 but the Council and EU

Member States failed to reach an agreement on a number of

key provisions.

ArcelorMittal’s activities in the 27 member states of the EU are

subject to the EU-ETS, which was launched in 2005 pursuant

to European Directive 2003/87/EC, relating to GHG emissions.

The EU-ETS is based on a cap-and-trade principle, setting a

cap on GHG emissions from covered installations that is then

reduced over time. Within this cap, companies receive

emission allowances which they can sell to or buy from one

another as needed. The limit on the total number of allowances

available ensures that they have a value. In order to achieve

the EU 2030 55% reduction ambition, the ETS requires sectors

under ETS to reduce their emissions by 62%. As required by

the EU Climate Law, the Commission has begun to define a

Europe-wide 2040 target. In February 2024, the Commission

presented its assessment for a 2040 climate target for the EU,

recommending reducing the EU’s net GHG emissions by 90%

by 2040 relative to 1990. In December 2025, the European

Parliament and the Council reached a provisional agreement

on the 2040 target:

• 90% GHG emissions reduction by 2040, with a

contribution of up to 5% from "high-quality" international

credits starting in 2036;

• ETS2 delayed by one year to 2028;

• biennial review clause for the 2040 target, with possible

adjustments; and

• possibility to compensate for hard-to-abate ETS emissions

through domestic removals.

Adoption is expected by the first quarter of 2026. The review of

the ETS will follow to reflect the adopted 2040 target.

The implementation rules for the second trading period of

Phase IV (2026-2030) will further reduce current benchmark

values, although the adopted approach will prevent a large

disruptive decrease of the hot metal benchmark. Still, the

resulting shortage in free allocation levels would put the

European steel industry at a significant disadvantage versus

global competition (see note 9.1 to the consolidated financial

statements). To prevent such disadvantages, CBAM has been

established for a limited number of sectors, including steel, with

a transitional period that started in October 2023 and ran until

the end of December 2025, with the initiation of CBAM financial

liability in 2026. In the case of the steel sector, only direct

emissions will be covered, allowing access to indirect cost

compensation. However, the EC announced a report to follow

in 2027 with evaluation of ways to extend the scope further to

indirect emissions. On the other hand, free allocation to

covered sectors will be progressively phased out as follows:

2026: 97.5%, 2027: 95%, 2028: 90%, 2029: 77.5%, 2030:

51.5%, 2031: 39%, 2032: 26.5%, 2033: 14%, and 0% as from

2034. The agreement does not include a solution for exports.

In December 2025, the EC published a proposal for a

Regulation establishing the Temporary Decarbonization Fund,

aimed at providing a transitory financial support in the period

2028-2029 to address the remaining risk of carbon leakage in

the years 2026-2027 associated exports. A more lasting

solution will be discussed in the context of the upcoming ETS

review.

On February 26, 2025, the Commission put forward the

‘Omnibus’ package, aiming to simplify existing legislation in the

fields of sustainability and investment, respectively. The CBAM

part of this simplification package was adopted in October

2025 where a key element of the package is an exemption

threshold of 50 tonnes for CBAM goods. Companies importing

less than 50 tonnes of goods subject to CBAM annually will be

exempt from CBAM obligations. This measure is expected to

exempt approximately 182,000 importers, mostly SMEs and

individuals, while still covering over 99% of emissions in scope.

Other provisions such as the compliance calendar, use of

default values, hedging obligation and calculation of certificate

prices were also modified. Several implementing acts to

supplement the CBAM regulation are still under development,

while some were adopted by the end of 2025.

Moreover, the revised Renewable Energy Directive (“REDIII”)

was adopted in November 2023, increasing the current EU-

level target of at least 32% of renewable energy sources in the

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Management report

overall energy mix to at least 42.5% by 2030. Member States

must also collectively endeavor to increase the share of energy

from renewable sources in the EU’s gross final consumption of

energy in 2030 to 45%. The REDIII aims to deploy renewables

across all sectors, particularly in sectors where progress in

integrating renewables had been slower.

Additionally, the revised EED raised the EU energy efficiency

target, making it binding for EU countries to collectively ensure

an additional 11.7% reduction in energy consumption by 2030

compared to the 2020 reference scenario projections.

Furthermore, the revised Land Use, Land Use Change and

Forestry Regulation (“LULUCF”) sets a target for net GHG

removals at 310 million tonnes of CO2 equivalent as a sum of

the values of the GHG net emissions and removals by Member

States in 2030. The LULUCF sector is connected to all

ecosystems and economic activities that rely on the land and

the services it provides, thus directly impacting ArcelorMittal’s

sites.

Furthermore, the Eco-design for Sustainable Product

Regulation (“ESPR”) is a cornerstone in the European Green

Deal for more environmentally sustainable and circular

products. The new regulation acts as a framework and

complements existing product regulation. The regulation is

implemented following a work-plan through secondary

legislation by Delegated Acts. The ESPR framework will make

"Digital Product Passports" mandatory and must ensure that

relevant environmental information is transferred along the

supply chain on a need-to-know basis.

Under the ESPR umbrella, the Construction Products

Regulation ("CPR") was revised in 2025, and the End-of-Life

Vehicles ("ELV") rules will shift to a regulation in 2026. Both will

strengthen sustainability, recyclability or recycled-content

requirements, including steel products serving these markets.

Under the Industrial Decarbonization Accelerator Act ("IDAA"),

the EU will introduce a voluntary low‑carbon label initially for

steel. This label will indicate the carbon intensity of industrial

products based on ETS and CBAM methodology, enabling

manufacturers to differentiate on environmental performance

and potentially command a “green premium” in markets. The

formal legislative proposal for IDAA, including a voluntary

low‑carbon label covering steel is scheduled for the first quarter

of  2026.

Environmental requirements impacting industrial operations are

also becoming more stringent in various other jurisdictions.

Argentina

Argentina's goal is to achieve carbon neutrality by 2050, and it

has defined its NDCs for 2030, reinforcing them through its

participation in COP 30. The country submitted its third NDC,

updating its emissions target for the 2030-2035 period and

committing to not exceeding 375 MtCO₂e. This renewal was

also accompanied by the Third National Communication on

Adaptation to Climate Change, a detailed report on

vulnerabilities and adaptation measures in the face of climate

change.

Additionally, the Renewable Energy Law set mandatory

national targets for electricity consumption from renewable

energy sources: 8% in 2018; 12% in 2019/20; 16% in 2021/22;

18% in 2023/24; and 20% in 2025. All energy-intensive

industries must contribute to these mandatory national targets,

but no significant impact on the Company is expected. Acindar

has outlined its renewable energy business plan, and the

targets are being met through renewable energy supply

agreements between Acindar and PCR (PO Bicentenario - Luz

de tres Picos) / GEAR.

Brazil

In 2025, Brazil introduced several major federal and state

regulations. At the federal level, Law No. 15,269/2025

modernized the electricity sector with measures to improve

energy security, reduce tariffs, and provide tax incentives. The

General Environmental Licensing Law (Law No. 15,190/2025),

effective in 2026, streamlined and standardized environmental

licensing. Decree No. 12,481/2025 established the National

Maritime Policy, and Portaria GM/MMA No. 1,332/2025 set

guidelines for regulatory impact analysis within the Ministry of

the Environment.

States also issued key regulations. Espírito Santo implemented

new air‑quality standards (Decree No. 6,076-R/25). Minas

Gerais updated rules on environmental fine conversion

(Decree No. 48,994/2025). Rio de Janeiro’s INEA established

new procedures for managing contaminated areas (Resolução

INEA No. 327/2025). Santa Catarina published rules on the

use of industrial waste and strengthened auditing and licensing

procedures. São Paulo updated solid‑waste control

requirements (CETESB DD No. 20/C and 77/C) and clarified

administrative sanctions under the Public Procurement Law

(Resolução SEMIL No. 01/2025).

Paraná introduced incentives for industrial decarbonization

(Law No. 22,624/2025) and detailed state environmental

licensing rules through multiple normative instructions.

Canada

In Canada, AMMC received the renewed de‑pollution

attestations, pending since 2019, for the Mont-Wright and Fire

Lake facilities in 2025, introducing stricter standards and

requiring several additional studies. The Pellet Plant’s

attestation remains pending; however, its existing industrial

permit from April 8, 2015, continues to apply until the provincial

authority issues the renewal. These permits establish targets

for water, air, soil, and waste management, as well as the

monitoring and reporting frequencies and requirements for

each target.

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Management report

Furthermore, the Contrecoeur West depollution attestation was

scheduled to be renewed in 2023; the renewal application was

filed in June 2023, and is awaiting further input from the

Government. The Contrecoeur East depollution attestation is

scheduled to be renewed in 2026, the application was

submitted in October 2025. Also, starting January 1, 2024,

royalty rates are payable for contaminated soils for landfilling

(CAD$10/t - indexed to CAD $11.33/t as of January 1, 2025) or

treating (CAD$5/t).

At the national level, the Environment and Climate Change

Canada (“ECCC”), a department of the Government of

Canada, updated the Base-Level Industrial Emissions

Requirements (“BLIERs”) under the federal Air Quality

Management System, resulting in the need for substantial

investments to comply with emission regulations. Provincial

regulations in Ontario and Quebec will also require additional

emissions reductions.

The ECCC, the Iron Ore Company of Canada, and AMMC

have entered into an environmental performance agreement

effective from January 5, 2018 until June 1, 2026. The

agreement is designed to facilitate the implementation of

BLIERs developed for the iron ore pellet sector. Specifically, it

outlines the composition, timelines, and objectives of the NOx

Working Group. The agreement aims to ensure compliance

with BLIERs limits for Particulate Matter ("PM") 2.5 and SO2

while also overseeing the implementation of the approach to

studying NOx.

In Ontario, the BLIER requires all coke plants in the province to

install coke oven gas desulphurization in order to meet SO2

limits by the end of December 2025. In 2023, ArcelorMittal

Dofasco received an exemption from the ECCC due to its

ongoing decarbonization efforts. Currently, on a plant-wide

basis, ArcelorMittal Dofasco’s facility is meeting its BLIERs

objective.

In Canada, carbon pricing regulations have become

increasingly stringent. For example, the Order Amending

Schedule 3 to the GHG Pollution Pricing Act: Statutory Orders

and Regulation (“SOR”)/2022-210 introduces amendments to

set the royalty amounts per tonne of GHG emitted for the years

2023 to 2030.

As from January 1, 2022, ArcelorMittal Dofasco and Ontario

industries have been regulated on carbon pricing under the

Ontario Emissions Performance Standards (“EPS”),

transitioning out of the Federal output-based pricing system

(“OBPS”). The Federal government intends to ensure

provincial GHG programs are rigorous enough to meet Federal

carbon reduction targets (40 - 45% lower than in 2005 by

2030).

In March 2023, the Federal government updated the federal

benchmark. Ontario subsequently published changes to the

EPS carbon tax program for 2023 and 2030, which includes (i)

changes to carbon pricing from CAD$50/t CO2e to CAD$65/t in

2023 and increasing CAD$15/t annually up to CAD$170/t

CO2e by 2030, and (ii) changes to the stringency factors:

-2.4% in 2023 and -1.5% annually from 2024 to 2030.

As part of the Ontario EPS program, the Ontario provincial

authority signaled a recognition of the significant transformation

in the steel sector for those large steel producers expected to

make the transition to clean steel production in the coming

years. In consideration of the changes at these facilities,

stringency factors would be set equal to one for the transition

period up to 2030; thus, exemptions will be considered for first

movers in the steel sector. Final details have been provided

and the Director's official issuance notice for the amendments

were issued in the second quarter of 2024.

The development of an approach to address facility-specific

emissions targets for the innovative DRI facilities has been

completed, often based on three years of performance

following the start-up of a facility. Detailed discussions

concluded in 2023, and the final Director’s order was issued in

the first quarter of 2024. The proposed approach to address

ArcelorMittal Dofasco’s decarbonization program during the

transformation periods has also been developed. Compliance

of Director's order is to be achieved by reducing GHGs as well

as additional first-mover considerations by the regulator.

In Quebec, the 2030 Plan for a Green Economy sets a 37.5%

GHG emission reduction target by 2030 compared with 1990

levels, with the goal that Quebec reaches carbon neutrality by

2050. Separate consultations by the government of Quebec

are underway with large GHG emitters regarding the cap-and-

trade program regulation for the second and subsequent

compliance periods from 2021 to 2030. Quebec completed the

consultations for the 2021 to 2023 compliance period. For the

period 2024 to 2030, negotiations are still in progress to

minimize the financial impact of regulatory changes on

ArcelorMittal’s operating subsidiaries in Canada.

As part of Canada’s climate plan to reduce emissions and

accelerate the use of clean technologies and fuels, in June

2022, the final Clean Fuel Regulations (“CFR”) under the

Canadian Environmental Protection Act 1999 (“CEPA”) were

registered, bringing the 2017 Clean Fuel Standard (“CFS”) into

law. It came into force upon registration, except for two

sections repealing the pre-existing Renewable Fuels

Regulations (“RFRs”), which will come into force on September

30, 2024. The CFS establishes lifecycle carbon intensity

requirements separately for liquid, gaseous, and solid fuels that

are used in transportation, industry, and buildings. This

performance-based approach, intended to incentivize

innovation, development, and use of a broad range of lower-

carbon fuels, alternative energy sources, and technologies,

only requires liquid fuel (e.g., gasoline, diesel, home heating

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Management report

oil) suppliers to reduce the carbon intensity of their fuels.

Gaseous and solid fossil fuels have been eliminated from the

scope. The regulations will increase production costs for

primary suppliers, which would increase prices for liquid fuel

consumers.

Liberia

In Liberia, AML significantly expanded its iron ore operations,

driven by the commissioning of a major ore concentrator in

Tokadeh and a large-scale Phase II expansion aimed at

increasing annual production capacity from 5 million to up to 20

million tonnes. These developments positioned Liberia as one

of ArcelorMittal’s top global investment priorities, with

substantial infrastructure upgrades in rail and port facilities,

local hiring, and community development commitments.

AML operates under Liberia’s MDA framework and is subject to

the Minerals and Mining Law (2000), related mining

regulations, the Environmental Protection and Management

Law, and oversight by the Ministry of Mines & Energy (MME),

Environmental Protection Agency (EPA), National Bureau of

Concession (NBC), among other governmental branches.

Continuing discussions and amendments to the MDA in 2025

included negotiations on user‑operator railway frameworks,

fiscal terms, and compliance obligations. An amendment to the

MDA was ratified on January 29, 2026, see "Introduction—Key

transactions and events in 2025—Recent developments".

Essentially, Government regulation could materially affect

AML’s business, particularly through: (i) the Senate

investigations and compliance reviews, and (ii) the proposed

amendments that could alter rail access, investment

conditions, and operational obligations.

These regulatory shifts have direct implications for AML’s

logistics operations and long-term investment strategies.

Amongst the key environmental matters in 2025 included: (a)

Environmental compliance disputes, with some legislators

claiming AML proceeded without proper impact assessments -

claims later disproven by the Liberian EPA ‑ verified ESIA

reports and renewed permits covering mining areas and the

Port of Buchanan; (b) EPA investigations, included a formal

probe into an October 2025 sediment‑runoff incident at the

Yuelliton mining area that allegedly affected nearby waterways

and farmlands -this incident triggered regulatory scrutiny and

potential corrective actions-; and (c) public environmental

concerns, including reports of pollution impacts on local rivers

and calls for stricter oversight of waste management and water

protection measures.

Mexico

In March 2022, Mexico published a new standard on

wastewater discharges, reducing the maximum permissible

limits and introducing new parameters for quarterly monitoring

and reporting to the National Water Commission

(“CONAGUA”). ArcelorMittal internally defined a preliminary

action plan to enhance wastewater quality discharges in line

with the requirement of the standard through operational

controls. In April 2023, with prior authorization from

CONAGUA, ArcelorMittal submitted an action plan outlining

milestones to bring wastewater discharge in compliance with

the new standard. This program is scheduled to conclude in

February 2027, with progress reports required to update on the

program’s milestones.

Additionally, due to the recent reform of the National Mining

Regulation ("NMR"), several significant changes have been

made, mostly related to environmental, water and waste

management. With respect to water, the changes primarily

relate to water access by the population (in preference to

industrial use of water), which may have an impact on the

ability to use water for iron ore transportation. Several

constitutional claims against the NMR were submitted

(including claims by ArcelorMittal Mexico). The final rulings are

expected to be resolved by the district courts in 2026, since the

Supreme Court already issued a precedent in favor of the

enforcement of the NMR. As part of these ongoing trends in

water management, ArcelorMittal Mexico joined the initiative of

a National Agreement on Water and signed the agreement on

November 14, 2024, voluntarily assigning 56.5% of its

concessioned volume to the National Water Commission for

2025.

To fulfil its commitments under the Paris Agreement, the

federal government of Mexico has published rules and

principles for an ETS applicable to entities generating more

than 100,000 tonnes of CO2 per year. Since 2020, a pilot of the

ETS has been implemented by ArcelorMittal México Long and

Flat Segments and Services areas (“SERSIINSA”), along with

other relevant companies. This pilot stage is still in progress,

and it is expected that new rules for the operational stage will

potentially be issued by the first quarter 2026. During the pilot

stage, ArcelorMittal México consistently adhered to the

environmental authority's ("SEMARNAT") emission calculation

and reporting criteria for the ETS. ArcelorMittal's CO2

emissions reports have consistently showed zero deficits.

Despite the initial plan for the operational stage to start in 2023,

In January 2024, SEMARNAT presented a proposal of the

operating rules of the ETS with new growth factors and

reduction factors for the mechanism to assign free emission

allowances for all participants sectors. The authority has not

officially defined operational stage rules, but an unofficial final

proposal is expected soon.

In addition, since 2023, there has been a very marked trend by

state governments in Mexico to implement green taxes on CO2

emissions, which caused an additional tax impact on different

sectors that participate in other federal government schemes

(e.g., ETS). Working groups have been formed within several

trade associations and business chambers to  promote

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Management report

initiatives that minimize the economic impacts on the industrial

sector.

On December 26, 2025, SEMARNAT, through the National

Forestry Commission, issued a resolution establishing

reference costs for environmental compensation for land-use

changes in forest areas. This reform will impact new mining

projects requiring land-use changes in areas designated for

forestry, as it significantly increases the environmental

compensation amounts payable. The increase may exceed

500% compared to the previous 2023 regulation. The

applicable amounts will depend on the surface area, type of

vegetation, and environmental conditions of the project site.

India

ArcelorMittal commissioned a 1GW solar and wind power

project in 2025 which is governed by a wide range of ESG, and

activity‑based regulations—including key environmental laws

such as the Environment Protection Act, 1986; social and labor

laws; governance requirements under the Companies Act; and

several activity‑based regulations covering noise, hazardous

waste, air and water pollution, battery handling, and biomedical

waste—collectively ensuring compliant and responsible project

operations.

South Africa

Proposed amendments to the Carbon Tax Act issued on

November 17, 2025 through the TLAB ease the previously

planned reduction of tax‑free allowances in response to

stakeholder concerns about the rapid carbon‑tax escalation.

The proposal increases the offsets allowance by 5% and

extends the carbon‑budget allowance to December 2025. It

also introduces a penalty rate of R640/tCO₂e for emissions

exceeding the allocated carbon budget, which will only apply

once the National GHG Carbon Budget and Mitigation Plan

Regulations are finalized. AMSA is engaging with the DFFE to

secure a realistic carbon‑budget intensity, noting that an overly

strict budget could lead to significant penalties. AMSA also

stresses the need to maintain tax‑free allowances until

decarbonization becomes technically and financially viable,

especially for hard‑to‑abate processes. Non‑compliance with

mitigation‑plan obligations may also result in fines or

imprisonment.

The Draft Sectoral Emission Targets ("SETs") issued in April

2024 remain subject to cabinet approval and are expected to

be released for public consultation in early 2026.

On October 29, 2025, the National Treasury published a

consultation document on developing South Africa’s

carbon‑credit market, proposing reforms to modernize the

Carbon Offset Administration System and attract investment in

low‑carbon projects. AMSA supports establishing a credible,

internationally aligned secondary carbon‑credit market and

underscores the need for a coherent, integrated policy

framework that avoids overregulation and excessive burdens

on industry.

Ukraine

Ukraine continues to advance its environmental and

climate‑policy framework. The State Environmental Policy

Strategy up to 2030 and the 2023–2025 Action Plan set

stronger pollution‑reduction and resource‑efficiency targets,

supported by an updated Nationally Determined Contribution

("NDC") requiring reduced GHG emissions by 2030. The Law

on the National Pollutant Release and Transfer Register

("N‑PRTR") Law, effective since October 2023, enhances

transparency on industrial pollution but poses no new financial

risks, as reporting has already been in place for two years.

From September 1, 2025, the list of regulated pollutants was

expanded to include additional chemical substances and, for

the first time, physical and biological factors such as noise,

vibration, and radiation.

The Integrated Prevention and Control of Industrial Pollution

("IPPC") Law, adopted in July 2024 and effective August 8,

2025, introduces an integrated permitting system and requires

new installations to obtain permits immediately, while existing

installations have four years to comply. Procedures for

developing BAT conclusions and issuing integrated permits

were adopted in 2025, though BAT itself has not yet been

approved. BAT requirements for existing sites will apply no

earlier than four years after martial law ends, giving companies

a 4 to 11‑year window to comply, with investment needs to be

defined in the next three years.

Environmental monitoring reforms adopted in 2023 will take

effect six months after martial law ends, establishing a

nationwide monitoring system. In 2025, operators with

integrated permits were obligated to install automated systems

transmitting real‑time emissions data to authorities.

Ukraine is also preparing for a national ETS. The 2024 Climate

Policy Law and the Climate Law (October 2024) set

climate‑governance structures and a 2050 climate‑neutrality

goal. Action plans adopted in 2025 outline steps for MRV

implementation and ETS development.

Alignment with EU chemical standards is progressing through

technical regulations based on CLP and REACH (approved in

2024), with phased implementation and extended

pre‑registration deadlines set by the Government in December

2025. Companies are developing required documentation,

classifying chemical hazards, and conducting pre‑registration.

Wastewater regulation continues under the 2023 law aligned

with EU Directive 91/271/EEC, implemented via a three‑year

action plan. Broader waste‑management reform began in 2022

with the Waste Management Law, requiring EIAs and permits

for waste treatment and hazardous‑waste licensing. New

procedures for issuing waste‑treatment permits were adopted

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Management report

in 2023 and updated in 2024, with further 2025 bylaws

governing facility operations and environmental monitoring—

many effective only after martial law ends. Work is underway to

align waste practices at the Steel and Coke Plants with current

requirements, although rules for mining‑waste management

remain incomplete.

United States

ArcelorMittal’s operating subsidiaries in the United States are

subject to numerous and evolving environmental laws and

regulations including, at the federal level, the Clean Air Act (the

“CAA”), the Clean Water Act (the “CWA”), the Resource

Conservation and Recovery Act (“RCRA”), the Comprehensive

Environmental Response, Compensation and Liability Act

(“CERCLA”), the Oil Pollution Act of 1990 (“OPA”), the Safe

Drinking Water Act and the Toxic Substances Control Act, as

well as applicable state and local environmental requirements.

As discussed further below, these laws and regulations

concern the generation, storage, transportation, disposal,

emission or discharge of pollutants, contaminants and

hazardous substances into the environment, the reporting of

such matters, and the general protection of public health and

safety, natural resources, wildlife and the environment.

Inspections by, and claims for alleged violations can be brought

by, among others, the U.S. Environmental Protection Agency

(the “U.S EPA”), state agencies, and in certain instances local

governments and private parties, and can result in penalties,

damages, injunctive relief, the obligation to take corrective

action (such as incur the cost of cleanups) or to make

investments (including capital and operating expenditures to

detect and/or control air emissions or in relation to  water

treatment), and/or limitations or prohibitions on certain of the

Company’s current or planned activities, any of which could be

substantial.

The CAA imposes stringent limits on air emissions with a

federally mandated operating permit program and, among

other things, regulates hazardous air pollutants through the

development and promulgation of National Emission Standards

for Hazardous Air Pollutants (“NESHAP”) and Maximum

Achievable Control Technology (“MACT”) standards. The CAA

also requires the U.S. EPA to develop and implement National

Ambient Air Quality Standards (“NAAQS”) for criteria pollutants,

which include particulate matter (PM) - consisting of PM10 and

PM2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide

and ozone. The CAA and analogous state and local laws

require certain of the Company’s facilities to obtain and

maintain air permits in order to operate. Air permits can impose

new or expanded obligations to limit or prevent current or

future emissions and to add costly pollution control equipment.

For example, ArcelorMittal’s subsidiary in Texas was required

to make investments to comply with 2023 amendments to the

NAAQS PM standards. 

The U.S EPA has recently made changes or considered

changes to several rules that impact or may impact the

Company’s operations.

New source performance standards for EAFs and argon-

oxygen decarburization vessels ("AOD") were finalized through

an interim final rule in 2024, lowering several emission limits

that could affect future EAF construction but do not affect

Calvert’s phase I and phase II EAF, which were permitted in

2021.

Further, in March 2025, the U.S EPA announced, as part of its

plan for significant deregulatory action, that it will reconsider

multiple NESHAPs (affecting, among other industrial sectors,

integrated iron and steel manufacturing) and NAAQS criteria

(and specifically the PM2.5 standards, which impact

manufacturing) as well as ending the “Good Neighbor

Plan” (which replaced several pending or disapproved State

Implementation Plans (“SIPs”)) for Regional Ozone Transport

for the 2015 Ozone National Ambient Air Quality Standard and

affects, among other things, the regulation of boilers and

reheat furnaces for the iron and steel industry) and instead

work with states on SIPs to improve air quality.  In November

2025, the U.S. EPA requested the D.C. Circuit vacate the 2024

PM standards, which would put the 2020 rule back in place

(which had retained prior standards without revision). In

January 2026, the U.S. EPA announced a proposal to approve

eight states’ SIPs pertaining to the 2015 eight-hour ozone

NAAQS. If finalized, those states would no longer need another

Good Neighbor Plan and could implement the remainder of

their SIPs. The U.S. EPA is also conducting an entirely new

review of the 2020 ozone NAAQS (which had been lowered to

70 parts per billion) after facing court challenges by several

states and non-governmental organizations.

Although a reduction in regulations impacting operations in the

U.S. may be possible at the federal level in the short-term, with

changing administrations and increased regulation by certain

states, there is no guarantee that the regulation of air

emissions in the United States will not increase over time.

The U.S. EPA has issued regulations on Per- and

Polyfluoroalkyl Substances (“PFAS”) under several

environmental statutes and continues to introduce additional

regulations. The Company is currently replacing one source of

PFAS onsite at Calvert, and does not knowingly introduce

PFAS in its manufacturing processes, but will continue to

review new regulations related to PFAS and their potential

impact to the Company.

RCRA governs the handling, recycling and disposal of solid

and hazardous wastes and hazardous secondary materials

and management of active hazardous waste facilities. Certain

of the Company’s facilities generate wastes and secondary

materials subject to regulation under RCRA. Some of these

materials, for example EAF dust, may be categorized as

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Management report

hazardous waste, requiring special handling for disposal or for

the recovery of metallics. Pursuant to Subtitle C and Subtitle D

of RCRA, the U.S. EPA and authorized state or local

environmental agencies may conduct inspections to identify

alleged violations or areas where there may have been

unauthorized disposal of waste or releases of solid or

hazardous constituents into the environment and require the

facilities to pay penalties and/or take corrective action to

address any such disposal or releases.

Under CERCLA, and other analogous federal statutes such as

OPA (which applies to releases of petroleum), current and

former site owners and operators, and other potentially

responsible parties (including generators, arrangers and

transporters of hazardous substances), may be liable for the

remediation of hazardous substances, regardless of fault or the

legality of the original disposal activity. Many states have

statutes and regulations similar to CERCLA and OPA that can

also impose liability for releases of hazardous substances. The

Company is not presently considered a major contributor to

any major cleanups under CERCLA.

The CWA and similar state and local laws apply to aspects of

the Company’s operations and impose permitting requirements

such as monitoring and reporting, as well as regulatory

restrictions and obligations related to the discharge of

wastewater, storm water, and dredged or fill material into

jurisdictional waters. These regulations can result in

remediation obligations, including wetland remediation.

The adoption of more stringent regulatory requirements or

changes to current standards, laws or regulations could have

significant financial implications on operations. The Company

continues to carefully monitor all developments in this area and

to proactively engage with regulators as appropriate to define

its regulatory obligations.

ArcelorMittal closely monitors local, national, and international

negotiations, and regulatory and legislative developments, and

endeavors to reduce its emissions where appropriate.

Foreign trade

ArcelorMittal operates manufacturing facilities in many

countries and sells its products worldwide. In 2025, several

countries and regions, among others the U.S., Canada, the

EU, Mexico, and Turkey, either continued or initiated

investigations into whether to impose or maintain trade

remedies (usually in the form of anti-dumping or safeguard

measures) in response to injury, or the threat thereof, caused

by increasing steel imports originating from various steel

producing countries.

Global

Under both international agreements and the domestic trade

laws of most countries, trade remedies are available to protect

domestic industries from injury, or the threat of injury, caused

by imports that are either dumped or subsidized. While the

specific procedures and standards for imposing such measures

vary among jurisdictions, most are based on common

principles established under the World Trade Organization

(“WTO”) agreements. In the last year, however, certain

jurisdictions - most notably the European Union - have begun

to develop additional trade measures compatible with the WTO

yet outside the traditional instruments, aimed at addressing

persistent global overcapacity and unfair trade market

distortions that could not be adequately covered by

conventional measures.

Dumping occurs when a product is exported at a price lower

than the comparable price of the like product in the ordinary

course of trade in the exporter's domestic market, or where

such a comparison is not possible, at a price below a

constructed normal value, which generally reflects the full cost

of production (including selling, general and administrative

expenses) plus a reasonable margin for profit. Subsidization

arises where a government or public body provides a financial

contribution, income or price support that confers a benefit on

the recipient; examples include direct grants, loans on below-

market terms, or tax incentives.

Where investigations establish the existence of injurious

dumping or subsidization, the remedies typically available

include:

• Anti-dumping duties, imposed to offset the margin of

dumping found to cause material injury;

• Countervailing duties or, in some cases, suspension

agreements, imposed to neutralize the amount of subsidy

causing injury; and

• Safeguard measures, applied on a global basis to a

particular product, regardless of its country of origin, where

increased imports cause or threaten serious injury to a

domestic industry.

Under WTO rules, all Members are required to review anti-

dumping and countervailing duty measures at least every five

years. Safeguard measures applied for a duration exceeding

three years must undergo a mid-term review, and the total

period of application of a safeguard measure shall not exceed

eight years.

In a number of markets in which ArcelorMittal has

manufacturing operations, the Company may benefit from

trade actions implemented to address market distortions

consistent with WTO regulations, such as the examples

mentioned above. In other situations, certain of ArcelorMittal's

operations may be named as respondents in anti-dumping and

countervailing duty investigations, and the Company's exported

products may be subject to anti-dumping or countervailing

duties, or other trade restrictions.

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Management report

United States

Tariffs: For the financial years ended December 31, 2023 and

2024, a tariff of 25% applied under Section 232 of the Trade

Expansion Act (“Section 232”) to steel products imported from

all countries to United States with the exception of:

• Exemptions for imports from Australia, Canada and

Ukraine, Mexican steel products melted and poured in

North America;

• Annual quotas for imports from Argentina, Brazil and

South Korea;

• A tariff rate quota for steel imports from the EU with the

annual import volume set at 3.3 million tonnes and

allocated by product category and on an EU member state

basis and a tariff of 25% for imports above such volume;

and 

• Tariff rate quotas for imports from the UK and Japan.

With regard to China, in addition to the above 25% steel tariffs

under Section 232, in September 2024, in response to an

investigation of China’s unfair trade practices, the U.S.

increased tariffs on imports of Chinese steel from 7.5% to 25%,

under Section 301 of the Trade Expansion Act (“Section 301”).

This tariff under Section 301 is in addition to applicable tariffs

under Section 232 and existing anti-dumping and

countervailing duties described below.

Effective March 12, 2025, the U.S. reinstated the 25% tariffs on

all steel and aluminum imports under Section 232, revoking

previously negotiated country-specific exemptions and quota

arrangements. Subsequently, on June 4, 2025, the U.S.

administration doubled these duties to 50% for all countries

except the UK which remains subject to a 25% tariff on steel

and aluminum products. Later actions were taken, and are

ongoing, to expand Section 232 coverage to include a wide

range of steel and aluminum derivative products, such as

household appliances and fabricated components, where the

steel/aluminum content is subject to the tariff.

Anti-dumping: In 2022, the U.S. completed reviews of anti-

dumping and countervailing duty measures in place on

corrosion-resistant, cold-rolled, and hot-rolled steel, and cut-to-

length steel plate, continuing most duties for another five years.

In January 2023, the U.S. initiated an anti-dumping

investigation regarding tin mill products from eight countries,

including Canada. ArcelorMittal Dofasco was named as a

respondent in the case. In February 2024, a final decision

confirmed that no measures will be imposed on any of the

targeted eight countries.

In September 2024, companies in the U.S. industry filed an

anti-dumping duty petition on imports of corrosion-resistant

steel products (“CORE”) from ten countries and a

countervailing duty petition against CORE from four countries.

Canada and Mexico were included in both petitions. In the third

quarter of 2025, the U.S. Department of Commerce and the

U.S. International Trade Commission issued final affirmative

determinations against all named countries, resulting in the

imposition of anti-dumping and countervailing duties. These

duties will remain in effect for at least five years, pending the

first sunset review.

European Union

Tariffs: In February 2019, the EU Commission imposed

definitive safeguard measures on imports of 26 steel product

categories. These measures took the form of TRQs designed

to prevent serious injury to the EU steel industry from a surge

in imports, emphasized even further by the U.S Section 232

tariffs. The TRQs were allocated both on a country-specific

basis, reflecting each exporting country's average import

volumes into the EU during the three years prior to 2018, while

a residual global quota was made available to other exporting

countries without individual allocations.

Imports exceeding the applicable TRQ levels are subject to a

25% duty, with certain developing countries exempted if their

import share for a given product remains below 3%. The

measures also provided for annual increases (liberalization) to

be compatible with WTO law. Because of the quota design,

some exporters have tended to front-load their exports to fully

utilize national quotas early in the period and then access the

residual quotas in later quarters, ensuring maximum use of the

available volumes.

Effective April 1, 2022, all Russian and Belarusian quota

volumes were redistributed across other country-specific

quotas and the residual quota based on 2021 imports. The

redistribution followed the EU's introduction of import bans on a

broad range of Russian and Belarusian steel products. The

bans and quotas also cover semi-finished steel ("slabs") which

are, however, subject to a gradually phased quota regime until

September 30, 2028. Imports of pig iron and direct reduced

iron from Russia were banned from January 1, 2026 following

a quota reduction period.

Since their implementation in 2019, the European Commission

has carried out four reviews of the safeguard measures, in

2021, 2022, 2023, in the first half of 2024 and more recently in

April 2025 with the safeguard measures currently extended

until June 30, 2026.

In March 2025, the European Commission unveiled its

European Steel and Metals Action Plan, outlining the short-

and medium-term work program aimed at enhancing the

competitiveness of the European steel and metal industries.

The plan announced the European Commission's intention to

introduce a highly effective trade measure to fight against

global overcapacities.

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Management report

Following the launch of the plan, effective from April 2025, the

European Commission tightened the steel safeguard measure

to shield the EU steel industry from surging imports.

Furthermore, on October 7, 2025, the European Commission

proposed a new regulation addressing the negative effects of

global overcapacity in the EU steel sector ("new trade

measure") and aimed at reinforcing protection against

overcapacity and unfair trade practices. The proposal includes

a significant reduction of the overall tariff-free import quota to

18.3 million tonnes, approximately 47% lower than 2024 levels

in line with 2013 import market shares, and a doubling of tariffs

on import exceeding these quotas to 50%. The proposal also

introduced a "melt and pour" origin requirement to ensure that

only steel genuinely produced within qualifying countries

benefits from the quotas, thereby limiting circumvention

through minimal third-country processing.

The measure would apply to all countries except for Norway,

Iceland and Liechtenstein, and the Company expects it to enter

into force between April and July 2026, depending on the pace

of the EU legislative process. While the proposal is consistent

with WTO obligations, it goes beyond the standard trade

instruments such as anti-dumping, countervailing and

safeguard measures, reflecting the EU's broader strategy to

align trade policy with industrial and decarbonization objectives

while fighting the rising global overcapacity.

In addition to duties related to trade measures, the CBAM

commenced from January 1, 2026 after a transitional period of

two years. From this point onward, financial obligations apply,

meaning importers must purchase and surrender CBAM

certificates corresponding to the verified embedded emissions

of imported goods. The number of certificates required is

calculated based on product-specific emission values, using

either actual emissions data provided by producers or default

values set by the European Union when reliable data is

unavailable, often differentiated by country of origin. Certificate

prices are aligned with the weekly average price of allowances

under the EU Emissions Trading System. The first surrender of

CBAM certificates and related payments take place in 2027,

covering emissions embedded in imports during the 2026

calendar year. In December 2025, the European Commission

also proposed expanding the scope to include steel-intensive

downstream products, signaling a gradual broadening of the

mechanism.

Anti-dumping: In 2025, the EU Commission adopted new anti-

dumping measures on imports of hot-rolled flat ("HRF")

products from Japan, Vietnam, and Egypt imposing duties

ranging from 7% to 32%, on tinplate from China and

provisional anti-dumping measures for high pressure seamless

steel cylinders from China. Anti-dumping measures on organic

coated steel imported from China were confirmed. Additionally,

on September 18, 2025, the Commission officially initiated a

new investigation into imports of cold-rolled flat ("CRF") steel

products from India, Japan, Taiwan, Turkey and Vietnam. A

number of AD measures in force are currently being reviewed,

such as steel road wheels imported from China, and different

stainless steel cold and hot rolled products from India,

Indonesia, China and Taiwan. The EU Commission is also now

aiming at expanding the level of protection to the whole value

chain, with new investigations being launched to finished or

semi-finished steel products, for instance a case initiated in

December 2025 on welding wire imported from China.

Canada

In Canada, as a result of the opening of a safeguard

investigation on certain flat and long products, provisional

measures were put in place on October 25, 2018 in the form of

quotas and a 25% tariff on steel imports. Final safeguard

measures were subsequently implemented in relation to plate

and stainless wire, but not on rebar, hot rolled, pre-paint, wire

rod and energy tubular.

For flat-rolled products, twelve cold-rolled and corrosion-

resistant anti-dumping and countervailing duty measures were

extended for hot-rolled from China, Brazil, Ukraine and India

under a five-year review (HRSS), while Ukraine was removed

from the measures. In September 2024, six cold-rolled anti-

dumping and subsidy measures (CSR) were continued for

another five years, and in November 2024, Canada continued

four corrosion-resistant anti-dumping measures (COR) for

another five years. In December 2024, the Canadian

Government self-initiated a new corrosion-resistant and anti-

dumping measure (COR3) against Turkey (Borcelik), with a

final no-dumping decision in July 2025. In September 2025,

Canada initiated a sunset review on the COR2 corrosion-

resistant anti-dumping case against two countries, with a

decision due in July 2026.

For long-products, nineteen rebar anti-dumping and

countervailing duty measures were implemented between 2015

to 2021 (RB1-RB4), with ten measures continued in two

separate five-year reviews in 2020 (RB1) and 2022 (RB2). In

May 2024, a new rebar anti-dumping case (RB5) was initiated

against three countries, and implemented in January 2025. A

new wire rod anti-dumping case against three countries (WR)

was initiated in March 2024 and implemented in October 2024.

A new wire anti-dumping case against ten countries was

initiated in April 2025, and implemented in January 2026.

In trade policy, to align with the U.S. Section 301 duties on

Chinese unfair trade practices, the Canadian government

implemented a Section 53 surtax of 100% on Chinese electric

vehicles, effective October 1, 2024, and 25% Section 53 surtax

on Chinese steel ad aluminum, effective October 22, 2024. In

February 2024, the Canadian government announced

implementation of a "Country of Melted and Poured" steel

import monitoring system, with mandatory reporting effective

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Management report

November 2024. In July 2025, the Canadian government then

implemented a Section 53 surtax 25% on all steel and

aluminum imports melted and poured in China. These surtaxes

are in addition to any duties or tariffs applicable to Chinese

steel and aluminum.

The Canadian government implemented a steel Tariff-Rate

Quota (TRQ) system in June 2025, and revised it in August

2025 and December 2025. It currently applies to 23 product

categories, with an annual quota of 75% of 2024 volumes for

free trade agreement (FTA) countries (not including US or

Mexico), and 20% quota for non-FTA countries. The above

quota surtax is 50%.

In response to the US 232 steel tariffs vs Canada, Canada

applied 25% retaliatory steel surtaxes against the US in March

2025, followed in April by a remission for steel used in

manufacturing or processing, which has been extended from

October 16, 2025 to December 16, 2025 and then to January

31, 2026, when it expired, and was replaced by a new

remission covering US steel for use in auto, auto parts and

aerospace.

Effective December 26, 2025, the Canadian government

implemented a 25% surtax on imports of steel derivatives from

all countries, with the surtax applied to the full value of product.

With respect to government procurement, the Canadian

Federal Government announced a "Buy Canada" steel policy in

December 2025, covering federal procurement, federal

infrastructure funding programs, grants and contribution

agreements.

In November 2025, the Canadian government announced a 1

year rail support program that, beginning spring 2026, will

reduce rail freight costs by up to 50% for steel and lumber

companies that ship their products across Provinces. The

intent of this program is to reduce transportation costs and

boost competitiveness for sectors like steel, to better compete

with offshore imports, particularly into Western Canada, where

domestic rail costs are significant.

Key currency regulations and exchange controls

As a holding company, ArcelorMittal is dependent on the

industrial franchise fees from, earnings and cash flows of, and

dividends and distributions from, its operating subsidiaries to

pay expenses, meet its debt service obligations, pay any cash

dividends or distributions on its ordinary shares or conduct

share buy-backs. Significant cash or cash equivalent balances

may be held from time to time at subsidiaries where

repatriation of funds may be affected by tax and foreign

exchange policies, including in Argentina, Brazil, China, South

Africa, India and Ukraine. Such policies are briefly summarized

below; however, none of these are currently significant in the

context of ArcelorMittal’s overall liquidity.

Argentina

The Argentinian foreign exchange market is regulated by the

Argentine Central Bank ("BCRA"), which has introduced

measures affecting the foreign exchange market since 2018 in

an effort to improve macroeconomic conditions and bring

stability to the country. In December 2023, the government

devalued the Argentine peso ("ARS") against the U.S. dollar to

establish an official exchange rate of around 800 pesos per

U.S. dollar and after that, since April 2025, Argentina started to

operate under a currency tolerance band regime from

USDARS 1,000 to USDARS 1,400, requiring the BCRA to

intervene as the regime includes a 1% monthly increase on

both sides of the band. Starting in 2025, certain payments were

allowed under the additional condition that they are linked to

annual results and audited financial statements. This change

aimed to balance the need to preserve international reserves

with the goal of attracting foreign investment.

Brazil

The Central Bank of Brazil ("BCB") operates, consistent with

the inflation targeting rate, a free floating foreign exchange

regime that aims to reduce excessive volatility, although

intervention has become more regular in recent years. The

BCB regulates all currency inflows and outflows in Brazil, and

the country's foreign exchange regime does not permit free

convertibility of the currency. Nevertheless, the BCB does not

directly determine the exchange rate. The Brazilian Real is fully

deliverable onshore (i.e., physical settlement of the designated

currency at maturity), but is non-deliverable offshore. As a

result, foreign currency transactions must be executed with an

institution authorized by the BCB to carry out such

transactions, which is responsible for ensuring compliance with

the local foreign exchange regulation. With proper

documentation, the repatriation of registered invested capital

and remittance of profits do not require prior approval from the

BCB. Profits can be freely remitted as dividends or as interest

on capital to foreign shareholders or portfolio investors. From

January 1, 2026, dividends paid or credited to non-resident

investors are subject to a 10% withholding income tax, in

accordance with legislative amendments enacted in November

2025.

China

China’s foreign exchange regime has undergone significant

liberalization in recent years. The People’s Bank of China

("PBOC") maintains the Chinese renminbi in a managed float

with reference to a basket of currencies. The CNY, which refers

to the Chinese renminbi on the onshore market, is partially

convertible and has a non-deliverable offshore market. CNY

foreign currency spot transactions under $50,000 per year do

not require supporting documents. All onshore transactions

involving foreign exchange are strictly controlled by the State

Administration of Foreign Exchange. The foreign currency

exchange fixing rate is announced every morning at 9:15

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Management report

Beijing time, and the interbank market is only allowed to trade

within 2% of the fixing rate for onshore CNY versus U.S. dollar.

Since 2021, repatriating capital or profits out of China includes

increased layers of inspection and security from the

government. The PBOC has decided to increase the amount of

foreign-currency deposits that financial institutions need to hold

as reserves, as from June 2021, in order to curb sell-offs of

foreign currencies after the renminbi's value climbed to a

record high. The CNH, which is the Chinese renminbi traded

offshore, became deliverable in Hong Kong in July 2010. The

CNH can generally be transferred freely between offshore

accounts and interaction with the onshore market is growing,

although transfers of CNH from Hong Kong to onshore China

are subject to regulations and approval by the PBOC.

India

The Reserve Bank of India ("RBI") maintains the Indian rupee

(“INR”) in a managed floating regime. The INR is partially

convertible and has a non-deliverable offshore market.

Onshore deliverable forwards are also available out to 10

years. The most common and liquid tenor in the forwards

market is one year or less. The RBI monitors the value of the

INR against the REER (Real Effective Exchange Rate). The

INR exchange rate is determined in the interbank foreign

exchange market. The INR is convertible for exports and

imports of goods and services as well as unilateral transfers,

including repatriating profits from foreign-funded companies, as

well as for daily recurring transactions in the ordinary course of

business. However, the INR is restricted on capital accounts

(purchase and sale transactions of foreign assets and

liabilities) and there are specific transactions that have to be

authorized by the RBI or other relevant government

departments for routine capital account transactions, e.g.

foreign currency borrowings under the approval route or foreign

direct investments that are not permitted under the automatic

route. A daily benchmark fixing is published by the Financial

Benchmark of India Limited for INR against U.S. dollar, EUR,

JPY and GBP. Other capital account transactions - such as

foreign direct investment, external commercial borrowings,

issuances of foreign-currency bonds, and overseas securities

or equity investments - are permitted in India, but only in

accordance with the specific limits, conditions, and approval

from local applicable regulation. India’s UFCE (Unhedged

Foreign Currency Exposure) regulations require banks to

measure and penalize borrowers’ unhedged foreign-currency

positions through higher provisioning and capital charges,

pushing corporates to reduce foreign exchange risk. As a

result, companies face incentives to adopt documented

financial or natural hedges to avoid increased borrowing costs

and meet banks’ stricter UFCE-monitoring requirements.

South Africa

The South African Reserve Bank ("SARB") operates a

managed floating exchange rate system. The South African

rand (“ZAR”) is deliverable and largely convertible, and the

SARB is gradually relaxing exchange rate controls. The

currency is deliverable and traded out to 10 years, although

liquidity is highest in tenors of two years or less. Since January

1, 2014, companies may apply for approval to establish a

holding company to hold their offshore investments. Subject to

certain conditions, listed companies may place ZAR 5 billion

per year with such holding companies, which can be

transferred offshore without exchange control approval, and

unlisted companies may transfer ZAR 3 billion per year. All

funds transferred into or out of South Africa must be declared

to the SARB. Active currency hedging with maturity of more

than 12 months requires documentary evidence of firm and

ascertainable commitment. In most cases, there are no

restrictions on capital inflows. However, all incoming loans are

subject to the SARB’s approval and institutions’ overseas

investments are restricted to 45% of retail assets for retirement

funds and long-term insurers.

Ukraine

The National Bank of Ukraine ("NBU") is responsible for the

country’s monetary policy. Due to the ongoing war with Russia

since February 2022, on shore liquidity on Ukrainian Hryvnya

has been significantly reduced, leading to the NBU

implementing strong regulation to control foreign exchange

transactions. From 2024, NBU has introduced important

updates to its foreign exchange regulations. NBU is easing

foreign exchange restrictions to support small businesses and

Ukrainians abroad, with no significant effect on the exchange

rate or international reserves. Among those, businesses will be

able to repatriate dividends accrued since January 2023

without an end date, still subject to an overall per-month limit

equivalent to EUR 1 million and resident customers will be

allowed to buy foreign exchange from banks by making forward

transactions. In September 2025, NBU authorized postal

operators and international carriers to make cross-border

transfers to pay U.S. customs duties where the final recipients

are the U.S. customs or tax authorities. These measures aim to

maintain economic stability, support business operations, and

effectively manage foreign currency reserves.

Disclosure pursuant to Section 219 of the Iran Threat

Reduction & Syria Human Rights Act (ITRA) regarding

ArcelorMittal’s business with customers in Iran

Section 219 of the Iran Threat Reduction and Syria Human

Rights Act of 2012 added Section 13(r) to the U.S. Securities

Exchange Act of 1934, as amended (the Exchange Act).

Section 13(r) requires an issuer to disclose in its annual reports

whether it or any of its affiliates knowingly engaged in certain

activities, transactions or dealings relating to Iran or with

certain designated natural persons or entities involved in

terrorism or the proliferation of weapons of mass destruction.

Disclosure is required even where the activities, transactions or

dealings are conducted outside the United States by non-

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Management report

US persons in compliance with applicable law, and whether or

not the activities are sanctionable under U.S. law.

In 2025, neither ArcelorMittal nor any of its affiliates engaged in

activities, transactions or dealings with Iran or such designated

natural persons or entities requiring disclosure under Section

13(r).

ArcelorMittal continues to monitor developments in this area, in

particular the status of U.S. sanctions and EU sanctions, and

the expansion of the EU Blocking Regulation (Council

Regulation (EC) 2271/96), including sanctions with respect to

other countries such as China, Russia and Venezuela.

ArcelorMittal carefully monitors political risk and sanctions

exposure and has procedures and systems in place intended

to manage those risks.

However, ArcelorMittal’s business is subject to an extensive,

complex and evolving regulatory framework. It is possible that

ArcelorMittal may face conflicting obligations or risks under

U.S. direct and secondary sanctions and the EU Blocking

Regulation, or other conflicting instruments. Despite its

governance, compliance policies and procedures and

continuous efforts to comply with all applicable sanctions

regimes, its systems and procedures may not always prevent

the occurrence of violations which may lead to regulatory

penalties or cause reputational harm to operating subsidiaries,

joint ventures or associates. See “Introduction—Risk Factors

and Control.”

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Management report

Organizational structure

ArcelorMittal is a holding company with no business operations of its own. All of

ArcelorMittal’s significant operating subsidiaries are indirectly owned by ArcelorMittal

through intermediate holding companies. The following chart represents the

operational structure of the Company, including ArcelorMittal’s significant operating

subsidiaries or business divisions and not its legal or ownership structure.

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Management report

Please refer to the "Glossary—definitions, terminology and

principal subsidiaries" for a listing of the Company’s principal

subsidiaries, including country of incorporation. Please refer to

note 2.2.1 of the consolidated financial statements for the

ownership percentages of these subsidiaries. Unless otherwise

stated, the subsidiaries as listed have share capital consisting

solely of ordinary shares, which are held directly or indirectly by

the Company, and the voting rights held by the Company are

proportional to its ownership interests.

Investments in joint ventures

ArcelorMittal has investments in joint ventures accounted for

under the equity method as detailed in note 2.4 to

ArcelorMittal’s consolidated financial statements. See section

“Properties and Capital Expenditures—Property, plant and

equipment—Investments in joint ventures” for further details.

Reportable segments

ArcelorMittal reports its business in the following six reportable

segments corresponding to continuing activities: North

America, Brazil, Europe, India and joint ventures ("JVs"),

Sustainable Solutions and Mining. The Company's operations

in South Africa and Ukraine are included in Others.

North America produces flat, long and tubular products. Flat

products include slabs, hot rolled coil, cold rolled coil, coated

steel products and plate and are sold primarily to customers in

the following sectors: automotive, energy, construction,

packaging and appliances and via distributors and processors.

Flat product facilities are located at three integrated and mini-

mill sites located in three countries. Long products include wire

rod, sections, rebar, billets, blooms and wire drawing. Long

production facilities are located at two integrated and mini-mill

sites located in two countries. In 2025, shipments from North

America totaled 10.3 million tonnes (10.1 million tonnes in

2024). The raw material supply of the North America

operations includes sourcing from iron ore captive mines in

Mexico to supply the steel facilities.

Brazil produces flat, long and tubular products. Flat products

include slabs, hot rolled coil, cold rolled coil and coated steel.

Flat product facilities are located at two integrated sites in one

country. Long products comprise sections, wire rod, bar and

rebars, billets and wire drawing. These products are sold

primarily to customers in the construction, power generation

and agribusiness sectors, as well as in the automotive and

household appliances industries. Long production facilities are

located at six integrated and mini-mill sites located in two

countries. In 2025, shipments from Brazil totaled 13.9 million

tonnes (14.1 million tonnes in 2024). The raw material supply

of the Brazil operations includes sourcing from captive iron ore

mines in Brazil.

Europe produces flat and long products. Flat products include

hot rolled coil, cold rolled coil, coated products, tinplate, plate

and slab. These products are sold primarily to customers in the

automotive, general industry and packaging sectors. Flat

product facilities are located at eight integrated and mini-mill

sites located in five countries. Long products include sections,

wire rod, rebar, billets, blooms and wire drawing. Long product

facilities are located at eight integrated and mini-mill sites in

five countries. In 2025, shipments from Europe totaled 28.4

million tonnes (28.7 million tonnes in 2024). The raw material

supply of Europe operations included sourcing from iron ore

captive mines in Bosnia & Herzegovina until their sale in

October 2025.

India and JVs includes all of the Company's interests in joint

ventures, associates and other investments. The Company

believes India is a high growth vector, with its JV assets well-

positioned to grow with the domestic market.

Sustainable Solutions is composed of a number of niche

capital-light businesses that play an important role in

supporting climate action (including renewables, special

projects and construction business) and which ArcelorMittal

believes have high growth potential. It is also an in-house

trading and distribution arm of ArcelorMittal which primarily

provides distribution of long and flat products as well as value-

added and customized steel solutions through further steel

processing to meet specific customer requirements. It is a

growth vector of the Company and represents more than 300

commercial and production sites across more than 60

countries.

Mining comprises the Company's seaborne iron ore mining

operations in Canada and Liberia. It provides the Company's

steel operations with high quality and low-cost iron ore

reserves and also sells mineral products to third parties. In

2025, iron ore production in the Mining segment totaled

approximately 35.3 million tonnes (27.9 million tonnes in 2024). 

ArcelorMittal’s captive mines, whose production is mainly

consumed by their respective steel segments, form part of

such segments and are therefore not included in the Mining

segment.

PROPERTIES AND CAPITAL EXPENDITURES

Property, plant and equipment

ArcelorMittal has steel production facilities, as well as iron ore

mining operations, in North and South America, Europe, Asia

and Africa.

All of ArcelorMittal's operating subsidiaries are substantially

owned by ArcelorMittal through intermediate holding

companies, and are grouped into the five reportable segments

and Others as described above (excluding India and JVs).

Unless otherwise stated, ArcelorMittal owns all of the assets

described in this section. Regarding ArcelorMittal's iron ore

captive and seaborne mines, see "—Mineral reserves and

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Management report

resources" below, where information is provided in accordance

with SEC Regulation S-K, Subpart 1300 (“S-K 1300”).

For further information on environmental issues that may affect

ArcelorMittal’s utilization of its assets, see “Business overview

—Government regulations” and notes 1.2 and 9.1 to

ArcelorMittal’s consolidated financial statements.

Steel production facilities of ArcelorMittal

The following table provides an overview by type of steel

facility of the principal production units of ArcelorMittal’s

operations. The facilities included in the tables are listed from

upstream to downstream in the steel-making process.

Facility	Number of Facilities		Capacity (in million tonnes per year)1		Production in 2025 (in million tonnes)2
Coke Oven Battery	32		19.0		15.7
Sinter Plant	16		61.8		40.5
Blast Furnace	30		57.9		39.8
Basic Oxygen Furnace (including Tandem Furnace)	38		63.8		44.8
DRI/HBI Plant	10		9.7		6.0
Electric Arc Furnace	27		24.0		14.6
Continuous Caster— Slabs	27		58.9		39.2
Hot Rolling Mill	14		54.5		34.2
Pickling Line	20		22.9		10.2
Tandem Mill	24		28.6		17.6
Annealing Line (continuous / batch)	24		10.7		5.0
Skin Pass Mill	15		9.0		3.6
Plate Mill	5		1.7		0.7
Continuous Caster— Bloom / Billet	27		26.4		15.9
Breakdown Mill (Blooming / Slabbing Mill)	1		6.0		0.4
Billet Rolling Mill	2		1.1		0.6
Section Mill	18		10.8		5.1
Bar Mill	16		7.1		4.7
Wire Rod Mill	14		9.5		5.4
Hot Dip Galvanizing Line	42		17.4		13.5
Electro Galvanizing Line	6		1.5		0.7
Tinplate Mill	9		2.1		1.0
Color Coating Line	15		2.5		1.5
Seamless Pipes	2		0.2		0.1
Welded Pipes	80		2.7		0.8

1. Reflects design capacity and does not take into account other constraints in

the production process (such as, upstream and downstream bottlenecks and

product mix changes). As a result, in some cases, design capacity may be

different from the current achievable capacity.

2. Production facility details include the production numbers for each step in the

steel-making process. Output from one step in the process is used as input

in the next step in the process. Therefore, the sum of the production

numbers does not equal the quantity of sellable finished steel products.

Crude steel production by process in 2025 (in million tonnes)
Segment	BOF	EAF	Total	Achievable Capacity
North America	2.6	5.2	7.8	12.5
Brazil	10.9	3.4	14.3	16.4
Europe	23.7	5.5	29.2	39.5
Sustainable Solutions and Others	4.0	0.3	4.3	6.2
Total	41.2	14.4	55.6	74.6

Facilities
Segment	Blast furnaces	EAF
North America	3	9
Brazil	7	7
Europe	14	8
Sustainable Solutions	—	3
Others	6	—
Total	30	27

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Management report

North America						Crude Steel
Unit		Country		Locations		Production in 2025 (in million tonnes per year)1	Type of plant	Products
ArcelorMittal Dofasco		Canada		Hamilton		3.0	Integrated, Mini-mill	Flat
ArcelorMittal Texas HBI		USA		Corpus Christi (TX)		n/a	Iron-Making	Hot briquetted iron
ArcelorMittal Mexico		Mexico		Lázaro Cárdenas, Celaya		2.9	Mini-mill, Integrated, and Downstream	Flat, Long/ Bar, Wire Rod
ArcelorMittal Long Products Canada		Canada		Contrecoeur East, West		1.8	Mini-mill	Long/ Wire Rod, Bars, Slabs
ArcelorMittal Tubular Products		Canada,USA, Mexico		Brampton, London, Woodstock, Hamilton, Shelby², Marion,Monterrey		n/a	Downstream	Pipes and Tubes
ArcelorMittal Calvert		USA		Calvert, AL		0.1	Mini-mill and Downstream	Flat
ArcelorMittal Tailored Blanks Americas		Canada, USA, Mexico		Woodstock, Detroit (MI), Silao		n/a	Downstream	Laser Welded Blanks

1. n/a = not applicable (no crude steel production).

ArcelorMittal Dofasco

ArcelorMittal Dofasco (“Dofasco”) is Canada’s largest

manufacturer of flat rolled steels. Dofasco’s steel-making plant

uses both integrated and EAF-based steelmaking processes

and supplies the automotive, construction, packaging,

manufacturing, pipe and tube and steel distribution markets.

ArcelorMittal Texas HBI

ArcelorMittal Texas HBI is one of the largest of its kind in the

world and produces Hot Briquetted Iron ("HBI"), a high quality

feedstock made through the direct reduction of iron ore which

is used to produce high-quality steel grades in an EAF, but it

can also be used in blast furnaces, resulting in lower coke

consumption.

ArcelorMittal Mexico

ArcelorMittal Mexico operates an integrated route and EAF

route using DRI. Its flat products supply specialized steel

applications in the automotive, line pipe manufacturing,

shipbuilding and appliance industries. Its long products serve

the construction and drawing industry.

For details on ArcelorMittal Mexico mining assets production

and other related information, see "—Mineral reserves and

resources".

AMLPC

AMLPC is the largest mini-mill in Canada and has the flexibility

to use either DRI or scrap, depending on their respective

economics. AMLPC's products are primarily sold in Canada

and the U.S. and principally serves the automotive, appliance,

transportation, machinery and construction industries. It also

produces slabs that are used within ArcelorMittal.

ArcelorMittal Calvert

In June 2025, ArcelorMittal acquired control of ArcelorMittal

Calvert, its former joint venture with NSC (see note 2.2.4 to the

consolidated financial statements). ArcelorMittal Calvert has a

hot strip mill with 5.3 million tonnes capacity, pickling and cold

rolling facilities with 3.6 million tonnes capacity and finishing

facilities with a total capacity of 2.1 million tonnes. Slabs for

Calvert's operations are sourced from ArcelorMittal plants in

Brazil and Mexico and from former ArcelorMittal USA (the five-

year agreement for 1.5 million tonnes annually entered into

with Calvert on December 9, 2020 following the divestment to

Cleveland-Cliffs terminated on December 9, 2025). The

acquisition also includes a new seven-year domestic slab

supply agreement with NSC averaging 750,000 tonnes per

year. Calvert serves the automotive, construction, pipe and

tube, service center and appliance/ HVAC industries.

Calvert has completed the construction of an on-site

steelmaking facility with a 1.5 million tonnes capacity EAF,

designed to produce slabs for the existing operations and

replace part of the purchased slabs. The facility produced its

first heat in June 2025. See "—Capital expenditures".

On February 6, 2025, ArcelorMittal announced a project to

construct an advanced manufacturing facility for non-grain

oriented electrical steel (NOES) in Calvert, Alabama. See

"Introduction—Sustainable development highlights".

ArcelorMittal Tailored Blanks Americas ("AMTBA")

In April 2025, ArcelorMittal acquired control of AMTBA, a

former joint venture in which it increased its interest from 80%

to 90%. AMTBA manufactures light-weighting solutions for the

automotive industry.

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Management report

BRAZIL						Crude Steel
Unit		Country		Locations		Production in 2025 (in million tonnes per year) 1		Type of plant		Products
Sol		Brazil		Vitoria		n/a		Coke-Making		Coke
ArcelorMittal Tubarão		Brazil		Vitoria		6.8		Integrated		Flat
ArcelorMittal Vega		Brazil		São Francisco do Sul		n/a		Downstream		Flat
ArcelorMittal Brasil		Brazil		João Monlevade		1.1		Integrated		Long/ Wire Rod
ArcelorMittal Brasil		Brazil		Juiz de Fora, Piracicaba		1.9		Mini-mill		Long/ Bar, Wire Rod
ArcelorMittal Brasil		Brazil		Barra Mansa, Resende		0.9		Mini-mill		Long/Rebar, Wire rod, Bars, Sections, Wires
ArcelorMittal Pecém		Brazil		Pecém		3.0		Integrated		Flat
Acindar		Argentina		Villa Constitucion		0.6		Mini-mill		Long/ Wire Rod, Bar
ArcelorMittal Costa Rica		Costa Rica		Costa Rica		n/a		Downstream		Long/ Wire Rod
Industrias Unicon		Venezuela		Barquisimeto, Matanzas, La Victoria		n/a		Downstream		Pipes and Tubes

1. n/a = not applicable (no crude steel production).

ArcelorMittal Brasil

ArcelorMittal Brasil's flat products serve customers in the

automotive, appliances, construction and distribution

segments.

A project is under development to construct a new high value

added finishing line (cold rolling mill) and a continuous coating

line at Tubarão facility. The project is undergoing internal

approvals, and ArcelorMittal Brasil is currently moving forward

with detailed engineering (full feasibility study). In May 2025,

ArcelorMittal acquired full control of the Brazilian pipe producer

Tuper, a former joint venture in which it held a 40% interest, to

strengthen its tubular business in Latin America. In November

2025, ArcelorMittal acquired Tekno, a pioneer in the

implementation of coil coating in Brazil. The Pecém facility was

acquired by ArcelorMittal in 2023 and has access via

conveyors to the port of Pecém, a large-scale deepwater port

located 10 kilometers from the plant.

ArcelorMittal Brasil’s long products are used in the civil

construction, industrial manufacturing, agricultural and

distribution sectors. An extensive distribution network operates

across the country selling to retail customers. In addition, Belgo

Bekaert Arames Ltda manufactures wire products for

agricultural and industrial end-users, and Belgo-Mineira

Bekaert Artefatos de Arame Ltda. produces steel cords used in

the tire industry. ArcelorMittal Brasil also owns forests, and its

subsidiary ArcelorMittal Bioflorestas produces charcoal from

eucalyptus forestry operations that is used to fuel its furnaces

in Juiz de Fora and to exchange for pig iron with local

producers.

The investment in a new sections mill at Barra Mansa was

completed in the second half of 2025. See "—Capital

expenditures".

For details on Brazil mining assets, production and other

related information, see "—Mineral reserves and resources".

Acindar

Acindar is the largest long steel producer in Argentina. It

manufactures and distributes products to meet the needs of the

construction, industrial and agricultural sectors. It has an in-

house distribution network that serves end-users across

Argentina.

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Management report

EUROPE						Crude Steel
Unit		Country		Locations		Production in 2025 (in million tonnes per year) 1		Type of plant		Products
ArcelorMittal Bremen		Germany		Bremen, Bottrop		2.9		Integrated		Flat, Coke
ArcelorMittal Eisenhüttenstadt		Germany		Eisenhüttenstadt		1.8		Integrated		Flat
ArcelorMittal Belgium		Belgium		Ghent, Geel, Genk, Liège		5.4		Integrated and Downstream		Flat
ArcelorMittal France		France		Dunkirk, Mardyck, Montataire, Desvres, Florange, Mouzon, Basse- Indre		4.2		Integrated and Downstream		Flat
ArcelorMittal Méditerranée 2,3		France		Fos-sur-Mer, Saint-Chély		1.6		Integrated and Downstream		Flat
ArcelorMittal España4		Spain		Avilés, Gijón, Etxebarri, Lesaka, Sagunto		3.3		Integrated and Downstream		Flat, Long/ Rails, Wire Rod, Plates
ArcelorMittal Avellino & Canossa		Italy		Avellino		n/a		Downstream		Flat
ArcelorMittal Poland⁵		Poland		Kraków, Swietochlowice, Dabrowa Gornicza, Chorzow, Sosnowiec, Zdzieszowice		3.2		Integrated and Downstream		Flat, Coke, Long/ Sections, Wire Rod, Sheet Piles, Rails
ArcelorMittal Sestao		Spain		Bilbao		0.6		Mini-mill		Flat
ArcelorMittal Belval & Differdange		Luxembourg		Esch-Belval, Differdange, Rodange		1.8		Mini-mill		Long/ Sheet Piles, Rails, Sections & Special Sections
ArcelorMittal Olaberria-Bergara		Spain		Olaberría, Bergara		1.1		Mini-mill		Long/ Sections
ArcelorMittal Gandrange		France		Gandrange		n/a		Downstream		Long/ Wire Rod, Bars
ArcelorMittal Warszawa		Poland		Warsaw		0.5		Mini-mill		Long/ Bars
ArcelorMittal Hamburg		Germany		Hamburg		0.7		Mini-mill		Long/ Wire Rods
ArcelorMittal Duisburg		Germany		Ruhrort, Hochfeld		0.9		Mini-mill		Long/ Billets, Wire Rod
Sonasid		Morocco		Nador, Jorf Lasfar		0.8		Mini-mill		Long/ Wire Rod, Bars, Rebars in Coil
ArcelorMittal Zenica⁶		Bosnia and Herzegovina		Zenica		0.4		Mini mill/Integrated		Long/Wire Rod,Bars

1. n/a = Not applicable (no crude steel production).

2. Blast furnace #1 at Fos-sur-Mer was idled in September 2023 due to low market demand. It remained idle during 2024 and 2025. Blast Furnace #1 is expected to restart

in the second quarter of 2026. Following a fire outbreak at the Fos-sur-Mer site on October 8, 2025, the steel shop was temporarily shut down; production resumed in

December 2025.

3. Coke oven battery 2 has been hot idled and temporarily closed in 2025.

4. Following an incident in late September 2025, Blast Furnace B at the Gijón plant was taken offline and shutdown procedures were subsequently initiated.

5. Due to deteriorating market conditions, blast furnace no. 3 has been temporarily idled in Dąbrowa Górnicza since July 2025.

6. ArcelorMittal Zenica was divested in the fourth quarter of 2025. See "Introduction—Key Transactions and events in 2025".

ArcelorMittal Bremen

ArcelorMittal Bremen produces and sells a wide range of flat

products, which includes sales to the automotive and primary

transformation sectors.

ArcelorMittal Eisenhüttenstadt

ArcelorMittal Eisenhüttenstadt produces and sells a wide range

of flat steel products to automotive, distribution, metal 

processing, construction and appliances industry customers in

Germany, Central, and Eastern Europe.

ArcelorMittal Belgium

ArcelorMittal Belgium includes the ArcelorMittal Ghent

integrated site and the finishing facilities of ArcelorMittal Liège.

Its products are mainly used in the automotive industry and in

household appliances, tubes, containers, radiators and

construction.

ArcelorMittal has finalized the construction of two industrial

scale plants at its site in Ghent in connection with the Carbalyst

and Torero projects, which are leveraging breakthrough smart

carbon technologies to enable the use of circular carbon.

Technical ramp-up of the facility is in progress.

In April 2025, ArcelorMittal Belgium's offer was accepted to

acquire the Flémalle production facilities in Wallonia following

the bankruptcy of the Belgian branch of Liberty Galati.

ArcelorMittal France

Certain of ArcelorMittal France’s steel products are designed

for the automotive market while other products are designed

for the consumer goods and appliances market as well as

packaging market.

ArcelorMittal France is building a new production unit for

electrical steels at its Mardyck site, which is expected to

produce its first coils in 2026. S ee "—Capital expenditures".

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Management report

ArcelorMittal France has also decided to construct a 2 million

tonne EAF in Dunkirk, see "Introduction—Sustainable

development highlights—Recent developments".

ArcelorMittal Méditerranée

ArcelorMittal Méditerranée's steel plant in Fos-sur-Mer

produces coils to be made into wheels, pipes for energy

transport and coils for finishing facilities for exposed and non-

exposed parts of car bodies, as well as for the construction,

home appliance, packaging, pipe and tube, engine and office

material industries. The Saint-Chély d’Apcher plant produces

electrical steel mainly for electrical motors.

ArcelorMittal España

ArcelorMittal España's two main facilities of Avilés and Gijón

operate as a single integrated steel plant. The facilities are also

connected by rail to the region’s two main ports, Avilés and

Gijón. Raw materials are received at the port of Gijón, where

they are unloaded at a dedicated dry-bulk terminal, which is

linked to steel-making facilities by conveyor belt. A variety of

products are shipped through the Avilés port facilities to other

units of the Group and to ArcelorMittal España’s customers.

The Company is in the process of constructing a new 1 million

tonne EAF for long products at the Gijón site. See “Business

overview—Sustainable development—Climate change".

ArcelorMittal Poland

ArcelorMittal Poland is the largest steel producer in Poland

ArcelorMittal Poland’s Zdzieszowice coke plant with five coke

oven batteries produces and supplies coke to ArcelorMittal

subsidiaries and third parties.

ArcelorMittal Poland produces a wide range of flat and long

steel products mainly sold in the domestic market. ArcelorMittal

Poland’s principal customers are in the construction,

engineering, transport, mining and automotive industries. 

ArcelorMittal Belval & Differdange

ArcelorMittal is investing at its Belval site €67 million in the

construction of a new EAF which is scheduled to be

commissioned in the first half of 2026 and will offer improved

energy efficiency and increase steel production capacity in

Luxembourg by almost 15%, reaching 2.5 million tonnes of

steel per year.

ArcelorMittal Olaberria-Bergara

The Olaberría facility's products are sold to the local

construction market as well as to export markets, while the

Bergara facility’s products are sold primarily to the local

European construction market.

ArcelorMittal Hamburg

ArcelorMittal Hamburg operates Europe’s only DRI-EAF plant

and its products are mainly sold in the European market,

primarily to automotive and engineering customers.

Sustainable Solutions						Crude Steel
Unit		Main countries of presence		Main locations		Production in 2025 (in million tonnes per year) 1		Type of plant		Products
Industeel		France, Belgium		Charleroi, Le Creusot, Chateauneuf, Saint-Chamond, Dunkirk		0.3		Mini-mill and Downstream		Flat (complete range of high-quality steel grades)
Building Solutions		France, Germany, Spain, Italy, Slovakia, Poland, India,Brazil		Contrisson, Haironville, Trier, Reichshof, Zaragosa, Cervera, Abruzzo, Senica, Swietochlowice,Mangaon, Toboado,Araquari,Lorena		n/a		Downstream		Steel building solutions (including insulation, sandwich panels, profiles and turnkey pre-fabrication solutions)
Projects		UAE, Netherlands, USA, Brazil, China, Egypt		Hamriyah, Jebel Ali, Heijningen, Hoogeveen, Serra, Changzhou, Badr City		n/a		Downstream		Customized steel solutions for complex projects in civil infrastructure and energy
Service Centers and Distribution		France, Germany, Belgium, UK, Spain, Poland, Luxembourg		Neuwied, Geel, Krakow, Bytom, Differdange		n/a		Downstream		Tailor-made solutions of flat steel processed products. Sales entities serving small customers with wide range of steel products
Tubular Products		Romania, Czech Republic, Germany, France, Spain		Roman, Karvina, Altensteig- Walddorf, Hautmont, Chevillon, Vitry, Lexy, Rettel, Vincey, Legutiano, Zalain-Lesaka, Berrioplano		n/a		Downstream		Pipes and Tubes
Recycling		Germany, Netherlands, United Kingdom		Eppingen, Frankfurt, Sennfeld, Almelo, Beverwijk, Aberdeen		n/a		Downstream		Scrap collection and recycling
AM Green Energy		India		Andhra Pradesh		n/a		Renewable energy		Solar and wind power
Wire Solutions 2		France, Luxembourg, Poland, United Kingdom		Bissen, Bourg en Bresse, Revigny, Marnaval, Perigueux, Sycow		n/a		Downstream		Wire products

1. n/a = not applicable (no crude steel production).

2. Wire Solutions, previously reported under Europe segment, was transferred to the Sustainable Solutions in the second half of 2025.

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Management report

Renewables

AM Green Energy's renewable energy project was

commissioned in the second quarter of 2025. See “Business

overview—Sustainable development—Climate change" and

"—Capital expenditures".

Recycling

Recycling plays an increasingly important role in

decarbonization. ArcelorMittal is investing and developing its

scrap recycling and collection capabilities (with combined

collection capacity of approximately 1 million tonnes).

Mining

ArcelorMittal’s Mining segment has iron ore production facilities in Canada and Liberia. For information regarding ArcelorMittal's Mining

segment see "—Mineral reserves and resources". 

Others						Crude Steel
Unit		Country		Locations		Production in 2025 (in million tonnes per year)		Type of plant		Products
AMKR 1		Ukraine		Kryvyi Rih		1.7		Integrated		Long
ArcelorMittal South Africa2		South Africa		Vanderbijlpark, Newcastle		2.3		Integrated Mini-mill Downstream		Flat, Long, Pipes and Tubes

1. AMKR is currently operating its open pit mining and steel facilities at 73% and 35% , respectively.

2. Coke oven batteries 8 and 9  were closed in September 2025 upon reaching end of life, and Kiln 3 and 4 lines were closed in 2025 in Vanderbijlpark. Operations at the

Newcastle facility were definitively stopped in the fourth quarter of 2025.

ArcelorMittal South Africa

ArcelorMittal South Africa ("AMSA") is one of the largest steel

producers in Africa and is listed on the JSE Limited in South

Africa. In 2025, 80% of its products were sold in the South

African domestic market, while Africa is its largest export

market. It also sells into Europe and sells minor tonnage into 

the Americas and Asia. On September 1, 2025, AMSA

announced the commencement of the Long Steel Business

wind down and placed accordingly the Newcastle blast furnace

into temporary care and maintenance. The wind down was

completed by the end of January 2026. See “Introduction—Key

transactions and events in 2025".

ArcelorMittal Kryvyi Rih

AMKR’s long product range are sold to a range of industries,

such as the hardware, construction, re-rolling and fabrication

industries. The markets for its products include Ukraine,

Europe, North Africa, Middle East, North America and China. In

addition, AMKR includes an export sales network which

supplies a complete range of steel products not only from

Kryvyi Rih but also from other plants of the Group to customers

outside of their respective home markets.

For details on AMSA and AMKR mining assets, see "—Mineral

reserves and resources".

Investments in joint ventures
Unit		Country		Locations		Capacity in 2025  (in million tonnes per year)		Type of plant		Products
AMNS India		India		Hazira, Gujarat		8.8 1		Integrated		Flat
VAMA		China		Loudi, Hunan		2.0 2		Steel processing		Automotive steel finishing

1. Crude steel capacity.

2. Cold rolled coils, aluminized coils, hot dip galvanized coils production capacity.

AMNS India

AMNS India is an integrated flat carbon steel manufacturer -

from iron ore to ready-to-market products with achievable

crude steel capacity of 8.8 million tonnes per annum. Its

manufacturing facilities comprise iron making, steelmaking and

downstream facilities spread across India.

In 2019, ArcelorMittal and Nippon Steel Corporation ("NSC"),

Japan’s largest steel producer and the third largest steel

producer in the world, created a joint venture to own and

operate AMNS India with ArcelorMittal holding a 60% interest

and NSC holding 40%. Through the agreement, both

ArcelorMittal and NSC are guaranteed equal board

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Management report

representation and participation in all significant financial and

operating decisions. 

AMNS India’s main steel manufacturing facility is located at

Hazira, Gujarat in western India. It also has:

• two iron ore beneficiation plants close to the mines in

Kirandul and Dabuna, with slurry pipelines that then

transport the beneficiated iron ore slurry to the pellet plants

in the Kirandul-Vizag and Dabuna-Paradeep systems; 

• downstream facilities in Pune, Khopoli and Gandhidham; and 

• six service centers in the industrial clusters of Hazira, Indore,

Bahadurgarh, Chennai, Kolkata and Pune. It has a complete

range of flat rolled steel products, including value added

products, and significant iron ore pellet capacity with two

main pellet plant systems in Kirandul-Vizag and Dabuna-

Paradeep, which have the potential for expansion. Its

facilities are located close to ports with deep draft for

movement of raw materials and finished goods. 

In terms of iron ore pellet capacity, the Kirandul-Vizag system

has 8 million tonnes of annual pellet capacity; and the Dabuna-

Paradeep system has 12 million tonnes of annual pellet

capacity.

AMNS India completed the acquisition of the portfolio of

strategic infrastructure assets from Essar Group. The

remaining assets which were pending due to regulatory

approvals have been acquired during 2024 and include a 16

million-tonne per annum all-weather, deep draft terminal at

Visakhapatnam, Andhra Pradesh (along with an integrated

conveyor connected to AMNS India’s iron ore pellet plant in the

port city) and a 100-kilometer Gandhar - Hazira transmission

line, connecting AMNS India’s steelmaking complex with the

central electricity grid.

AMNS India intends to further debottleneck existing operations

(steel shop and rolling parts) in the medium term. The first

phase of expansion represents capital expenditures of

approximately $7.7 billion ($0.8 billion for debottlenecking, $0.2

billion for operational readiness, $1.0 billion for downstream

projects and $5.7 billion for upstream projects) and started in

October 2022. It aims to increase production at the Hazira

facility to 15 million tonnes of rolled products by the second 

half of 2026. Following the construction of two blast furnaces,

the capacity increase of the existing blast furnace 1 went from

2.2 to 2.8 million tonnes per annum, and it also includes a cold

rolling mill 2 complex and galvanizing and annealing line, steel

shop, hot strip mill and ancillary equipment (including coke,

sinter, networks, power, gas, oxygen plant, etc.) and raw

material handling. Continuous galvanizing line (CGL) No. 4

was commissioned in December 2023 and enabled AMNS

India to launch the Magnelis product for the growing renewable

energy sector. CGL No. 3 has been commissioned in July 2025

to produce highest strength steel for the automotive sector.

Plans are under development to expand the production

capacity by establishing a greenfield integrated steel plant with

an 8.2 million tonnes annual capacity at Rajayapeta in Andhra

Pradesh, a strategically significant project. This facility will play

a critical role in advancing AMNS India’s objective of scaling its

total steelmaking capacity to 40 million tonnes per annum. See

"—Capital expenditures".

For details on Indian mines production and other information,

see " —Mineral reserves and resources".

AMNS Calvert

On June 18, 2025, ArcelorMittal acquired control of AMNS

Calvert, a former joint venture with NSC. See "—North

America" and note 2.2.4 to the consolidated financial

statements.

VAMA

Valin ArcelorMittal Automotive Steel (“VAMA”) is a joint venture

between ArcelorMittal and Hunan ValinSteel Co., Ltd which

produces steel (1.5 million tonne capacity) for high-end

applications in the automotive industry. VAMA supplies

international automakers and first-tier suppliers as well as

Chinese car manufacturers and their supplier networks. It is

well positioned to take advantage of the growing electric

vehicle market  In February 2021 a project was launched to

increase its capacity by 40% to 2 million tonnes with self-

funded expansion involving capital expenditures of $195

million. The capital expenditures related to new continuous hot

galvanizing line ("CGL") capacity of 450 thousand tonnes per

year to reach 1.6 million tonnes per year in CGL/CAL

combined capacity and 2.0 million tonnes per year in pickling

line and tandem cold mill ("PLTCM"). The project has been

operating at full capacity since July 2023.

Ventos de Santo Antonio

On May 5, 2023, ArcelorMittal Brasil formed the joint venture

Ventos de Santo Antonio Comercializadora de Energia S.A.

("VdSA") with Casa dos Ventos, one of Brazil’s largest

developers and producers of renewable energy projects, to

develop a 554 MW wind power project aiming to secure and

decarbonize a considerable proportion of the Company's

wholly-owned subsidiary ArcelorMittal Brasil’s future electricity

needs in the central region of Bahia in north-east Brazil. The

wind project was fully completed in October 2025. ArcelorMittal

Brasil holds a 55% stake in the joint venture, with Casa dos

Ventos holding the remaining 45%. The $0.8 billion project

aims to secure and decarbonize a considerable proportion of

ArcelorMittal Brasil’s future electricity needs and is estimated to

provide 38% of ArcelorMittal’s Brasil’s total electricity needs in

2030, pursuant to a 20-year power purchase agreement to be

entered into with the joint venture for the supply of electricity.

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Management report

VdSA is equity accounted and ArcelorMittal’s total equity

investment will be $0.15 billion.

In August 2024, ArcelorMittal Brasil also signed contracts with

Casa dos Ventos and Atlas Renewable Energy for the

development of two joint ventures for solar energy projects with

a combined capacity of 465 MW, equivalent to approximately

14% of its current electricity requirements in Brazil. Solar

project with Atlas reached the commercial operating date in

October 2025, while Solar project with Casa dos Ventos is

expected to complete first quarter of 2026. See "Introduction—

Sustainable development highlights".

NEMM

On October 16, 2024, in the framework of their New Energy

Magnetic Material ("NEMM") project, ArcelorMittal and China

Oriental formed two joint ventures with equal ownership to be

engaged principally in the production and sale of electrical

steel grade hot-rolled coil substrates and cold-rolled non-

oriented or oriented electrical steel for the Chinese automotive

market. The project envisages the construction of an upstream

plant and a downstream plant with production commencing in

2027. 

See note 2.4.1 to the consolidated financial statements for

further information on investments in joint ventures.

Capital expenditures 

The Company’s capital expenditures were $4.3 billion, $4.4 billion and $4.6 billion for the years ended December 31, 2025, 2024 and

2023, respectively. The following table summarizes the Company’s principal growth and optimization projects involving significant

capital expenditures that are currently ongoing. In 2026, capital expenditures are expected to be in the range of $4.5 to 5.0 billion, of

which $1.4 to $1.6 billion is expected as strategic growth capital expenditure, $0.3 billion on projects related to decarbonization and

$2.8 to $3.1 billion on maintenance and other ongoing capital expenditures. ArcelorMittal expects to fund these capital expenditures

primarily through internal sources. See “Operating and financial review—Liquidity and capital resources—Sources and uses of cash—

Net cash used in investing activities” and note 3.1 to the consolidated financial statements for further information, including capital

expenditures by segment.

Completed Projects
Segment		Site / Unit			Capacity / particulars		Key date / Forecast completion		Note #
Sustainable Solutions		Andhra Pradesh (India)			Renewable energy project: 1GW of nominal capacity solar and wind power		Second quarter 2025		a
Mining		Liberia mine			Iron ore expansion to 20 million tonnes per year; blending a portion of the new concentrate with crushed ore product to produce a sinter feed blend (>62% Fe)		Commissioning underway		b
North America		Calvert			New 1.5 million tonnes EAF and caster		Commissioned		c
Brazil		Serra Azul mine			Facilities to produce 4.5 million tonnes per year DRI quality pellet feed by exploiting compact itabirite iron ore		Commissioning underway		d
Brazil		Barra Mansa			Increase capacity of HAV bars and sections by 0.4 million tonnes per year		Commissioning underway		e

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Management report

Ongoing Projects*
Segment		Site / Unit			Capacity / particulars		Key date / Forecast completion		Note #
Europe		Mardyck (France)			Facilities to produce 155 thousand tonnes per year non-grain oriented electrical steels ("NOES") (of which 125 thousand tonnes per year for auto applications), reversing mill ("REV") and annealing and pickling line ("APL").		Second half 2026 for REV and first half 2027 for APL		f
North America		Las Truchas mine (Mexico)			Revamping project with 1 million tonnes per year pellet feed capacity increase (to 2.3 million tonnes per year) with DRI concentrate grade capability		First half 2027		g
North America		Calvert			Advanced manufacturing facility for NOES with a capacity of up to 150 thousand tonnes per year, essential for EV production and other commercial / industrial applications. The project consists of APL, reversing cold mill ("RCM") and annealing and varnishing ("ACL").		Second half 2027		h
Sustainable Solutions		Gujarat (India)			Hybrid renewable energy project comprising 300 megawatts of alternating current ("MWac") solar capacity, approximately 250 MW of wind capacity, and a 300 MWh Battery Energy Storage System ("BESS")		First half 2028		i
Sustainable Solutions		Rajasthan (India)			Large-scale renewable energy investment involving the development of a 400 MWac (560 megawatts peak) solar power plant, integrated with a 500 MWh BESS, located in Bikaner, Rajasthan, India		First half 2028		j
Joint Ventures
AMNS India		Hazira (Gujarat)			Debottlenecking existing assets; medium-term Phase 1 plans are to expand and grow in Hazira to approximately 15 million tonnes per year; ongoing downstream projects; additional greenfield opportunities under development		Second half 2026		k

*Ongoing projects refer to projects for which construction has begun (excluding various projects that are under development).

a. A $0.7 billion investment in the 1 GW renewable energy project launched in 2022 by ArcelorMittal. The project integrates solar and wind power generation, coupled with

energy storage solution through a co-located pumped hydro storage plant, which helps to overcome the intermittent nature of wind and solar power generation. The

project is owned and funded by ArcelorMittal. AMNS India entered into a 25 year off-take agreement with ArcelorMittal to purchase renewable electricity annually from the

project, resulting in over 20% of the electricity requirement at AMNS India’s Hazira plant coming from renewable sources, reducing carbon emissions by approximately 1.5

million tonnes per year. 100% of the solar modules and the wind turbines were installed in the first half of 2025, and the full capacity was commissioned by the end of the

third quarter of 2025.

b. ArcelorMittal Liberia has been operating at 5 million tonnes per annum of direct shipping ore ("DSO") since 2011 (Phase 1) and restarted construction of a concentrator

and associated infrastructure (Phase 2). An opportunity to increase rail and port shipment capacity to 20 million tonnes per annum led to a revised project capital

expenditure of $1.8 billion (previously $1.4 billion), reflecting a multiple product approach (sinter feed and concentrate) following revised mining plan and additional

investment in material handling, port infrastructure, covered stockpile and power supply. The revised scope allows for an additional 5 million tonnes per annum of blended

product, bringing total shipment capacity to 20 million tonnes per annum (previously 15 million tonnes per annum). By blending a portion of the new concentrate with

crushed ore product, a sinter feed blend (>62% Fe) can be produced, increasing Liberia’s marketable production. Of the targeted 20 million tonnes, 75% or 15 million

tonnes of sinter feed is to be made up of a blend of concentrate and crushed ore, and remaining 25% or 5 million tonnes is to be high-grade concentrate. Commissioning

is progressing, and full project completion and production from all lines are expected by the first half of 2026. Approximately 10 million tonnes of shipment were reached in

2025, with a 20 million tonnes shipment target in 2026. In addition, a phased plan to expand capacity up to 30 million tonnes per annum, including DRI-quality

concentrate, is under study.

c. ArcelorMittal Calvert is investing in a new 1.5 million tonnes EAF and caster. The facility is currently in the hot commissioning phase with the first heat produced on June

14, 2025. The new EAF project with investment over $1 billion, integrated with ArcelorMittal’s HBI facility in Texas, will enable Calvert to supply automotive customers with

lower CO2 embodied steel, melted and poured in the U.S. The new EAF has a strong product mix of advanced steel grades, including Exposed, Dual Phase ("DP"),

Multiphase ("MP"), Third Generation (Gen-3) steels, and PHS namely Usibor®. Option to add an additional 1.5 million tonnes EAF at lower capital expenditure intensity is

being studied.

d. The Serra Azul project's current investment forecast is approximately $0.5 billion. The DRI quality pellet feed is expected to primarily supply ArcelorMittal Mexico steel

operations. All assembly activities were completed in the third quarter of 2025. Hot commissioning reached 90% completion by December 2025 and the pellet feed DRI

product has already met the required quality specifications, and the first vessel is expected in 2026.

e. Approximately $0.3 billion investment in the Barra Mansa (Brazil) sections mill aims to expand domestic market share and profitability with higher added value ("HAV")

products like merchant and special bars. Commissioning started in October 2025, and the project has transitioned into the ramp-up phase, which is currently in progress

alongside ongoing testing.

f. ArcelorMittal, with French government support, is establishing a new electrical steels production unit at Mardyck, complementing its Saint-Chély d’Apcher plant. The first

phase of the project consisting of annealing and varnishing line (“ACL”) was completed and is undergoing commissioning. Due to the brownfield nature of this project,

unforeseen challenges and complexity in civil works and erection activities,, the project cost has been revised to $0.8 billion. This has caused delays in the second phase

which consists of REV and APL and is now expected to be commissioned in the second half of 2026 and first half of 2027 (previously scheduled for the second half of

2025 and second half of 2026), respectively. Following a reassessment of the product portfolio, the production volume of non-grain oriented electrical steels was revised

to 155 thousand tonnes per year (previously reported as 170 thousand tonnes per year).

g. The approximately $0.2 billion investment project in Las Truchas will enable concentrate production to the blast furnace route (2.0 million tonnes per year) and DRI route

(0.3 million tonnes per year) for a total of 2.3 million tonnes per year. The primary target is to supply ArcelorMittal Mexico steel operations with high quality feed. Due to

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Management report

delays in obtaining environmental permits, amplified by the strike and the illegal blockade of the mine in the second and third quarters of 2024 as well as unforeseen

challenges, production is now expected to start in the first half of 2027 (previously scheduled for the second half of 2026). The refurbishment of two clarifiers is essentially

complete and ready for equipment installation. Piling work for the main mill building is completed. Construction work will commence in early 2026.

h. ArcelorMittal Calvert is investing in an advanced manufacturing facility in Calvert, Alabama that could deliver up to 150,000 tons of domestic production capacity of NOES

annually, depending on the product mix. The project includes an annealing pickling line, cold-rolling mill, annealing coating line, packaging and slitter line, and ancillary

equipment needed for operations. The facility would be situated near existing Calvert operations. As the project progresses, estimated net capital expenditure has

increased to $1.3 billion (previously reported as $0.9 billion), net of $0.3 billion of currently planned federal, state and local support, due to tariffs, additional work required

and an increase in labor cost and prices. The plant is anticipated to commence production in the second half of 2027.

i. An investment of approximately $0.5 billion in a 550 MWac solar–wind hybrid renewable energy project (comprising 300 MWac of solar capacity and approximately 250

MW of wind capacity) and a planned 300 MWh BESS, located in Gujarat, India. Wind portfolio contracts are currently in progress, with land included under the OEM

contracts. The project is expected to deliver approximately 150 MW of round-the-clock renewable power to AMNS India, reducing carbon emissions by approximately 0.9

million tonnes of CO₂ per year for AMNS Indian. Completion date of the project is expected in the first half of 2028.

j. An investment of approximately $0.3 billion for a renewable energy project consisting of 400 MWac solar power plant, integrated with a 500 MWh BESS, located in

Bikaner, Rajasthan, India. Construction commenced in the second quarter of 2025, with completion targeted for the first half of 2028. The project is designed to supply

approximately 190 MW during solar hours and 125 MW during evening peak hours. The project is expected to deliver electricity to AMNS India, reducing its carbon

emissions by approximately 0.65 million tonnes of CO₂ per year. Orders have been placed for the power evacuation scope, and Requests for Proposal for solar modules

have been launched in the market.

k. AMNS India medium-term plans are to expand and grow initially to approximately 15 million tonnes of rolled products by the second half of 2026 in Hazira (phase 1)

including automotive downstream and enhancements to iron ore operations, with estimated capital expenditure of approximately $7.7 billion ($0.8 billion for

debottlenecking, $0.2 billion for operational readiness, $1.0 billion for downstream projects and $5.7 billion for upstream project). As part of phase 1, a Continuous

Galvanizing Steel line ("CGL3") capable of producing AHSS for automotive sector was successfully commissioned in July 2025. Further capacity expansion is underway

at Hazira, Studies for options to further expand capacity at Hazira, while plans are under development for an 8.2 million tonnes greenfield integrated steel plant on the

East Coast in Rajayyapeta, Andhra Pradesh as part of AMNS India’s broader growth strategy aimed at increasing its total steelmaking capacity to 40 million tonnes per

annum.

In addition, in 2025, the Company approved 14 multi-year

projects with identified environmental benefits and involving

capital expenditures of $150 million and 29 multi-year projects

with identified energy benefits and involving capital expenditure

of $1,163 million (including new renewable energy projects in

India). The latter also includes 10 multi-year projects

specifically targeted to decarbonization involving capital

expenditures of $138 million. Capital expenditures related to

decarbonization initiatives amounted to $0.3 billion for the year

ended December 31, 2025 and are expected to remain stable

at $0.3 billion in 2026, with main spend focusing on the

finalization of engineering studies on new EAF facilities in

Europe (flat products) and the launch of the EAF project in

Dunkirk, the completion of the EAF project in Gijón (long

products) and the capacity expansion in Sestao (flat products),

as well as the DR pellet project in AMMC. ArcelorMittal's joint

ventures have also announced significant capital expenditure

projects. See "—Investments in joint ventures".

Mineral reserves and resources

ArcelorMittal has iron ore production facilities in North America

(Canada and Mexico), South America (Brazil), Europe

(Ukraine), Africa (Liberia), and in India through its joint venture

AMNS India. ArcelorMittal also operated iron ore and coal

production facilities in Kazakhstan, which were sold on

December 7, 2023, and iron ore production facilities in Bosnia,

which were sold on October 30, 2025. See note 2.3 to the

consolidated financial statements for further information.

Following the sale of the Kazakhstan operations, there was no

coal production in 2025 or 2024, while coal production for 2023

was 2.0 million tonnes. The Company has two categories of

mining operations, namely captive mines and seaborne

oriented operations. Captive mines whose production is mainly

consumed by their respective steel segments form part of such

segments. The seaborne iron ore mining operations at AMMC

and AML correspond to the Mining segment.

ArcelorMittal considers its iron ore mining operations in the

aggregate to be material to its business.

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Management report

The following tables provide an overview of ArcelorMittal’s principal mining operations. The production of Run of Mine ("ROM") iron ore

and coal is that which is attributable to ArcelorMittal based on ArcelorMittal's ownership interest in the mining operations. All production

figures below are stated as wet tonnages.

Operations/Projects		Segment		% of Ownership Interest		Type of Ownership Interest		In Operation Since
Iron Ore
Mexico (Excluding Peña Colorada)		North America		100.0		subsidiary		1976
Peña Colorada - Mexico		North America		50.0		joint operation		1974
Brazil		Brazil		100.0		subsidiary		1944
Bosnia		Europe		51.0		subsidiary		2008
AMKR Open Pit		Others		95.1		subsidiary		1959
AMKR Underground		Others		95.1		subsidiary		1933
AML		Mining		85.0		subsidiary		2011
AMMC		Mining		85.0		subsidiary		1976
Vallourec Pau Branco mine		Not Consolidated		27.8		associate		1980
India		Not Consolidated		60.0		joint venture		1961
Baffinland		Not Consolidated		25.2		associate		2014
2023 aggregate ROM iron ore production, millions of tonnes1				98.4
2024 aggregate ROM iron ore production, millions of tonnes2				100.7
2025 aggregate ROM iron ore production, millions of tonnes3				112.3
Coal
Karaganda - Kazakhstan				100.0		subsidiary		1956
2023 aggregate ROM coal production, millions of tonnes1				5.8

1. Total ROM iron ore and coal production in 2023 includes Kazakhstan iron ore and coal mining operations, which were sold on December 7, 2023. Iron ore and coal

production is included in the table through the transaction closing date.

2. Total ROM iron ore production in 2024 does not include Vallourec Pau Branco mine.

3. Total ROM iron ore in 2025 includes Bosnia iron ore operations, which were sold on October 30, 2025 and excludes Vallourec Pau Branco mine. Iron ore production for

Bosnia is included in the table through the transaction closing date.

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Management report

		% of Ownership Interest		2025			2024			2023
				ROM Millions of Tonnes	Product Millions of Tonnes		ROM Millions of Tonnes	Product Millions of Tonnes		ROM Millions of Tonnes	Product Millions of Tonnes
Pena Colorada - Mexico		50.0		13.7	3.5		7.9	2.7		12.8	4.1
At ownership interest				6.9	1.8		3.9	1.4		6.4	2.1
ArcelorMittal Mexico1		100.0		2.7	1.0		4.6	1.2		4.4	2.1
North America				16.4	4.5		12.5	3.9		17.2	6.2
At ownership interest				9.6	2.8		8.5	2.6		10.8	4.2
Andrade		100.0		2.7	2.0		2.4	1.8		2.4	2.0
Serra Azul		100.0		3.4	0.3		5.1	1.1		2.7	1.5
Brazil				6.1	2.3		7.5	2.9		5.1	3.5
ArcelorMittal Prijedor 2		51.0		1.3	0.8		1.4	1.0		1.7	1.2
At ownership interest				0.7	0.4		0.7	0.5		0.9	0.6
AMKR Open Pit		95.1		18.4	7.6		19.0	7.8		11.1	4.6
At ownership interest				17.5	7.2		18.1	7.4		10.6	4.4
AMKR  Underground		95.1		0.0	0.0		0.2	0.2		0.3	0.3
At ownership interest				0.0	0.0		0.2	0.2		0.3	0.3
ArcelorMittal Temirtau Open Pit3		100.0		0.0	0.0		0.0	0.0		2.2	1.4
ArcelorMittal Temirtau Underground 3		100.0		0.0	0.0		0.0	0.0		1.6	1.0
Others				18.4	7.6		19.2	8.0		15.2	7.3
At ownership interest				17.5	7.2		18.3	7.6		14.7	7.1
AMMC - Canada4		85.0		71.7	25.6		63.8	24.2		65.3	22.4
At ownership interest				60.9	21.8		54.3	20.5		55.5	19.0
AML - Liberia5		85.0		11.5	9.7		3.2	3.8		3.9	3.6
At ownership interest				9.8	8.2		2.7	3.2		3.3	3.0
Mining				83.2	35.3		67.0	28.0		69.2	26.0
At ownership interest				70.7	30.0		57.0	23.7		58.8	22.0
AMNS India		60.0		11.0	9.7		11.7	9.8		10.8	10.7
At ownership interest				6.6	5.8		7.0	5.9		6.5	6.4
Baffinland		25.23		4.2	4.4		6.6	5.8		6.2	5.6
At ownership interest				1.1	1.1		1.7	1.5		1.6	1.4
Vallourec Pau Branco mine 6		27.8						5.4			7.1
At ownership interest								0.5			0.0

1. ArcelorMittal Mexico’s 2025 production data reflects output from the Las Truchas deposit only. In previous years, the figures also included production from the San Jose

and El Vulcan deposits, which were depleted in 2024 and 2019, respectively.

2. The total production related to ArcelorMittal Prijedor is included in the table through the closing date of the sale of the facility on October 30, 2025.

3. Total production related to ArcelorMittal Temirtau is included in the table through the transaction closing date of the sale of the facility on December 7, 2023.

4. AMMC is structured in two partnerships ArcelorMittal Mining Canada G.P. and ArcelorMittal Infrastructure Canada G.P., which are both held at 85% by ArcelorMittal with a

15% non-controlling interest held by 9404-5515 Québec Inc., a consortium constituted of POSCO, South Korean Steel Company and China Steel Corporation, among

others.

5. ArcelorMittal’s ownership of AML is 85%, with the remaining 15% owned by the Liberia Government.

6. Vallourec reports its production in its own filings (ROM data is not published), which were not available when the 2024 Annual report was prepared. ArcelorMittal

completed the acquisition of a 28.4% equity stake in Vallourec in August 2024 (27.8% as of December 31, 2025). As a result, the ownership‑based production is not

reported for 2023, and the 2024 production figures reflect only the data for the fourth quarter. Similarly, production data for 2025 is unavailable at the date of filing of this

Annual Report..

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Management report

Summary of ArcelorMittal’s Mining Operations

ArcelorMittal's production stage iron ore mining operations include AMMC and AML in the Mining segment. They also include the 

production stage captive mines of the North America and Brazil segments, Ukraine, as well as the exploration stage captive mine of

AMSA. ArcelorMittal has either 100%, equal or majority interest in these mining operations. In addition, the Company owns a 60%

interest in the AMNS India joint venture and a 25.23% interest in the associate Baffinland. On August 6, 2024, the Company acquired a

28.4% interest (27.8% at December 31, 2025) in the associate Vallourec that owns and operates the Pau Branco mine in Brazil.

ArcelorMittal's mining operations included full ownership of the captive iron ore and coal mines in Kazakhstan until the sale of

ArcelorMittal Temirtau in December 2023. ArcelorMittal Prijedor (Bosnia) was the only captive mining operation within the Europe

segment; it was sold in October 2025.

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Management report

North America

ArcelorMittal Mexico Mining Assets

ArcelorMittal Mexico operates two iron ore mines in production stage in Mexico, the Las Truchas mines and the Peña Colorada mine

through a joint operation with Ternium. The San José mines stopped production in 2024 due to reserve depletion.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Peña Colorada - open pit, production stage	Peña Colorada	4,301 hectares of surface rights and mineral rights over 39,978 hectares across 20 concessions	60 kilometers to the north- east of the port city of Manzanillo (Minatitlán province) in the north- western part of the State of Colima	30-year renewable concessions granted by the Mexican federal government; expiration dates range from 2043 to 2062 1	Products - Concentrates and pellets. Geology - • complex polyphase iron ore deposit, • Iron mineralization consists of banded to massive concentrations of magnetite within breccia zones and results from several magmatic, metamorphic and hydrothermal mineralization stages with associated skarns, dykes and late faults sectioning the entire deposit.	Concentrating facility and a two- line pelletizing facility. The beneficiation plant and the pelletizing plant are located at the mine and in Manzanillo, respectively. Major processing facilities include a primary crusher, a dry cobbing plant, two autogenous mills, three horizontal and two vertical ball mills, and several stages of magnetic separation. The concentrate is sent as a pulp through a pipeline from the mineral processing plant to the pelletizing facilities. The magnetite concentrate and pellets are transported from Manzanillo to ArcelorMittal Mexico, as well as to Ternium’s steel plants, by ship and by rail.
Las Truchas - open pit, production stage	ArcelorMittal Mexico	53,812 hectares of mineral rights, of which 4,261 support the Las Truchas operations in Mexico2	27 kilometers north-west of the town of Lázaro Cárdenas in the State of Michoacán	50-year renewable concessions granted by the Mexican federal government;  expiration dates range from 2044 to 2053	Product - Concentrates Geology  • consist of massive concentrations of magnetite of irregular morphology, mainly occurring along a geological trend, about 7 kilometers long and about 2 kilometers wide. • classified as hydrothermal deposits, which may have originated from late-stage plutonic activity injecting through older sedimentary rocks and mineralization occurs in disseminated and irregular massive concentrations of magnetite within metamorphic rocks and skarns. The mineralization also occurs as fillings of faults, breccia zones, and fractures.	The concentration plant includes two primary crushers, two secondary crushers and three tertiary crushers, two ball mills, two bar mills, and two wet magnetic separation circuits. The concentrated ore is pumped from the mine site through a 26- kilometer slurry pipeline to the steel plant facility in Lázaro Cárdenas.3

1. The applicability of a new regulation from 2023 has reduced the concession period from 50 to 30 year does not apply retroactively and does not affect Peña Colorada’s

existing concessions.

2. There is an ongoing land dispute that may have a potential impact on surface rights for the Las Truchas operations (including a potential loss of 1,000 ha).

3. ArcelorMittal Mexico launched a project to increase pellet feed production to 2.3 million tonnes per annum and improve concentrate grade in Las Truchas; see "—Capital

expenditures".

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Management report

Brazil

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Andrade - open pit, production stage	ArcelorMittal Brasil	Mineral rights: 2,885 hectares Land lease: 3,347 hectares	Located in the north-eastern part of the Iron Quadrangle, 5 kilometers from the town of João Monlevade and 80 kilometers east of Belo Horizonte in the Brazilian state of Minas Gerais	Mining legislation in Brazil does not predetermine the duration of mineral rights and as such, these rights are considered valid to the point of mine exhaustion. 1	Products - Concentrates Geology • base stratigraphic section consists of quartzites and sericite-quartzites of the Moeda formation, followed by schists of the Batatal formation, both forming the Caraça group. • Mineral bodies are part of the overlying Cauê formation, which represents the base of the Itabira Group. The Caraça and Itabira groups compose the base of the Paleoproterozoic Minas Supergroup. The Cauê formation rocks are covered by dolomites and marbles, and sometimes weathered phylites and schists, belonging to the Gandarela formation.	Mine includes crushing and screening facility, as well as a concentration plant used to improve the quality of the sinter feed to the Monlevade plant. The concentrated iron ore product is transported to the Monlevade steel plant through a private railway line.
Serra Azul - open pit, production stage	ArcelorMittal Brasil	Mineral rights: 375 hectares Surface rights: 288 hectares	Located approximately 70 kilometers southwest of Belo Horizonte in the Brazilian state of Minas Gerais.	Mining legislation in Brazil does not predetermine the duration of mineral rights and as such these rights are considered valid to the point of mine exhaustion.	Products - Iron ore Geology • Located in the western part of the Iron Quadrangle, in the iron rich Cauê Formation of the Itabira Group. The mineralization occurs as friable, semi- compact and compact itabirites and banded hematite-silica rocks, with varying degrees of weathering and oxidation. • Serra Azul mines and processes friable, compact and semi-compact itabirites.	Serra Azul operates a processing plant consisting of a crushing facility and a three-line concentration facility, including screening, magnetic separation, spirals separators and jigging. Iron ore product is transported by truck to two railway terminals located 35 and 50 kilometers from the mine site for distribution to local purchasers of sinter feed or for export through third-party port facilities located in the Rio de Janeiro State.

1. In 2022, the resource model of Andrade was updated, resulting in a new pit optimization and mine schedule, with updated Life of Mine schedule for the Itabirite and

Hematite ores. The new life of mine extends to 2077, with average annual ROM capacity of 1.8 million tonnes.

Serra Azul Mine

In 2021, an updated resource model was generated,

incorporating the results of a 1,508 meter drilling program

completed in late 2020. The drilling program targeted further

definition of the friable itabirite (“IF”) ore bodies, and the

updated model has been used to reassess the mine life for the

current IF phase of the Serra Azul Mine. This resulted in a

revised life of mine for the IF phase, with mining operations

extended until the end of the first quarter of 2025. After

finalizing the IF phase, the mine stopped its production until the

compact itabirite (“IC”) and semi-compact itabirite (“ISC”) 

processing plant operations started again in the fourth quarter

of 2025.

Following the integration of the Serra Azul Mine into

ArcelorMittal Brasil in 2020, an expansion project for the Serra

Azul Mine was approved, extending the mine's life until 2056.

The project considers producing 4.5 million tonnes per annum

of DRI quality pellet feed by processing IC and ISC material.

The IC and ISC processing plant operations started in the

fourth quarter of 2025. (see also “—Capital expenditures”).

In February 2019, the Company decided to implement the

evacuation plan for its dormant Serra Azul tailing dam after an

updated stability report raised precautionary concerns following

incidents in Brazil mining sector. Downstream communities

were evacuated to allow further testing and the implementation

of additional safety measures. The Company entered into an

agreement with Federal and State Public Prosecutors and

affected families to provide temporary assistance and establish

the technical requirements to restore safety standards. This

agreement was extended in February 2020, and negotiations

continued in 2021, resulting in a Complementary Agreement

Term defining new compensation guidelines for impacts

caused by the preventive evacuation. Additionally, a new

Complementary Agreement covering the governance and

responsibilities to implement all reparation measures chosen

by the community was initiated in 2023 and finalized in 2025.

As of December 31, 2025, the Company had completed 942

indemnification agreements with affected families. The

agreement also requires the construction of a check dam,

which was finished in August 2025, and deconstruction of the

tailing dam by 2032.

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Management report

Europe

ArcelorMittal Prijedor was a captive mine and supplied all of its iron ore production to the ArcelorMittal Zenica steel plant, until both the

mine and steel plant were sold in October 2025.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Omarska - open pit1, production stage	ArcelorMittal Prijedor	1,946 hectares of land and mineral rights	25 kilometers south-east of the town of Prijedor, Bosnia & Herzegovina	Current concession was signed in 2018 for a period of 6 years and the renewal process is ongoing as of the date of this annual report.1	Products - Ore Geology • Buvac deposit is located within Carboniferous clastic (shale and sandstones) and carbonate (limestone, dolomite, and ankerite) sequences, with massive siderite-limonite mineralization forming an integral part of the formation. • Iron ore is predominantly limonite-goethite with associated quartz, carbonates, and silicates of the illite type. The limonite-goethite mineralization was formed during the oxidization of the upper parts of the primary siderite bodies. • Ore body is asymmetrical, lens-shape and elongated in a northeast - southwest direction, dipping at about 8° toward the north-east from the surface to a depth of 210 meters. The deposit is approximately 1.5 kilometer long and 1.0 kilometer wide.	After a primary stage of crushing within the pit, the ore is transported to a processing plant via a conveyor. The processing plant on site performs crushing, screening, gravity separation, magnetic separation and filtration.
Ljubija mine - open pit 2 in stand-by phase	ArcelorMittal Prijedor	739 hectares of land and mineral rights	20 kilometers south-west of the town of Prijedor, Bosnia & Herzegovina	Current concession was signed in 2022 for a period of 6 years, with an option to renew upon the expiry, in accordance with updated life of mine.	Products - Ore Geology - Deposit is located within Carboniferous and Permian-Triassic formation rocks, which are partly covered by thin Quaternary rocks. The ore within these formations is primarily composed of siderite and ankerite with secondary limonite iron facies.	Ore is only crushed and screened.

1. ArcelorMittal Prijedor was the registered holder of the mining rights at the Omarska mine exploitation field. Land tenure and mineral rights issued are indefinite and were

considered to be of sufficient duration to enable all reported mineral reserves on the properties to be mined in accordance with life of mine production schedules.

2. In 2022, ArcelorMittal Prijedor acquired additional mining and land rights and started iron ore mining on a trial basis at Ljubija Mine. ArcelorMittal Prijedor was founded in

2004 (at the time LNM Holdings) with the Company having 51% controlling interest and local mining company Iron Ore Mine Ljubija owning the remaining 49% stake.

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Management report

Others

Iron ore mining operations forming part of Others include AMKR open pit and underground mines in Ukraine and Thabazimbi mine in South Africa.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Ukraine - two open pit mines (Novokryvorizke and Valyavkinske deposits) and one underground mine1 (Kirova deposit), all mines are at production stage	AMKR	Surface operations: 775 hectares of mineral rights and 4,827 hectares of surface rights Underground mine: 57.9 hectares of mineral rights and 160 hectares of surface rights	Located within the southern part of the Krivorozhsky iron-ore basin, within the borders of the city of Kryvyi Rih, 150 kilometers southwest of Dnipro, Ukraine	Subsoil use permits for the underground mine were renewed in 2021 for the next 20 years, and mineral rights for surface pits are due to expire in 2038, while the land lease agreements are valid until 2060 for open pit mines and 2061 for underground mine.	Products - Concentrates 2 Geology • Iron mineralization at Novokryvorizke and Valyavkinske deposits is hosted by early Proterozoic rocks containing multiple altered ferruginous quartzite strata with shale layers. • Major iron ore bearing units in the open pit mines have a carbonate-silicate-magnetite composition. In addition, oxidized, iron-rich quartzite is mined simultaneously with primary ore and is stored separately for possible future processing. • Only the magnetite mineralization is included in the 2025 open pit iron ore reserve estimates. The high- grade iron ore of the Kirova deposit is hosted by a ferruginous quartzite with martite and jaspilite.	• Concentrating facility and  crushing facility to produce final product. • Iron ore extracted from the open pits is crushed at the mine site through primary crushing, loaded on a rail-loading facility and transported to the concentrator. • Concentration facility includes crushing, grinding, classification, magnetic separation and filtering. • The iron ore is extracted from the underground mine by a modified sub- level caving method and is crushed and screened at surface into lump and sinter ore, before being transported by rail to the AMKR steel plant.
South Africa - Thabazimbi mine, exploration stage	ArcelorMittal South Africa (AMSA)3	Surface rights: 10,952.8 hectares Mineral rights: 8,662.3 hectares	Located in the Limpopo Province in north-east part of South Africa, approximately 200 km north-west of Pretoria	Mineral and surface rights are valid until 2039	The Vanderbijl iron ore deposit at Thabazimbi is located on the northern margin of the Transvaal sub-basin. The Transvaal Supergroup was deposited in an open marine sedimentary basin developed on the Kaapvaal Craton within fluvial, deltaic to marine depositional environments. The iron ore deposits are developed at or close to the transitional contact zone of the combined footwall dolomites and upper transitional shale beds (including the overlying an approximately 15 meter thick chert-rich shale layer) of the Malmani Subgroup and the overlying BIFs of the Penge Formation.	Open pit operations at Thabazimbi ceased in 2016, and the mine is currently only engaged in the rehandling of iron ore from stockpiles of ROM material from historical production.

1. The mine is 95.1% owned by ArcelorMittal and is integrated into the ArcelorMittal Kryvyi Rih steel business as a captive mine. ArcelorMittal acquired the operations in

2005. Operations began at the Kryvyi Rih open pit mines in 1959 and at the Kryvyi Rih underground mine in 1933.

2. As a result of the ongoing war in Ukraine, iron ore production was planned according to the consumption at AMKR steel plant and logistics availability. In 2025 and 2024,

open pit iron ore production was at approximately 73% of its maximum capacity. Mining at open pit continued without stoppages in 2025. The underground mine was

mostly idle in 2025 due to lower demand for sintered ore. Iron ore production at the underground mine in 2025 was approximately 3% of maximum capacity (as compared

to 26% in 2024).

3. The mine is 100% owned by ArcelorMittal South Africa and open pit operations ceased in 2016.

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Management report

Mining

Iron ore mining operations forming part of the Mining segment include AMMC in Canada and AML in Liberia.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
AMMC - 3 deposits - Mont- Wright, Fire Lake (both open pit and production stage) and Mont-Reed 1 (exploration stage)	AMMC	34,601 hectares of mineral rights across six mining leases, five patented parcels and 623 map designated claims	Located in Québec, Canada, Mont-Wright is located near Fermont, and Fire Lake is located 85 kilometers south- east of Fermont. The Mont-Reed deposit is located approximately 130 kilometers southwest of Mont-Wright 2	No expiration dates or lease fees for patented parcels but active leases are valid for a period of ten years. All current leases expire between 2026 and 2033 and can be renewed as needed, with reports on material moved disclosed to the government on a yearly basis.	Products - Concentrates and pellets Geology • Lake Superior–type banded iron formations, the metamorphic equivalent to other iron formations within the Labrador Trough iron district. Mont-Wright and Fire Lake are hematite-rich deposits. Mont- Reed has a greater ratio of magnetite.	• Ore processing plant located on-site at Mont-Wright, as well as a pelletizing plant located at the Port-Cartier port. • Ore from Mont-Wright and Fire Lake is processed at the Mont-Wright processing plant, with material from Fire Lake brought in by train. • Feed ore material is fed through the crusher and concentrated in the processing plant using a gravity separation method. • Concentrate is shipped to Port-Cartier, Québec, Canada, via private railroad, to the pelletizing facilities and port operations.
AML - open pit3, production stage	ArcelorMittal Liberia	Per MDA, approximately 51,342 hectares within which AML has the rights to explore or mine iron ore	Mt. Tokadeh, Mt. Gangra and Mt Yuelliton deposits ("Western Range Project") in northern Liberia, located approximately 300 kilometers northeast of Monrovia	• The MDA is valid until 2050. • Class A mining license for the Mt. Tokadeh, Mt. Gangra and Mt Yuelliton deposits and two Mineral Exploration Licenses4	Products - direct shipping ore ("DSO"), and sinter feed Geology • Nimba range consists of itabirites in a 250 to 450- meter-thick recrystallized iron formation. • Although the iron deposits at Mt. Tokadeh, Mt. Gangra and Mt Yuelliton fit the general definition of itabirite as laminated metamorphosed oxide-facies iron formation, they are of lower iron grade than the ore previously mined at the Nimba deposit. • Tropical weathering effects have caused the decomposition of the rock forming minerals resulting in enrichment in the iron content.	The materials-handling operation consists of stockyards at both the mine and port areas, which are linked by a 250- kilometer single track railway running from Mt. Tokadeh to the port of Buchanan. The facilities at the port consist of tail pulley platforms, a conveyor system, a quayside including bays for iron ore storage, a fuel quayside jetty, an equipment workshop, and the final product storage.

1. The mines at Mont-Wright and Fire Lake are operated by AMMC and are both open-pit producing mines, consolidated in one production schedule and life of mine

supporting the AMMC property's disclosed mineral reserves. The deposit at Mont-Reed is currently in an exploration stage.

2. Headquarters of the mines are based in Greater Montreal. Fermont, the town site built to support the mining operations, is located 16 kilometers east of the Mont-Wright

mining complex and is connected by Highway 389 to Baie-Comeau, which is 570 kilometers away. The Mont-Wright and Fire Lake mines are located approximately 400

kilometers north of the city of Port-Cartier and approximately 1,000 kilometers north-east of Montreal.

3. The construction of the mine commenced in 1960 by a group of Swedish companies, which ultimately became the Liberian American-Swedish Minerals Company

(“LAMCO”), and production commenced at the Nimba deposit in 1963. After LAMCO ceased production in 1992, AML signed a Mineral Development Agreement ("MDA") in

2005 with the Liberian Government. On December 28, 2006, AML signed the First Amendment to the MDA with the Liberian Government. On January 23, 2013, the parties

signed the Second Amendment to the MDA. The Government of the Republic of Liberia and ArcelorMittal have signed a new amendment to the existing MDA, ratified on

January 29, 2026 and extending the duration of the agreement to 2050, with a right to renew for an additional term of 25 years. See "Introduction—Key transactions and

events in 2025—Recent developments".

4. In addition to the rights to explore and mine iron ore, the Liberian Government has granted the right to develop, use, operate and maintain the Buchanan to Yekepa railroad

and the Buchanan port with certain conditions, along with an area at Buchanan for township and industrial facilities for material handling and workshops.

AML

In 2013, AML began construction of a Phase 2 project targeting

the production of 15 million tonnes per annum of iron ore

concentrate. This project was, subsequently suspended due to

the onset of Ebola in West Africa and the declaration of force

majeure declaration by the onsite contracting companies. AML

finalized an updated feasibility study during 2019-2020,

integrating enhanced processing technologies and transitioning

from wet tailings disposal to dry stack tailings. The Phase 2

expansion includes a concentrator designed to produce up to

15 million tonnes per annum of iron ore concentrate, together

with significant investments in rail infrastructure between

Tokadeh and Buchanan, upgrades to existing port

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Management report

infrastructure including the construction of an additional berth

at the port of Buchanan, and other supporting infrastructure,

including two power plants.

AML achieved record iron ore production and shipments in

2025, delivering 10 million tonnes, supported by operational

improvements and the ongoing ramp-up of the Phase 2

expansion. As the expansion progresses, iron ore shipments

are expected to increase toward approximately 20 million

tonnes per annum in 2026, reflecting the continued ramp-up of

the Phase 2 expansion and concentrator operations toward

their respective design capacities. The Company intends to

sustain higher production and shipment levels, subject to

operating performance, ore availability, and market conditions.

In parallel studies are underway to evaluate options to expand

the resource base supporting crushed blend ore, optimize

mass recovery through the potential inclusion of regrinding and

flotation circuits for the tailings, and increase concentrator

capacity.

The concentrator expansion represents a brownfield

development and is currently in the commissioning and ramp-

up phase. First iron ore concentrate was produced during

commissioning activities in the fourth quarter of 2024, and

production continues as additional concentrator lines are

commissioned toward their design capacity. The Company is

undertaking feasibility studies for further expansion of its iron

ore asset beyond the current Phase 2 capacity of 20 million

tonnes per annum. The revised feasibility study will also

contemplate a future change to the processing infrastructure to

enable the production of high-quality concentrate from the

magnetite dominant fresh ores (Phase 3). See also

"Introduction—Key transactions and events in 2025—Recent

developments" and "—Capital expenditures".

Joint Ventures and Associates

AMNS India, a 60/40 joint venture between ArcelorMittal and NSC, has two production stage open pit mining operations in Odisha,

India. AMNS India holds a further three composite licenses in India, two in the State of Chhattisgarh and one in Maharashtra, these are

exploration target stage prospects that are being evaluated.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Thakurani Mine - open pit 1, at production stage	AMNS India	Surface and mineral rights over 228 hectares	Located 320 kilometers to the north of the Odisha's capital Bhubaneswar and 4 kilometers east of the town of Barbil	Permit in place for 5.5 million tonnes per annum of ore production 2	Products - Iron ore Geology • Lies in the south-eastern part of the Singhbhum-Keonjhar-Bonai iron ore belt, a narrow NNE-SSW directional trending folded syncline that runs through northern Odisha and southern Jharkhand, India. • The enriched sequence is a traditional Banded Iron Formation that has been subject to significant weathering that has enriched the iron ore deposits. • Ore is generally of the friable hematite type; however, more competent hematite ores and friable goethite ores are also present.	Mining operation at Thakurani is being carried out by conventional mining methods using excavators and trucks for ore transportation to a mobile crushing facility. Ore is crushed and screened on site before being transported by road to the Dabuna beneficiation plant located approximately 40 kilometers to the south. Beneficiated material is then transported by slurry pipeline to the pelletizing plant at Paradip, located on the coast of Bay of Bengal.
Ghoraburhani – Sagasahi mine - open pit3, at production stage	AMNS India	Surface and mineral rights over 139 hectares	Located in the Sundargarh district of Odisha, state of India	Mining lease deed was granted in 2021, for a period of 50 years and permits production of up to 7.16 million tonnes per annum of ore primarily for captive usage	Products - Iron ore Geology • Lies in the south- western part of the Singhbhum-Keonjhar-Bonai iron ore belt. • The enriched sequence is a traditional Banded Iron Formation that has been subject to significant weathering and deformation that has enriched the iron ore deposits. • Ore is generally of lateritic iron ore/hard laminated ore on the top followed by soft laminated ore and friable hematite with intercalations of friable shaly ore and limonitic ore are also present.	Conventional mining methods, using excavators and trucks for ore transportation to a mobile screening & crushing facility, where ore is crushed and screened on site before being transported by road to the Dabuna beneficiation plant located approximately 28 kilometers to the south-east. Beneficiated material is then transported by 253 kilometers slurry pipeline to the pelletizing plant at Paradip.

1. The operation and mining rights to the Thakurani operations were obtained by AMNS India in February 2020 through the Indian Government Mining Block auction scheme.

The Thakurani mine has been operated since 1961 and has both mature mining pits and undeveloped resource areas. AMNS India commenced mining operations in 2020,

following the demobilization of the previous claim holder, Kaypee Enterprises.

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Management report

2. The ramp-up to a capacity of 5 million tonnes per annum was completed in 2021. The mining lease deed was granted in 2020 for a period of 50 years. Until June 2021, all

production from the mine had to be consumed by specified AMNS India end use plants, after which up to 25% of production may be sold to a third party. The permitted

production rate was increased to 7.99 million tonnes per year from 2023 after a submission approved by the Indian Bureau of Mines in late 2020.

3. The operation and mining rights to the Ghoraburhani – Sagasahi operations were obtained through the AMNS India takeover of Essar Steel India Limited (ESIL) in

December 2019. Mining commenced in 2021.

Baffinland

ArcelorMittal has a non-controlling interest at the associate Baffinland iron ore mine.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Mary River mine - open pit1, at production stage	Baffinland Iron Mines Corporation	Total mineral tenures cover an area of approximately 257,267 hectares ("ha"): mineral leases 37,814 ha mineral claims 212,843 ha exploration areas 6,610 ha	Located within the Arctic Circle on north Baffin Island, in the Qikiqtani Region of Nunavut, Canada, approximately 1,000 kilometers northwest of Iqaluit, the capital of Nunavut	The current renewal term expires August 26, 2034 at which point they will be renewed for a subsequent 21-year term pursuant to Section 62 of the Nunavut Mining Regulations	Products - Iron ore 2 Geology • Comprises five high grade deposits and six prospects, which represent high grade examples of Algoma-type iron formation consisting of magnetite, hematite and specular hematite mineralization. • The project began commercial production on Deposit No. 1 in 2014.	• Two main operating locations – the mine site at Mary River and Milne Port, located approximately 86 kilometers north-west of the mine site. • Mary River mine is self- sustaining and is equipped with an airstrip and aerodrome. It is a conventional open pit truck and shovel operation. • Ore is delivered to crushers before the crushed product is transported via the Tote road to Milne Port. • Milne Port has been fully developed to accommodate a 5 million-tonne ore stockpile, an ore dock, maintenance facility, and associated infrastructure for the operation of the port facilities.

1. In March 2011, ArcelorMittal acquired 70% of the Mary River mine project, with Nunavut Iron Ore Inc. (“NIO”), an affiliate of The Energy and Minerals Group (“EMG”),

owning the remaining 30%. In February 2013, ArcelorMittal and NIO entered into a joint arrangement and equalized their shareholdings at 50/50. Subsequently, following

equity funding commitments and conversion of preferred shares into equity, both exercised by NIO only, ArcelorMittal’s share over time decreased to 25.23% as of

December 31, 2020. In September 2020, the corporate structure was reorganized whereby NIO became the sole parent company of Baffinland, while ArcelorMittal together

with EMG became shareholders of NIO. Following this reorganization, ArcelorMittal retained its participation in the project and as of December 31, 2025, holds a 25.23%

interest in NIO.

2. Baffinland can only ship during the open water season (typically July to October), but may conduct haulage of ore to the port throughout the year.

Baffinland

In 2023 and 2024, Baffinland operated within an approved

Early Revenue Phase, which permitted up to 6.0 million tonnes

per annum to be hauled to and shipped from Milne Port. The

current permitting limit on trucking and shipping is 4.2 million

tonnes per annum.

Baffinland had approved a project involving the construction of

a railway to replace the existing truck-haul operation for the

transport of iron ore from Mary River to Milne Inlet, as well as

the expansion of mining, crushing and screening operations

and port ship loading capacity (the "Northern Rail Expansion").

On May 13, 2022, the Nunavut Impact Review Board (“NIRB”)

formally recommended that Baffinland’s proposed Northern

Rail Expansion not move forward at this time, citing potential

environmental impact concerns on the local wildlife and culture,

among other things. On November 16, 2022, the Minister of

Northern Affairs accepted the NIRB's recommendation and

rejected Northern Rail Expansion. Beginning in 2023,

Baffinland’s expansion activities and related capital

expenditures have been primarily directed toward expanding

the mining and processing operations at the Mary River mine

site and connecting the mine site south to the Steensby port

(for which it has already obtained the major permits) (the

“Steensby Expansion”). Baffinland continues to advance the

financing plans for the Steensby Expansion and expects the

overall financing process to conclude in the first half of 2026.

80

Management report

Vallourec Mineração Pau Branco Mine

In August 2024, ArcelorMittal completed the acquisition of a 28.4% equity stake (27.8% at December 31, 2025) in the associate

Vallourec.

Mine and mine type	Operator	Title, mineral rights, leases or options and acreage	Geographical location	Permit conditions	Product and geology	Processing plants and other available facilities
Pau Branco mine - open pit, exploration stage	Vallourec Tubos do Brasil SA (VBR)	See below.	Located in the city of Brumadinho in the State of Minas Gerais, Brazil, 30 kilometers south of Belo Horizonte.	See below.	Products - Iron ore Geology - Consists of hematite rich itabirite ore that is part of the iron formations within the Minas Supergroup, Quadrilátero Ferifero (Iron Quadrangle), Brazil.	• Mine concentrates and enriches the mined hematite ore via jigs, spirals and magnetic separators to a +60% Fe hematite product that it supplies to blast furnaces and the pellet plant of Vallourec's affiliates located at Jeceaba in Minas Gerais. • Jeceaba steel mill site is located 120 kilometers south of Belo Horizonte and consists of a premium rolling mill; a steel mill (with a blast furnace and electrical furnace), which supplies steel bars for production at the Jeceaba and Barreiro plants; a pellet unit that produces pellets used by the Jeceaba blast furnaces and the local Brazilian market; and finishing lines. • The Barreiro site is an integrated unit that combines production and hot rolling equipment for the tube finishing lines. • Beyond supplying Vallourec's own steel-making operation, the majority of the mine's iron ore production is also sold to external customers.

Vallourec extracts iron ore at its Vallourec Tubos do Brasil SA

(VBR) Pau Branco open pit mine and these operations and

structures are duly licensed. VBR's Mining Unit (formerly

Vallourec Mineração Ltda.) has been extracting iron ore at its

Pau Branco open pit mine since the early 1980s. The mining

operations were temporarily suspended in January 2022 due to

flooding and damage to the Cachoeirinha waste pile. However,

operations were partially restarted in May 2022. Vallourec

requested the state mining and environmental authorities to

release the pile fully in the fourth quarter of 2022. In May 2023,

the Pau Branco iron ore mine resumed production levels after

receiving permits to operate the Cachoeirinha waste pile.

The Pau Branco mine is classified as an “exploration stage

property”, as that term is defined under S-K 1300, because no

proven or probable mineral reserves have been determined in

accordance with S-K 1300. As a result and even though the

Pau Branco mine has produced iron ore historically and is

expected to continue such production, the mine will remain

classified as an “exploration stage property”, as that term is

defined under S-K 1300, until such time as proven or probable

mineral reserves have been determined and disclosed in

accordance with S-K 1300. ArcelorMittal cannot guarantee that

proven or probable mineral reserves will be determined and

disclosed in accordance with S-K 1300 for the Pau Branco

mine.

Estimates of Iron Ore Mineral Reserves and Mineral

Resources

For the meanings of certain technical terms used in this annual

report, see “Glossary - definitions, terminology and principal

subsidiaries”.

The mineral reserve and resource estimates have been

prepared in accordance with S-K 1300 and Society for Mining,

Metallurgy & Exploration (SME) Guide for Reporting

Exploration Information, Mineral Resources, and Mineral

Reserves (The "SME Guide").

The estimates of mineral resources and mineral reserves at the

Company’s mines and projects and the estimates of the mine

life included in this report have been prepared by qualified

persons, in accordance with the guidelines for mining property

disclosure requirements in accordance with S-K 1300.

Qualified persons are either employees of ArcelorMittal or third

parties or employees of a third party who are not affiliates of

ArcelorMittal, and neither such third parties or their employers

has an ownership, royalty or other interest in the property for

which they have estimated mineral reserves or mineral

resources. No qualified persons have been employed on a

contingent basis.

Only measured and indicated mineral resources, where the

level of geological certainty associated was sufficient to allow a

81

Management report

qualified person to apply modifying factors in sufficient detail to

support mine planning and evaluation of the economic viability

of the deposit, were converted to proven or probable mineral

reserves for each of the mineral properties under the summary

disclosure.

The 2025 mineral resource and mineral reserve estimates at

the AMMC mining property have been prepared by qualified

persons who are employees of ArcelorMittal.

The 2025 mineral resource and reserve estimates for the Las

Truchas mine (consolidated as Mexico, excluding Peña

Colorada in the tables below) were prepared by qualified

persons of SLR Consulting (Canada) Ltd. Mineral resource and

reserve estimates for the Peña Colorada mine have been

prepared by qualified persons who are employees of Peña

Colorada.

The 2025 mineral resource and reserve estimates for the

Andrade and Serra Azul mines (consolidated as Brazil in the

tables below) were prepared by qualified persons who are

employees of ArcelorMittal.

The mineral resource and reserve estimates for the AMKR

(Ukraine) open pit and underground operations as of

December 31, 2025 were prepared by a qualified person of

LLC "KAI" with the support of the AMKR team.

For 2025, mineral resource and reserve estimates for the

Thakurani and Ghoraburhani – Sagasahi mines (India in the

tables below) were prepared by qualified persons of DMT

Consulting Private Limited.

AML's 2025 mineral resources and mineral reserves were

estimated by qualified persons who are employees of

ArcelorMittal.

In 2025, a qualified person of SLR Consulting (Canada) Ltd

updated the mineral resources estimate for the Vanderbijl pit at

Thabazimbi (South Africa in tables below). Estimates of mineral

reserves are not reported in 2025 for AMSA's iron ore

operation Thabazimbi.

The mineral resources and reserves for the Mary River Mine

(Baffinland in the tables below) as of December 31, 2025 were

calculated by annual depletion method by qualified persons

who are employees of Baffinland Iron Mines based on the

original estimates of a qualified person of SLR Consulting

(Canada) Ltd.

The point of reference of reporting all of ArcelorMittal's mineral

resources and reserves in the tables below is in situ for

resources and the point of delivery of the ROM material to the

processing plant for reserves. All material is reported on a wet

basis and grades on a dry basis. The effective date for

reporting of all mineral resources and reserves is December

31, 2025.

For each of the mining operations under the summary

disclosure, economic viability of the declared mineral reserves

has been determined by the qualified persons using a

discounted cash flow analysis, demonstrating that extraction of

the mineral reserve is economically viable under reasonable

investment and market assumptions. The estimated mine life

reported in this table corresponds to the duration of the

production schedule of each operation based on the 2025

year-end iron ore reserve estimates only. The production varies

for each operation during the mine life and as a result the mine

life is not the total reserve tonnage divided by the 2025

production. Mine life of each operation is derived from the life

of mine plans and corresponds to the duration of the mine

production scheduled from mineral reserve estimates only. The

demonstration of economic viability is established through the

application of a life of mine plan for each operation or project

providing a positive net present value on a cash-forward

looking basis, considering the entire value chain. Economic

viability is demonstrated using forecasts of operating and

capital costs based on historical performance, with forward

adjustments based on planned process improvements,

changes in production volumes and in fixed and variable

proportions of costs, and forecasted fluctuations in costs of raw

material, supplies, energy and wages. Mineral reserve

estimates are updated annually in order to reflect new

geological information and current mine plan and business

strategies. The Company’s reserve estimates are of in-place

material after adjustments for mining depletion and mining

losses and recoveries, with no adjustments made for metal

losses due to processing. For a description of risks relating to

reserves and reserve estimates, see “Introduction—Risk

Factors and Control—Risk factors—Risks related to

ArcelorMittal’s operations".

The reported iron ore reserves contained in this report do not

exceed the quantities that the Company estimates could be

extracted economically if future prices were at similar levels to

the average contracted price for the three years ended

December 31, 2025. The Company establishes optimum

design and future operating cut-off grade based on its forecast

of commodity prices, adjusted for local market conditions,

freight, inland logistics costs, and final product value in use

premiums/penalties, and operating and sustaining capital

costs. The cut-off grade varies from operation to operation and

during the life of each operation in order to optimize cash flow,

return on investments and the sustainability of the mining

operations. Such sustainability in turn depends on expected

future operating and capital costs. Estimates of reserves and

resources can vary from year to year due to the revision of

mine plans in response to market and operational conditions, in

particular market price. See “Introduction—Risk Factors and

Control—Risk factors—Risks related to ArcelorMittal’s

operations—ArcelorMittal’s reserve and resource estimates

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Management report

may materially differ from mineral quantities that it may be able

to actually recover; ArcelorMittal’s estimates of mine life may

prove inaccurate; changes in iron ore prices, operating and

capital costs and other assumptions used to calculate these

estimates may render certain reserves and resources

uneconomical to mine.”

To ensure that mineral resource estimates for all mines satisfy

the requirements for reasonable prospects for economic

extraction ("RPEE") requirement, reasonable technical and

economic factors were considered by qualified persons in the

process of derivation of the ultimate mineral resource pit shells

or underground constraining wireframes and other spatial

controls used to constrain the mineralization. Factors used are

current, considered to be reasonably developed, and are

based on generally accepted industry practice and experience.

Tonnage and grade estimates are reported as ‘Run of Mine’.

Tonnage is reported on a wet metric basis. Metallurgical

recoveries are accounted for in the concentrate tonnes

calculation based on historical processing data and are

variable as a function of head grade.

ArcelorMittal owns less than 100% of certain mining

operations; mineral reserve and mineral resource estimates

have been adjusted to reflect ownership interests and therefore

reflect the portion of total estimated mineral reserves and

resources of each mine attributable to ArcelorMittal as per the

Company’s ownership interest in each mine at December 31,

2025.

The classification of the iron ore reserve estimates as proven

or probable reflects the variability in the mineralization at the

selected cut-off grade, the mining selectivity and the production

rate and ability of the operation to blend the different ore types

that may occur within each deposit.

The following table summarizes ArcelorMittal’s mineral reserve

estimates as of December 31, 2025 in the aggregate, and by

commodity and country and for certain individual properties

(each property containing 10% or more of ArcelorMittal’s

combined mineral reserves and certain properties containing

less). Mineral reserve quantities are rounded to million tonnes.

Unless indicated otherwise below, for the purpose of

determining iron ore mineral reserves, ArcelorMittal has used a

long-term iron ore reference price of $80 per tonne for 62% Fe

fines, based on supply/demand fundamentals and industry cost

curve adjusted upwards or downwards for mine specific factors

and further adjusted for grade, logistics, and other adjustments.

Iron Ore		% of Ownership Interest11		Proven Mineral Reserves			Probable Mineral Reserves			Total Mineral Reserves
				Millions of Tonnes	% Fe 1		Millions of Tonnes	% Fe 1		Millions of Tonnes	% Fe 1
Canada				1,607	30.9		201	42.2		1,808	32.2
AMMC 2		85.0		1,519	29.0		125	28.9		1,644	29.0
Baffinland3		25.2		88	64.3		76	63.8		164	64.1
Mexico				74	23.7		124	23.3		198	23.5
Mexico (Excluding Peña Colorada) 4		100.0		21	32.4		61	27.6		82	28.9
Peña Colorada - Mexico5		50.0		53	20.3		63	19.2		116	19.7
Brazil6		100.0		170	46.1		256	37.5		426	41.0
Ukraine				57	35.2		417	34.1		474	34.2
Ukraine Open Pit7		95.1		53	34.0		407	33.6		460	33.6
Ukraine Underground8		95.1		4	52.6		10	55.0		14	54.3
South Africa		100.0		—	—		—	—		—	—
Liberia9		85.0		80	48.9		676	41.6		756	42.4
India10		60.0		—	—		66	62.4		66	62.4
Total Iron Ore				1,988	32.8		1,740	38.8		3,728	35.6

1. Unless stated otherwise, % Fe represents total Fe content for all sites except Peña Colorada where it represents magnetic Fe content only.

2. Mineral reserves for AMMC are estimated at a cut-off grade of 15% and a mass recovery of 32.3%, for a life of mine of 26 years.

3. Mineral reserves for Baffinland are estimated based on a long-term iron ore price of $102.8 per tonne for 62% Fe fines CFR North China, at a cut-off grade of 55% and a

mass recovery of 100%, for a life of mine of 22 years.

4. Mineral reserves for Las Truchas are estimated at a cut-off grade of 10% Fe magnetic. The Fe recovery of Fe magnetic is 90%, for a life of mine of 12 years. There are

currently on-going land disputes on parts of the property, having potential impact of surface right for the Las Truchas operations. The affected Mineral Reserves represent

37% of the total estimated Mineral Reserves and were downgraded from Proven Mineral Reserves to Probable Mineral Reserves where applicable.

5. Mineral reserves for Peña Colorada are estimated at the cut-off grade of 10% Fe magnetic. The average Fe recovery for the mineral reserves is 71.2% based on Fet

metallurgical recovery, for the life of mine of 16 years.

6. Mineral reserves for Serra Azul are estimated at 29% Fe cut-off grade and a mass recovery of 44%, for a life of mine of 31 years. Mineral reserves for Andrade are

reported at a cut-off grade of 20% Fe and 77.3% mass recovery at average, for a life of mine of 45 years.

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Management report

7. Mineral reserve for Ukraine Open Pit is estimated at an average mass recovery of 38.9%. Cut-off grade applied at Novokryvorizke and Valyavkinske deposit is 12% Fe

and 16% Fe, respectively. Life of mine considered for the two pits combined is 20 years.

8. Mineral reserve for Ukraine Underground mine is estimated based on a price of $59.8 per tonne of product calculated based on assumptions of a non-marketable material

supplied to its integrated steel plant, at cut-off grade of 51.6% Fe and a mass recovery of 100%, for a life of mine of 20 years.

9. Mineral reserves for Liberia are estimated at a cut-off grade of 40% Fe, with an average mass recovery of 56.9% for the oxide and transitional material, and at a 30% Fe

cut-off grade and a mass recovery of 43.2% for all fresh material, for a life of mine of 30 years.

10. Mineral reserves for Thakurani and Ghoraburhani – Sagasahi are estimated using a long-term iron ore price of $42 per tonne based on IBM (Indian Bureau of Mines) ten

years forecasted price; Mineral reserves for Thakuranii are estimated at 55% Fe cut-off grade and a mass recovery of 95%, for the 9-year life of mine. Mineral reserves for

Ghoraburhani – Sagasahi are estimated at 55% Fe cut-off grade and a mass recovery of 88.49%, for the 11-year life of mine.

11. As per S-K 1300, reported mineral reserves as of December 31, 2025 reflect ArcelorMittal's ownership interest at each individual business unit.

The following table summarizes ArcelorMittal’s mineral

resource estimates as of December 31, 2025 in the aggregate,

and by commodity and country and for certain individual

properties (each property containing 10% or more of

ArcelorMittal’s combined measured and indicated mineral

resources and certain properties containing less). Mineral

resource quantities are rounded to million tonnes. The reported

mineral resources reflect ArcelorMittal's ownership interest at

each individual business unit and are reported, exclusive of

mineral reserves, on a wet basis. Mineral resource quantities

are rounded to million tonnes. Iron ore mineral resources are

estimated based on the same long-term price forecast used for

reserves, adjusted based on the applicable revenue factor and

adjusted upwards or downwards for mine specific factors and

further adjusted for grade, logistics, likely mining dimensions,

location and other modifying factors with the assumed and

justifiable technical and economic conditions to show

reasonable prospects for economic extraction.

Iron Ore		% of Ownership Interest12		Measured Mineral Resources			Indicated Mineral Resources			Measured & Indicated Mineral Resources			Inferred Mineral Resources
				Millions of Tonnes	% Fe 1		Millions of Tonnes	% Fe 1		Millions of Tonnes	% Fe 1		Millions of Tonnes	% Fe 1
Canada				1,636	27.1		1,640	29.0		3,276	28.1		1,877	29.0
AMMC 2		85.0		1,636	27.1		1,637	28.9		3,273	28.0		1,794	27.4
Baffinland3		25.2		—	62.1		3	63.0		3	62.9		83	64.3
Mexico				29	26.4		95	28.2		124	27.8		12	29.4
Mexico (Excluding Peña Colorada) 4		100.0		12	29.6		59	32.6		71	32.1		11	30.3
Peña Colorada - Mexico5		50.0		17	24.2		36	20.9		53	22.0		1	19.3
Brazil6		100.0		88	51.3		184	48.2		272	49.2		104	40.3
Ukraine				79	33.1		401	34.6		480	34.3		38	52.9
Ukraine Open Pit7		95.1		77	32.5		387	33.8		464	33.6		6	36.8
Ukraine Underground8		95.1		2	56.6		14	56.6		16	56.6		32	55.9
South Africa9		100.0		—	—		89	52.0		62	52.0		71	50.0
Liberia10		85.0		—	43.2		1,064	38.2		1,064	38.2		715	37.8
India11		60.0		—	—		48	56.6		48	56.6		63	61.7
Total Iron Ore				1,832	28.5		3,521	34.3		5,327	32.3		2,880	33.2

1. Unless stated otherwise, % Fe represents total Fe content for all sites except Peña Colorada where it represents magnetic Fe content only.

2. Mineral resources for AMMC are estimated at a cut-off grade of 15% Fe for Mont-Wright and Fire Lake; a cut-off of 15% WREC was applied for Mont-Reed.

3. Mineral resources for Baffinland are estimated at a cut-off grade of 55% and a mass recovery of 100%.

4. Mineral resources for Las Truchas are estimated at a cut-off grade of 10% Fe magnetic and Fe recovery of 90%.

5. Mineral resources for Peña Colorada are estimated at a cut-off grade of 10% Fe magnetic.

6. Mineral resources for Serra Azul are estimated at 29% Fe cut-off grade, and mineral resources for Andrade are reported at a cut-off grade of 20% Fe.

7. Mineral resources for Ukraine Open Pit are estimated at a cut-off grade at Novokryvorizke and Valyavkinske deposit of 12% Fe and 16% Fe, respectively.

8. Mineral resources for Ukraine Underground mine are estimated based on assumptions of a non-marketable material supplied to its integrated steel plant, at a cut-off

grade of 51.6% Fe and a mass recovery of 100%.

9. Mineral resources for Thabazimbi are estimated at a 40% Fe cut-off grade and metallurgical recovery of 60%.

10. Mineral resources for Liberia are estimated at a cut-off grade of 40% Fe, with an average mass recovery of 56.9% for the oxide and transitional material, and at a 30% Fe

cut-off grade and mass recovery of 43.2% for all fresh material.

11. Mineral resources for Thakurani mine and Ghoraburhani – Sagasahi mine are estimated at a 45% Fe cut-off grade and a mass recovery of 95% and 88.49%, respectively.

12. As per S-K 1300, reported mineral resources as of December 31, 2025 reflect ArcelorMittal's ownership interest at each individual business unit.

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Management report

Cautionary note concerning mineral reserve and mineral

resource estimates: With regard to ArcelorMittal’s reported

resources, investors are cautioned not to assume that any or

all of ArcelorMittal’s mineral deposits that constitute either

‘measured mineral resources’, ‘indicated mineral resources’ or

‘inferred mineral resources’ (estimated in accordance with S-K

1300 and the SME Guide) will ever be converted into mineral

reserves. There is a reasonable level of uncertainty as to the

existence of ‘inferred mineral resources’ and their economic

and legal feasibility, and it should not be assumed that any or

all of an ‘inferred mineral resource’ will be upgraded to a higher

category.

Internal Controls

ArcelorMittal mining and exploration properties employ robust

quality control and quality assurance processes and

procedures to ensure the validity and integrity of data utilized in

the estimation of mineral resources and mineral reserves.

ArcelorMittal has developed an Orebody Knowledge and

Management Framework, comprising a comprehensive set of

internal guidelines and management standards that govern the

resource and mining activities conducted at its properties. The

framework and its associated documents describe the systems

and processes to be developed and implemented at

ArcelorMittal properties to effectively manage activities and

data for the estimation and mining of its mineral resources and

reserves. This framework and its associated documents are

compiled and managed by a centralized corporate team of

experienced and qualified technical experts and are reviewed

and updated on a regular basis.

To increase rigor over internal controls and ensure the integrity

of its reported mineral resource and mineral reserve

disclosures, ArcelorMittal implements Quartex's (former K2fly)

Mineral Resource Governance and Model Manager platforms

globally. This has enabled enhanced control over the

consolidation of the Company’s mineral resource and reserves

disclosures. The Quartex solutions were deployed in 2024 after

a successful implementation and configuration into the

ArcelorMittal global mining portfolio and are being used in

conjunction with Regulation SK-1300 reporting.

Databases are compiled and managed by experienced

personnel engaged directly by the operating entities and

business units, following documented procedures. Sample data

derived from activities such as, but not limited to, exploration

drilling and field sampling, is subject to thorough sample

security and integrity protocols, field and laboratory quality

assurance and quality control processes, and data validation

procedures.

Field quality control processes and procedures will vary based

on the specific nature of the drilling or sampling program, but

will nominally include the use of duplicate samples, blank

control samples and certified reference materials. Samples

processed and analyzed at internal and external laboratories

are subject to additional laboratory quality control processes

including, but not limited to, duplicate samples and certified

reference materials. Data verification workflows are employed

for each program to ensure the quality and integrity of all data

incorporated into the databases.

Historical data is subject to rigorous verification processes prior

to inclusion in resource estimation databases. These

procedures can include, but are not limited to, external

database validation by independent parties, internal database

audits, and spatial and statistical analyses. Where historical

data cannot be verified to the satisfaction of the relevant

qualified person, it is excluded from the databases used in the

estimation processes.

Where applicable, all mineral resource and mineral reserve

estimates are reconciled against mine production data and

operational results. Geological interpretations and estimation

parameters are updated, and modifying factors, cost and price

assumptions are validated and adjusted.

There are inherent risks associated with all mineral resource

and mineral reserve estimations. See "Introduction—Risk

Factors and Control—Risk factors—Risks related to

ArcelorMittal's operations".

OPERATING AND FINANCIAL REVIEW

Key factors affecting results of operations

Overview

The steel industry, and the iron ore and coal mining industries,

which provide its principal raw materials, have historically been

highly cyclical. They are significantly affected by general

economic conditions, consumption trends as well as by

worldwide production capacity and fluctuations in international

steel trade and tariffs. This is due to the cyclical nature of the

automotive, construction, machinery and equipment and

transportation industries that are the principal consumers of

steel.

In 2022, the global economy was adversely affected by supply

chain issues, high inflation, consequential tightening of

monetary policy and Russia’s invasion of Ukraine (itself

aggravating inflationary pressures, particularly in the energy

sector). All these shocks weighed on growth in ArcelorMittal’s

core developed markets (EU, U.S.), with a negative impact on

steel demand and pricing. During 2023 and 2024, the lagged

impact of monetary tightening and weak real steel demand

weighed on prices in the core developed markets, negatively

impacting ArcelorMittal’s profitability. In 2025, heightened

uncertainty, particularly trade-related, negatively impacted the

global economy. However, despite subdued growth in real steel

demand in core developed markets, steel prices were

85

Management report

supported by improved trade protection – most notably in the

U.S., followed by the EU toward the end of the year. 

The European market significantly impacts the Company's

prospects, and economic growth has been lackluster in 2023

and 2024, with industrial recession leading to continued

contraction in manufacturing output. In 2025, there was limited

improvement as economic growth remained sluggish, with

industrial activity stagnating at weak levels. European industrial

sectors were negatively impacted not only by heightened

uncertainty but also weakening exports, particularly in the

automotive sectors due to specific U.S. section 232 tariffs.

While increased fiscal spending in Germany over the next 5

years targeting infrastructure is supportive of steel demand,

implementation delays meant there was limited impact in 2025.

Despite the subdued demand environment, higher imports in

the fourth quarter ahead of CBAM and trade tool

implementation led to some restocking. Over medium term,

higher fiscal spending from Germany, particularly on

infrastructure and to lesser extent, defence spending and data

center expansion, is expected to support steel demand.

In the U.S., average effective tariffs rose to approximately 15%

by the end of 2025, from only 2% in 2024. However, the

inflationary impact of tariffs was contained (due to front-loading

activity and re-routing), and the Federal Reserve resumed

cutting interest rates in September 2025. Economic growth was

supported by resilient domestic consumption and strong high-

tech investment, which offset some negative impacts from

heightened uncertainty. While manufacturing output remained

resilient due to the delayed tariff impact on demand, higher-for-

longer interest rates and elevated uncertainty negatively

impacted the construction sector, particularly real estate,

partially offset by stronger infrastructure activity. Combined with

stronger activity in the energy sector, steel demand for long

steel products including pipe and tubes outperformed flat steel

products. Resilient demand, alongside section 232 tariffs of

50% that significantly reduced imports, supported strong prices

in the U.S.

The Company has significant sales in emerging markets.

Demand in some markets, such as Brazil, rebounded during

2024 to well above pre-pandemic levels. However, inflation has

accelerated in these markets, driven by resilient domestic

demand and looser fiscal policy. In 2025, with inflation in Brazil

at 5% and above the target range (1.5% to 4.5%), interest

rates were raised sharply during the first half of 2025 and kept

at elevated levels for the remainder of 2025. Higher interest

rates negatively impacted economic activity, leading to limited

growth in steel demand in Brazil. In addition, Chinese imports

into Brazil surged over 2025 due to insufficient trade protection

putting downward pressure on pricing, and the Section 232

measures have negatively affected Brazil through their impact

on price realization, which has negatively impacted exports of

Brazil.

Another important market for the Company is India, where

steel demand has grown strongly by approximately 10% on

average since 2022. In 2025, while steel demand growth

slowed slightly due to more stringent fiscal deficit targets

constraining government spending on infrastructure projects,

the steel demand environment remained robust. In the medium

term, India is expected to continue to show healthy growth in

steel demand, supported by strong domestic factors such as

population growth.

Historically, demand dynamics in China have also substantially

affected the global steel business, mainly due to significant

changes in net steel exports. Continued weakness in Chinese

steel demand, coupled with relatively ample domestic supply,

has seen net Chinese crude flat steel exports increase from 3.4

million tonnes per month during 2022, to 5.2 million per month

during 2023, 6.1 million tonnes per month during the first half of

2024 and reaching record highs of 6.6 million tonnes per month

during the second half of 2024. In 2025, Chinese steel demand

remained weak as the property correction continued, though

weaker real estate sector's steel demand was partially offset by

infrastructure spending and resilient manufacturing sectors.

Despite higher U.S. section 232 tariffs, these sectors benefitted

from front-loading of ex-China demand and export re-routing.

As a result, despite lower steel production as reported by the

National Bureau of Statistics ("NBS"), net Chinese crude flat

steel exports remained high, averaging approximately 6.3

million tonnes per month during 2025. While the 2026 outlook

for domestic demand remains largely dependent on the timing

and scale of the government stimulus to support growth,

Chinese overcapacity and the need to export is expected to

persist across most industries. Moreover, the Company

continues to expect Chinese steel demand to decline in the

medium-term, as infrastructure spending has been front-loaded

and real estate demand is expected to weaken structurally due

to lower levels of rural-to-urban migration. If the expected

decline in demand does not coincide with renewed capacity

closures, this could result in steel exports from China

remaining at or above current peak levels and have a negative

impact on global steel prices and spreads.

Unlike many commodities, steel is not completely fungible due

to wide differences in its shape, chemical composition, quality,

specifications and application, all of which affect sales prices.

Accordingly, there is still limited exchange trading and uniform

pricing of steel, whereas there is increased trading of steel raw

materials, particularly iron ore. Commodity spot prices can

vary, which causes sales prices from exports to fluctuate as a

function of the worldwide balance of supply and demand at the

time sales are made.

86

Management report

ArcelorMittal’s sales are made based on shorter-term purchase

orders as well as some longer-term contracts to certain

industrial customers, particularly in the automotive industry.

Steel price surcharges are often implemented on steel sold

pursuant to long-term contracts to recover increases in input

costs. However, longer term contracts with low steel prices will

not reflect increases in spot steel prices that occur after

contract negotiation; similarly low contract prices (if contract

pricing is renegotiated when steel prices are low, for example,

steel contracts that reset annually) will continue to affect results

even as spot steel prices increase. Spot market steel, iron ore

and coal prices and short-term contracts are more driven by

market conditions. 

One of the principal factors affecting the Company’s operating

profitability is the relationship between raw material prices and

steel selling prices. Profitability depends in part on the extent to

which steel selling prices exceed raw material prices, and

specifically the extent to which changes in raw material prices

are passed through to customers in steel selling prices.

Complicating factors include the extent of the time lag between

(a) the raw material price change and the steel selling price

change and (b) the date of the raw material purchase and of

the actual sale of the steel product in which the raw material

was used (average cost basis). In recent periods, steel selling

prices have not always been correlated with changes in raw

material prices, although steel selling prices may also be

impacted quickly due in part to the tendency of distributors to

increase purchases of steel products early in a rising cycle of

raw material prices and to hold back from purchasing as raw

material prices decline. With respect to (b), as average cost

basis is used to determine the cost of the raw materials

incorporated, inventories must first be worked through before a

decrease in raw material prices translates into decreased

operating costs. In some of ArcelorMittal’s segments, in

particular Europe and North America, there are several months

between raw material purchases and sales of steel products

incorporating those materials. Although this lag has been

reduced in recent years by changes to the timing of pricing

adjustments in iron ore contracts, it cannot be eliminated and

exposes these segments’ margins to changes in steel selling

prices in the interim (known as a “price-cost squeeze”). This

lag can result in inventory write‑downs, as seen in 2022 when

steel prices fell sharply. In addition, steel prices can decline

more quickly than raw material costs, a pattern observed

multiple times in the past. In 2022, steel spreads—particularly

in Europe—were compressed by elevated energy prices,

especially for gas, and by destocking among stockists and

end‑users in the second half of the year, which reduced the

Company’s deliveries and profitability.

The fourth quarter of 2022 marked the peak of the destocking

cycle, with inventory levels across ArcelorMittal’s key markets

falling to low levels. As destocking eased in the first quarter of

2023, apparent demand recovered from the fourth‑quarter

lows, supporting a rebound in steel prices and spreads.

However, as economic growth weakened across the

Company’s core developed markets—due to the lagged effects

of interest‑rate increases—elevated steel prices and spreads

unwound during the second and third quarters of 2023. This

pressured results in the third and fourth quarters of 2023, given

the significant lag between transactions and deliveries,

particularly for flat products. Prices and spreads in the

Company’s core markets remained relatively weak through

2024 as apparent demand stabilized at historically low levels in

both Europe and the United States. In 2025, however, despite

a subdued demand environment, prices and spreads in the

Company's core markets were supported by trade protection,

especially in the U.S.

Volatility on steel margins aside, the results of the Company’s

Mining segment (which sells externally as well as internally)

are directly impacted by iron ore prices. See "—Raw materials

—Iron ore". The Company believes current prices are

unsustainable over the medium term, if as expected, Chinese

steel demand weakens further, which would lead to further falls

in iron ore prices and negatively impact ArcelorMittal’s

revenues and profitability. See also “Introduction—Risk Factors

and Control—Risk factors—Risks related to the global

economy and the mining and steel industry—Prolonged low

steel and (to a lesser extent) iron ore prices, low steel demand

and/or steel/iron ore oversupply would have an adverse effect

on ArcelorMittal’s results of operations, cash flows and financial

position.”

Economic environment

Over the last several years, the global economy has

undergone several negative shocks, starting from the

COVID-19 disruption in 2020-21, followed by subsequent high

inflation and elevated interest rates environment in 2022-23,

particularly in developed economies. In 2024, the global

economy started to stabilize, with GDP growth holding steady

at 2.8% as disinflation continued, allowing major central banks

to start cutting interest rates. In 2025, despite higher trade

barriers and significant policy uncertainty, particularly from U.S.

tariff policy, the global economy has been resilient and GDP

growth is estimated at 2.9% year-on-year. Front-loading of

goods production and trade ahead of the introduction of higher

tariff rates, in addition to trade rerouting, was a key supporting

factor in the early part of the year. Easier global financial

conditions as most central banks continue to cut interest rates,

in addition to supportive fiscal spending in major economy such

as the U.S. and Germany, real income growth, and strong AI-

related investments in some countries, particularly the United

States, are all providing broader support for demand. These

factors offset headwinds stemming from the gradual

implementation of new trade policy barriers, still-elevated policy

uncertainty, and declining residential investment.

87

Management report

Despite a period of high inflation and high interest rates, U.S.

GDP growth was resilient at 2.9% in 2023 and 2.8% in 2024,

as loose fiscal spending supported both household

consumption and public investment. In 2025, the U.S. tariffs

and policy implementation led to heightened uncertainty,

particularly during the first half of 2025 when the U.S.

“Liberation” tariff was announced in April. However, the actual

impact of the tariffs was more contained due to front-loading

and rerouting of imports, as well as successful bilateral

negotiations during the second half of the year that rolled back

some tariffs. The direct economic impact of tariffs on inflation

has been limited, partly due to front-loaded demand and

restrained price pass-through to consumers. However, initial

concerns about the potential impacts of tariffs on inflation led

the U.S. Federal Reserve to keep interest rates at elevated

levels (4.25%-4.5%) until it resumed cutting rates in the fourth

quarter of 2025. Higher-for-longer interest rates, together with

prolonged uncertainty, negatively affected private investment

by prompting businesses to adopt a "wait-and-see" until there

is more clarity for capital deployment. An exception has been

strong growth in AI-driven investments. Overall, GDP growth is

estimated to have slowed to around 2% in 2025. With the

average effective U.S. tariff rising to 14% by end of 2025 from

2% in 2024, the impact of tariffs is likely to continue in 2026.

Since the Russian invasion of Ukraine in 2022, EU economies

have stagnated at weak levels due to high inflation which led to

increased interest rates in 2023 and 2024, negatively impacted

household consumption and investment. From 3.6% in 2022,

GDP growth slowed to 0.5% in 2023 and 1% in 2024. High

interest rates and prices, particularly energy prices, affected

European industrial sectors more severely than other parts of

the economy, causing major export-oriented economies such

as Germany to experience GDP contraction in both 2023 and

2024. In 2025, growth remained lackluster with only marginal

improvement, as industrial activity continued to stagnate at

weak levels and U.S. tariffs, policy uncertainty, and a stronger

euro negatively impacted exports and investment. To support

growth, the European Central bank ("ECB") continued cutting

interest rates to 2.15%. Although Germany's fiscal spending

plan for 2025-29 is substantial, implementation bottlenecks

have delayed the positive impact of fiscal easing, which is

focused on infrastructure. As a result, GDP growth in 2025 is

estimated to have remained subdued at around 1.5%.

China’s economy has remained resilient despite the ongoing

property sector downturn since 2022, as government fiscal

spending has supported domestic investment, coupled with

strong exports, which have been the main growth driver.

Lackluster domestic consumption, combined with excess

manufacturing capacity, resulted in very low inflation in 2023

and 2024. From 3% growth in 2022, GDP growth remained

steady at 5.4% in 2023 and 5% in 2024. In 2025, despite

higher US tariffs on Chinese export, exports have remained

resilient due to trade-flow rerouting. Meanwhile, domestic

weakness in the real estate sector persists, with residential

sales and starts remained sluggish and at low levels. The

Chinese government has continued with fiscal support, mainly

by boosting infrastructure investment, with a smaller share

directed toward household consumption via government

subsidies. While low inflation prompted the government’s anti-

involution campaign to curb overcapacity during the second

half of 2025, weak domestic demand has kept inflation muted.

As a result, the dual trend of stronger manufacturing and

infrastructure activity offsetting real estate weakness continued

in 2025, further bifurcating the economy. With growth engines

remaining centered around investment and export, similar to

the last 2 years, GDP growth in 2025 is expected to remain

stable at around 5%.

In Brazil, after growing around 3% annually over the last 3

years, economic activity started to slow in 2025, particularly

during the second half of the year. This was due to the Central

Bank tightening monetary policy amid persistently high

inflation, raising the key policy rate to 15% in July 2025 and

keeping it steady during the second half (up from 11.25% in

November 2024). Both retail sales and industrial production

stagnated, while investment was negatively impacted by high

interest rates. As a result, GDP growth slowed to 2.6% in 2025.

In contrast, India continues to experience robust growth, and

GDP is expected to grow by 7.7% in 2025, following 6.7% in

2024. Private consumption remained the main growth driver, in

addition to strong public investment focused on infrastructure

spending. With inflation contained at around 2%, interest rates

were cut throughout the year, declining to 5.5% from 6.75% at

the end of 2024. Coupled with lower interest rates supporting

investment, GDP growth is expected to remain robust in 2026.

After global apparent steel consumption (“ASC”) increased by

over 3% in 2021 as the global economy rebounded post-

pandemic, ASC declined by over 2% in 2022 due to weaker

demand from China caused by COVID-19 restrictions, as well

as weaker ex-China ASC due to a destocking cycle. Global

ASC was broadly stable in 2023 and 2024, as the continued

decline in China ASC, caused by the property correction, was

offset by further ASC growth in ex-China. In 2025, the dynamic

between China and ex-China remained. China ASC is

estimated to have declined by approximately 2% year-on-year,

driven by continued contraction in real estate steel demand,

only partially offset by infrastructure and manufacturing activity

supported largely by exports. Meanwhile, ex-China ASC growth

is estimated approximately at 1.5% year-on-year in 2025.

Growth in ex‑China continued to be supported by developing

markets, also estimated at roughly 1.5% year‑on‑year in 2025,

particularly India, where ASC growth is estimated at 8%

year‑on‑year. By contrast, after declining since 2022, steel

demand in developed markets started to stabilize, with ASC

estimated to be only slightly weaker than in 2024, as weaker

88

Management report

ASC in “Developed Asia” (including in particular Japan, South

Korea and Taiwan) was offset by ASC growth in the U.S. and,

to a lesser extent, the EU. Overall, with weaker China demand

offset by growth in ex-China, global ASC is estimated to have

remained broadly stable in 2025. In 2026, in the absence of

renewed shocks from tariffs or conflicts, global ASC growth is

expected to improve gradually, as demand is supported by

fading uncertainty, increased fiscal spending (such as U.S.,

Germany and China) and lagged positive impact from lower

interest rates.

Source: GDP and industrial production data and estimates sourced from Oxford

Economics Jan 19, 2026.  ASC data for U.S. from American Iron and Steel

Institute (AISI) to Nov 2025, estimates for Dec 2025. ASC data for Brazil from

Brazilian Steel Institute to Dec 2025. ASC data for EU27 from Eurofer to Nov

2025, estimates for Dec 2025. ASC data for India from Joint Plant Committee

(Indian government primary agency, under Ministry of Steel) to Nov 2025,

estimate for Dec 2025. All estimates are internal ArcelorMittal estimates.

Steel production 

After global production declined to 1.88 billion tonnes in 2022

as compared to 2021, production was broadly stable in 2023.

In 2024, production declined marginally by approximate 1%

year-on-year, largely driven by lower production in China. Ex-

China production was more stable, as stronger production in

developing markets ex-China offset weaker production in

developed markets. See “Introduction—Risk Factors and

Control—Risk factors—Risks related to ArcelorMittal's

operations—Disruptions to ArcelorMittal’s manufacturing

processes and mining operations caused for example by

equipment failures, natural disasters, accidents, explosions,

epidemics or pandemics, geopolitical conflicts or extreme

weather events could adversely affect its operations, customer

service levels and financial results and liabilities”.

This trend continued in 2025. Overall, global steel production in

2025 declined by approximately 2% year-on-year. This largely

reflects the reportedly lower steel production in China, where

official NBS data publication indicated a decline of

approximately 4.5% year-on-year, reflecting weaker domestic

demand as the property-sector correction since 2022

continues, leading to significant Chinese steel exports.

Meanwhile, world ex-China steel production increased

marginally by almost 1% year-on-year, despite stronger steel

production in developing ex-China where outputs rose by 3%,

including an approximate 11% increase in India. Growth in

developing ex-China steel production was partially offset by

weaker production in developed markets, where production

declined by 2% year-on-year. This was driven largely by

continued production declines in Developed Asia

(approximately 4.5%) due to weak domestic steel demand in

Japan and South Korea, as well as high export volumes from

China. Meanwhile, production in the Company’s major

markets, the EU and the U.S., was broadly stable year-on-year,

as lower production in the EU (approximately 2% year-on-year

decline) was offset by higher production in the U.S. (about 3%

year-on-year increase)

Source: Steel production data are compiled using World Steel data for 70

countries for which monthly data is available (which together account for 98% of

World production). 70 countries Include: Austria, Belgium, Bulgaria, Croatia,

Czechia, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands,

Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Macedonia,

Norway, Serbia, Türkiye, United Kingdom, Bahrain, Iran, Iraq, Jordan, Kuwait,

Oman, Qatar, Saudi Arabia, United Arab Emirates, Yemen, Canada, Cuba, El

Salvador, Guatemala, Mexico, United States, Belarus, Kazakhstan, Russia,

Ukraine, Argentina, Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Uruguay,

Venezuela, Algeria, Egypt, Libya, Morocco, South Africa, Tunisia, Australia,

China, India, Japan, Mongolia, New Zealand, Pakistan, South Korea, Taiwan

(China), Thailand, Viet Nam. Production data is available through December

2025, with some World Steel annual estimates for missing countries.

Trade and import competition

Europe 

There has been a trend of imports growing more strongly than

domestic demand in the EU since 2012. In 2022, import

penetration was at 20%, with the Russian invasion of Ukraine

in February triggering an energy crisis in Europe, causing both

ASC and imports to decline sharply during the second half of

2022. In 2023, import penetration declined to 19% as imports

contracted more than ASC due to subdued demand

environment, before rebounding to 20% in 2024 as imports

rose despite relatively weaker ASC growth. In 2025, while

imports were relatively subdued during the first half of the year,

front-loading ahead of the CBAM and trade tools

implementation led to an uptick in imports during the second

half of the year. Coupled with still weak growth in ASC, import

penetration rose to approximately 21% in 2025.

Source: Eurostat imports and Eurofer ASC data to November 2025, internal

Company estimates for December 2025. All historical data now refers to EU27

after UK left the European Union.

United States

After increasing in 2022 and pushing import penetration above

23%, steel imports declined more sharply than ASC in 2023,

resulting in import penetration falling to approximately 21%. In

2024, as imports broadly stabilized while ASC (mainly long

products, pipes and tubes) continued to decline slightly, import

penetration rose marginally to 22%. In 2025, with the 25% tariff

on steel products starting in March 2025 and increasing to 50%

from June 2025, imports fell sharply—by approximately 18%

year‑on‑year. Meanwhile, ASC grew, largely driven by long

products, pipes and tubes, offsetting weaker demand in flat

products. As a result, import penetration declined to

approximately 18%.

Source: American Iron and Steel Association total/regional imports data and ASC

data to November 2025, internal Company estimate for December 2025

China

In 2022, Chinese finished steel exports were broadly stable at

67.4 million tonnes, compared with the previous year. As

demand in China began to weaken due to the property

downturn, and with a significant price gap between domestic

89

Management report

and export markets, Chinese finished steel exports increased

sharply in 2023, reaching 91.2 million tonnes. With domestic

demand remaining weak, this trend continued in 2024 and

2025, with finished steel exports rising to 111 million tonnes in

2024 and 119 million tonnes in 2025. While most Chinese

exports are directed to regions that are not core to the

Company’s business—largely due to trade protection

measures—Chinese exports continue to negatively affect the

Company both directly and indirectly. See “Business overview

—Government regulations—Foreign trade” and “Introduction—

Risk Factors and Control—Risk factors—Risks related to the

global economy and the mining and steel industry—Unfair

trade practices, import tariffs and/or barriers to free trade could

negatively affect steel prices and ArcelorMittal’s results of

operations in various markets.”

Source: General Administration of Customs of the People's Republic of

China.Trade data available to December 2025.

Steel prices

In relation to flat products, European hot rolled coil ("HRC")

prices (both Northern and Southern), U.S. domestic Midwest

HRC prices and Chinese HRC prices, VAT excluded, over the

2023-2025 period generally reflected an overall downward

trend. Price movements remained largely stagnant throughout

2025 except in the U.S., where prices improved in 2025 as

compared to 2024, mostly driven by import tariffs imposed by

Trump administration. Likewise, in relation to long products,

European medium and rebar prices and Turkish rebar prices

experienced a similar trend over those periods. Movements in

these prices over those periods have been driven by a number

of factors affecting demand and supply in such markets,

including the effects of the ongoing war in Ukraine, inflation,

recessionary concerns, supply chain constraints and labor

shortages that weakened manufacturing and demand in certain

industries, import levels and domestic mill outages (e.g., for

maintenance or otherwise) and import tariffs.

Flat products
Source: S&P Global Commodity Insights (Platts)	Northern Europe	Southern Europe	United States	China
	Spot HRC average price per tonne	Spot HRC average price per tonne	Spot HRC average price per tonne	Spot HRC average price per tonne, VAT excluded
Q1 2023	€ 786	€ 767	$1,021	$551
Q2 2023	€ 764	€ 737	$1,161	$499
Q3 2023	€ 649	€ 636	$867	$482
Q4 2023	€ 650	€ 639	$1,010	$485
Q1 2024	€ 719	€ 706	$1,041	$492
Q2 2024	€ 633	€ 625	$858	$475
Q3 2024	€ 598	€ 597	$751	$416
Q4 2024	€ 556	€ 551	$774	$434
Q1 2025	€ 601	€ 596	$899	$420
Q2 2025	€ 625	€ 604	$981	$400
Q3 2025	€ 563	€ 539	$922	$421
Q4 2025	€ 602	€ 588	$947	$412

Long products
Source: S&P Global Commodity Insights (Platts)	Europe medium sections	Europe rebar	Turkish rebar
	Spot average price per tonne	Spot average price per tonne	Spot FOB average price per tonne
Q1 2023	€ 964	€ 722	$708
Q2 2023	€ 889	€ 649	$637
Q3 2023	€ 805	€ 577	$569
Q4 2023	€ 766	€ 606	$574
Q1 2024	€ 772	€ 633	$602
Q2 2024	€ 753	€ 610	$582
Q3 2024	€ 768	€ 615	$576
Q4 2024	€ 770	€ 595	$580
Q1 2025	€ 793	€ 602	$562
Q2 2025	€ 789	€ 622	$548
Q3 2025	€ 757	€ 606	$537
Q4 2025	€ 743	€ 582	$552

Raw materials

The primary raw material inputs for a steelmaker are iron ore,

coking coal, solid fuels, metallics (e.g., scrap), alloys,

electricity, natural gas and base metals. ArcelorMittal is

exposed to price volatility in each of these raw materials with

respect to its purchases in the spot market and under its long-

term supply contracts. In the longer term, demand for raw

materials is expected to continue to correlate closely with the

steel market, with prices fluctuating according to supply and

demand dynamics. Since most of the minerals used in the

steelmaking process are finite resources, their prices may also

rise in response to any perceived scarcity of remaining

90

Management report

accessible supplies, combined with the evolution of the pipeline

of new exploration projects to replace depleted resources.

As for pricing mechanisms, quarterly and monthly pricing

systems are the main type of contract pricing mechanisms, but

spot purchases have gained a greater share, in particular since

2020, as steelmakers have developed strategies to benefit

from increasing spot market liquidity and volatility. Pricing is

generally linked to market price indexes and uses a variety of

mechanisms, including current spot prices and average prices

over specified periods. Therefore, there may not be a direct

correlation between market reference prices and actual selling

prices in various regions at a given time.

Iron ore

In 2023, iron ore market reference prices averaged $119.54/t,

relatively stable compared to an average of $120.03/t in 2022.

The first quarter of 2023 began with an increase in reference

prices mainly driven by prevailing bolstered sentiment on scrap

of COVID control in China, which was later counteracted by the

disappointing actual economy recovery, largely dragged by its

real estate woes and sliding exports. By the end of 2023, iron

ore market reference prices increased to $141.92/t on

December 27, a record high for the period dating back to June

9, 2022, driven by lower port inventory, stimulus anticipation

and strong demand outlook for Chinese economy in the first

quarter of 2024, following the deposits rate cut by Chinese

commercial banks on December 22, 2023.

In 2024, iron ore market reference prices dropped to an

average of $109.46/t, down by $10.08/t compared to an

average of $119.54/t in 2023. Prices fell for the first three

quarters of 2024 due to persistently sluggish demand amid

economic weakness generally and a real estate slowdown

specifically, but recovered slightly in the fourth quarter of 2024

on boosted sentiment from stimulus policies.

In 2025, iron ore market reference prices dropped to an

average of $101.87/t, down by $7.59/t compared to an average

of $109.46/t in 2024. Prices fell for the first two quarters of

2025 weighted by lower Chinese steel demand amid U.S.

President's Trump's "Liberation Day" tariffs, steel anti-dumping

actions from Vietnam and South Korea, and surging seaborne

supply. Prices recovered in the third and fourth quarters arising

from “anti-involution” policy-driven sentiment, major

infrastructure announcements (such as the CNY 1.2 trillion

Yarlung Tsangpo dam), ongoing concern on mid-grade supply

with the CMRG-BHP negotiation, record high imports amid firm

pig iron output despite weak downstream steel demand and

rising inventories.

Coking coal 

Coking coal prices in 2023 averaged $295.97/t as compared to

$364.22/t in 2022. Although coking coal prices decreased

slightly in 2023, they still remained at a historic high at year

end. Supply disruption in Australia, caused by the wet season,

port maintenance, higher vessel queues, and lower production

from BHP, South 32, and Anglo due to longwall issues, coupled

with strong demand from India and China, kept the prices at an

elevated level. In the Chinese market, continuous mine

accidents and safety checks resulted in increased domestic

coking coal prices.

In 2024, coking coal prices averaged $241.32/t as compared to

$295.97/t in 2023, driven by weak global steel demand amid

increased supply due to eased weather-related disruptions

starting in the third quarter of 2024, despite the fire accident in

Anglo’s Grosvenor mine at the end of June 2024. China

reduced its coal imports from seaborne Australian supply as

Australian prices lost competitiveness compared to falling

Chinese domestic coking coal prices and Indian demand was

muted due to weakening margins of steel mills. China and

India account for almost 40% of global demand for seaborne

supply, and these two countries are the main participants in the

global spot market.

In 2025, coking coal prices averaged $189.92/t, down by

$51.40/t compared to an average of $241.32/t in 2024. Prices

remained stagnant for the first three quarters of 2025 mainly

due to weak demand from China despite supply disruptions at

key mines (Moranbah North, Appin, Oaky Creek). China resold

cargos in the second and third quarters as domestic prices hit

the lowest since mid-2020. Prices recovered in the fourth

quarter to $200.67/t with rising Chinese domestic prices after

an “anti-involution” campaign announced in early July, and

return in Indian demand amid tight seaborne spot availability.

ArcelorMittal has continued to leverage its iron ore and coking

coal supply chain and diversified supply portfolio as well as the

flexibility provided by contractual terms to mitigate regional

supply disruptions and also mitigate part of the market price

volatility.

	Iron ore	Coking coal
Source: Fastmarkets	Reference average price per tonne (Delivered to China, Metal Bulletin index, 62% Fe)	Reference average price per tonne (premium hard coking coal FOB Australia index)
Q1 2023	125.28	342.52
Q2 2023	110.43	240.93
Q3 2023	114.00	264.37
Q4 2023	128.25	335.07
Q1 2024	123.58	308.76
Q2 2024	111.80	243.83
Q3 2024	99.75	211.44
Q4 2024	103.40	203.96
Q1 2025	103.45	186.56
Q2 2025	97.18	186.76
Q3 2025	101.65	185.69
Q4 2025	105.16	200.67

91

Management report

Scrap

The Company refers to the German suppliers’ index Delivered

at Place as its market reference.

The average index price for 2025 was €313/t as compared to

€359/t in 2024, a €46/t or 12.8% decrease compared to 2024.

The average price in 2023 was €365/t.

Turkey remains the main scrap buying country in the

international market.

Scrap Index HMS 1&2 CFR Turkey, North Europe origin,

averaged at $345/t in 2025, with the yearly high at $371/t in

March and the yearly low in September at $334/t. Scrap Index

HMS 1&2 CFR Turkey, North Europe origin, averaged at $377/t

in 2024 with the yearly high in January 2024 at $414/t and

yearly low at $341/t in December 2024.

In 2025, average European domestic scrap prices of grade E3 

were at $353/t. In 2024, the average European domestic scrap

prices of grade E3 were at $389/t.

In the domestic U.S. market, No. 1 busheling index delivered

Midwest increased from an average of $486/t in 2024 to $502/t

in 2025. On the export market, HMS export FOB New York

average prices for 2025 were at $317/t, a decrease of $31/t

compared to 2024.

Ferro alloys and base metals

Ferro alloys

The underlying price driver for manganese alloys is ordinarily

the price of manganese ore, which was at the level of $4.52

per dry metric tonne unit (“dmt”) (for 44% lump ore) on Cost,

Insurance and Freight (“CIF”) China for 2025, representing a

18.3% decrease from $5.53/dmt in 2024 ($5.22/dmt in 2023).

Manganese ore prices decreased in 2025 as compared to

2024 on the back of subdued worldwide demand for

manganese alloys and increased supply of manganese ore. 

High carbon ferro manganese prices decreased by 4.9% from

$1,292/t in 2024 to $1,229/t in 2025 ($1,244/t in 2023), silicon

manganese decreased by 5.2% from $1,336/t in 2024 to

$1,266/t in 2025 ($1,266/t in 2023) and medium carbon ferro

manganese prices decreased only slightly from $1,790/t in

2024 to $1,785/t in 2025 ($1,832/t in 2023). Demand for

manganese alloys remained weak throughout 2025, however,

the safeguard measures adopted by the EU led to an increase

in EU manganese alloys prices towards the end of 2025.

Base metals

Base metals used by ArcelorMittal are zinc, tin and aluminum

for coating, aluminum for deoxidization of liquid steel and nickel

for producing stainless or special steels. ArcelorMittal partially

hedges its exposure to its base metal inputs in accordance with

its risk management policies.

The average price of zinc for 2025 was $2,867/t, representing

a 3.2% increase as compared to the 2024 average price of

$2,777/t (the 2023 average was $2,649/t).

The average price of tin for 2025 was $34,112/t, 13.0% higher

than the 2024 average of $30,191/t (the 2023 average was

$25,895/t).

The average price of aluminum for 2025 was $2,630/t,

representing a 8.7% increase compared to the 2024 average of

$2,419/t (the 2023 average was $2,252/t).

The average price of nickel for 2025 was $15,160/t,

representing a 9.8% decrease compared to the 2024 average

of $16,812/t (the 2023 average was $21,474/t).

Energy market and CO2

Solid fuels, electricity and natural gas are some of the primary

energy inputs for a steelmaker. ArcelorMittal is exposed to

price volatility in each of these energy types with respect to its

purchases in the spot market and under its long-term supply

contracts.

Oil

A combination of geopolitical tensions and macroeconomic

conditions has amplified price volatility of brent crude oil from

2023 to 2025, including the war in Ukraine, conflicts and

political risks in key regions such as the Middle East,

Venezuela and Russia, production decisions by the

Organization of Petroleum Exporting Countries (“OPEC”) and

other producing nations, embargoes on Russian oil, U.S. trade

tariffs, monetary policy actions (including by the U.S. Federal

Reserve), and overall weak global oil demand and strong

supply capabilities have contributed to a downward price trend.

Brent crude oil price averaged $68.23 per barrel ("bbl") in 2025

as compared to $79.86/bbl in 2024 ($82.15/bbl in 2023). In the

first half of 2025, brent crude oil price averaged $70.84/bbl, a

$12.55/bbl decrease as compared to $83.39/bbl in the first half

of 2024. In the second half of 2025, the price averaged at

$65.62/bbl, a $10.74/bbl decrease as compared to $76.36/bbl

in the second half of 2024.

CO2

The average price for one tonne of CO2 emitted in 2025

increased by 12.6% from €66.5 per tonne of carbon dioxide

equivalent ("tCO2e") in 2024 to €74.9/tCO2e in 2025. The

average price for one tonne of CO2 emitted in 2024 decreased

by 21.9% compared to the previous year.

Variations in the price per tonne of carbon dioxide equivalent is

driven by a number of factors, including expectations of tighter

future supply, driven by anticipated reductions in the emissions

cap, declining free allocation, and signals from EU

policymakers regarding more ambitious climate and emissions-

reduction targets, along with compliance buying, temperatures

92

Management report

and natural gas prices and storage levels (impacting level of

power generation from coal power plants).

Launched in 2005, the EU-ETS is currently in its fourth phase,

stretching from January 2021 to December 2030. On June 22,

2022, the European Parliament agreed on its position

regarding the EU-ETS reform (main elements: 2030 emission

reduction target, CBAM and end of free allocation).

Because the integrated steel process leads to substantial CO2

emissions, costs related to European Union Allowances

("EUAs") and the fluctuations in EUA prices can significantly

affect the Company’s costs of production. The Company

recognized a CO2 emission obligation provision of $506 million

at December 31, 2025 with respect to its shortfall. See note 9

to the consolidated financial statements. The Company also

uses derivative financial instruments to manage its exposure to

fluctuations in prices of emission rights allowances from time to

time. See note 6 to the consolidated financial statements for

further information.

The following table shows quarterly average prices of oil and

CO2 for the past three years:

Commodities
Source: Thomson Reuters	Brent crude oil spot average price $ per barrel	European Union allowance average price € per ton of CO2e
	Q1 2023	82.10	89.92
Q2 2023	77.73	88.57
Q3 2023	85.92	85.69
Q4 2023	82.85	76.85
Q1 2024	81.76	61.67
Q2 2024	85.03	69.65
Q3 2024	78.71	68.36
Q4 2024	74.01	66.38
Q1 2025	74.98	75.17
Q2 2025	66.71	69.95
Q3 2025	68.17	72.99
Q4 2025	63.08	81.50

Natural gas

In Europe, the overall spot price (or TTF) average for natural

gas in 2025 was €36.29/MWh, a 4.0% increase in comparison

to previous year. In 2024 natural gas prices averaged at €34.9/

MWh, a 15% decrease in comparison to 2023. TTF prices over

the 2023-2025 period have been impacted by several factors,

including the crisis in Ukraine and other geopolitical tensions

and conflicts (e.g., in the Middle East), US tariff

implementations, imports of liquefied natural gas ("LNG") (e.g.,

from the U.S.), temperatures, maintenance of pipelines,

inventory levels, coal & CO2 prices, and poor performance of

wind power generation, especially in the first half of 2025.

Russian transit gas into Europe ceased at the end of 2024,

which had an impact on 2025. Hedge fund speculative

activities on TTF also grew significantly over the past two

years, leading to higher volatility.

In the U.S., Henry Hub (“HH”, the main gas hub in Louisiana)

prices in 2025 increased to an average of $3.6/MMBtu, a 50%

year-on-year increase, amid gas demand growth, including

domestic consumption and LNG exports, outpaced supply

increases, leading to a tightening market and the drawing down

of natural gas storage inventories. In 2025, the United States

cemented its position as the world's largest LNG exporter,

shipping a record estimated 111 million metric tonnes of the

fuel (a 24% increase from 2024). In 2024, prices had dropped

to an average of $2.4/MMBtu, a 11.1% year-on-year decrease

as compared to $2.7/MMBtu in 2023. HH prices over the

2023-2025 period have been impacted by several factors,

including disruptions in gas production (e.g., from severe

weather events like freeze-offs or fires), increased LNG

production capacity, demand for LNG exports (including from

Europe), inventory levels, and temperatures.

In 2025, the Japan Korea Marker ("JKM", the LNG benchmark

price assessment for spot physical cargoes delivered ex-ship

into Japan, South Korea, China and Taiwan) average price

increased to $12.2/MMBtu, a 2.5% increase year-on-year. In

2024, the JKM average price had dropped to $11.9/MMBtu, a

17% decrease compared to 2023. JKM prices over the

2023-2025 period have been impacted by several factors,

including the crisis in Ukraine and other geopolitical tensions

(e.g., Middle East), temperatures, ability to switch to oil and

domestic gas consumption, the revival of nuclear-powered

electricity generation in Japan and Korea, adverse weather

events (e.g., cyclones), and reduced Australian LNG output

due to outages. Subdued Chinese LNG demand was the main

driver of the JKM price decline over the last 12 months.

The following table shows quarterly average spot prices of

natural gas for the past three years:

93

Management report

Natural gas	EEX PEGAS	Reuters	Reuters
Period	TTF Spot average price € per MWh	Henry Hub Spot average price $ per MMBtu	JKM Spot average price $ per MMBtu
	Q1 2023	53.31	2.74	18.07
Q2 2023	35.29	2.33	11.08
Q3 2023	33.49	2.66	12.59
Q4 2023	41.01	2.92	15.82
Q1 2024	27.50	2.10	9.42
Q2 2024	31.82	2.32	11.10
Q3 2024	35.65	2.23	13.00
Q4 2024	43.30	2.98	13.91
Q1 2025	46.87	3.87	14.01
Q2 2025	35.66	3.51	12.36
Q3 2025	32.53	3.07	11.83
Q4 2025	30.11	4.04	10.85

Electricity - Europe

Due to the regional nature of electricity markets, prices follow

mainly local drivers (i.e., energy mix of the respective country,

power generation from renewables such as nuclear, country

specific energy policies, etc.), as well as temperatures and

natural gas prices (positively correlated).

In 2023, power prices mainly followed the same trend as

natural gas prices. Day-ahead power prices in North-West

Europe remained elevated and volatile, reflecting continued

gas-linked price formation despite improving supply

fundamentals. Increasing renewable generation led to more

frequent low-price and negative-price hours, though fossil fuels

still set marginal prices during periods of low wind and solar

output.

In 2024, European power demand remained at the lower end

of the 7-year range due to mild weather and availability of

power generation from renewables. Wholesale day-ahead

prices declined across North-West Europe, driven by lower gas

prices and higher availability of renewable and nuclear

generation. Price volatility persisted, with a rising number of

negative-price hours as renewable output increasingly

exceeded demand during off-peak periods.

In 2025, aligned with historical trends, power prices were

greatly affected by natural gas and CO2 prices, and the

marginal cost of power generation from gas power plants

became the key indicator for electricity prices. Prices also

shaped by stable underlying demand, similar to 2024 levels,

and high levels of renewable generation. Overall, prices in

Germany remained significantly higher than France due to its

dependency on thermal generation units, while France relies

on cheaper and robust nuclear fleet. For Belgium, Germany

and France power prices acted as a floor and ceiling

throughout the year.

The following table shows quarterly average spot prices of

electricity in Germany, France and Belgium for the past three

years:

Electricity
Source: EEX	Germany Baseload spot average price € per MWh	France Baseload spot average price € per MWh	Belgium Baseload spot average price € per MWh
	Q1 2023	115.80	130.33	127.40
Q2 2023	92.29	91.58	92.81
Q3 2023	90.78	85.71	87.14
Q4 2023	82.27	81.22	82.36
Q1 2024	67.67	62.94	67.20
Q2 2024	71.76	29.83	54.09
Q3 2024	75.99	51.14	62.20
Q4 2024	102.65	86.77	97.23
Q1 2025	111.89	99.84	110.01
Q2 2025	69.73	33.95	66.53
Q3 2025	82.76	49.23	71.97
Q4 2025	93.19	61.83	82.19

Ocean freight 

Transportation costs, particularly shipping, constitute a

principal input cost. Shipping freight rates vary depending on

several factors, such as demand (including from China),

positional tonnage deficits relative to demand in both the

Atlantic and Pacific basins, weather conditions, water levels in

the Panama Canal, geopolitical developments affecting Red

Sea routing, energy transition and fleet growth. Heading into

2026, average rates are expected to remain sensitive to

geopolitical risks, decarbonization related uncertainties, trade

and tariff developments and the impact of longer tonne-mile

trade patterns.

The Baltic Dry Index (“BDI”) (an index of average prices paid

for transport of dry bulk materials) average was at 1,681 points

in 2025 compared to 1,755 points in 2024. The Capesize index

decreased by 5.7% year-on-year to an average of $21,297/day

in 2025 compared to $22,593/day in 2024. The Panamax index

decreased by 5.2% to an average of $13,361/day in 2025 as

compared to $14,099/day in 2024. In 2025, the Supramax

index decreased to an average of $12,241/day as compared to

$13,601/day in 2024, a 10% decrease.

The BDI average was at 1,755 points in 2024 compared to

1,378 points in 2023. The Capesize sub-index (cargoes of

about 150,000 tonnes) increased by 37.8% year-on-year to an

average of $22,592/day in 2024 compared to $16,389/day in

2023. The Panamax sub-index (cargoes of about 65-80,000

tonnes) increased by 9.7% to an average of $14,099/day in

2024 as compared to $12,854/day in 2023. In 2024, the

Supramax sub-index (cargoes of about 48-65,000 tonnes)

increased to an average of $13,600/day as compared to

$11,240/day in 2023, a 21% increase.

Sources: Baltic Index, Clarksons Platou

94

Management report

Impact of exchange rate movements 

Because a substantial portion of ArcelorMittal’s assets,

liabilities, sales and earnings are denominated in currencies

other than the U.S. dollar (its reporting currency), ArcelorMittal

has exposure to fluctuations in the values of these currencies

relative to the U.S. dollar. These currency fluctuations,

especially the fluctuation of the U.S. dollar relative to the euro,

as well as fluctuations in the currencies of the other countries

in which ArcelorMittal has significant operations and sales, can

have a material impact on its results of operations. For

example, ArcelorMittal’s subsidiaries may purchase raw

materials, including iron ore and coking coal, in U.S. dollars,

but may sell finished steel products in other currencies.

Consequently, an appreciation of the U.S. dollar will increase

the cost of raw materials; thereby having a negative impact on

the Company’s operating margins, unless the Company is able

to pass along the higher cost in the form of higher selling

prices. In order to minimize its currency exposure, ArcelorMittal

enters into hedging transactions to lock-in a set exchange rate,

as per its risk management policies.

Since April 1, 2018, the Company has designated a portfolio of

euro denominated debt (€4.0 billion as of December 31, 2025)

as a hedge of certain euro denominated investments (€8.5

billion as of December 31, 2025) in order to mitigate the foreign

currency risk arising from certain euro denominated

subsidiaries net assets. The risk arises from the fluctuation in

spot exchange rates between the euro and U.S. dollar, which

causes the amount of the net investments to vary. See also

note 6.3 to the consolidated financial statements. As a result of

the hedge designation, foreign exchange gains and losses

related to the portfolio of euro denominated debt are

recognized in other comprehensive income.

As of December 31, 2025, the Company is mainly subject to

foreign exchange exposure relating to the euro, Brazilian real,

Canadian dollar, Indian rupee, South African rand, Mexican

peso, Polish zloty, Argentinian peso and Ukrainian hryvnia

against the U.S. dollar resulting from its payables, receivables

or foreign operations denominated in such currencies.

Critical accounting policies and use of judgments and

estimates

Management’s discussion and analysis of ArcelorMittal’s

operational results and financial condition is based on

ArcelorMittal’s consolidated financial statements, which have

been prepared in accordance with IFRS. The preparation of

financial statements in conformity with IFRS recognition and

measurement principles and, in particular, making the critical

accounting judgments highlighted below require the use of

estimates and assumptions that affect the reported amounts of

assets, liabilities, revenues and expenses. Management

reviews its estimates on an ongoing basis using currently

available information. Changes in facts and circumstances or

obtaining new information or more experience may result in

revised estimates, and actual results could differ from those

estimates.

An overview of ArcelorMittal's critical accounting policies under

which significant judgments, estimates and assumptions are

made may be found in note 1.3 to the consolidated financial

statements.

Legal proceedings

ArcelorMittal is currently and may in the future be involved in

litigation, arbitration or other legal proceedings. Provisions

related to legal and arbitration proceedings are recorded in

accordance with the accounting policies described in note 9.1

to ArcelorMittal’s consolidated financial statements. Please

refer to note 9.3 for a description of contingencies, including

legal proceedings.

Operating results

The following discussion and analysis should be read in

conjunction with ArcelorMittal’s consolidated financial

statements included in this annual report. The below provides a

discussion and analysis comparing the years ended December

31, 2025 and 2024. For the discussion and analysis of the

results of operations comparing the years ended December 31,

2024 and 2023, see "Operating and Financial Review—

Operating Results" in the Annual Report for the year ended

December 31, 2024.

ArcelorMittal reports its operations in six reportable segments:

North America, Brazil, Europe, India and JVs, Sustainable

Solutions and Mining, with the remainder of its operations in

“Others”. The key performance indicators that ArcelorMittal’s

management uses to analyze operations are sales, average

steel selling prices, crude steel production, steel shipments,

iron ore production and operating income. Management’s

analysis of liquidity and capital resources is driven by net cash

flow from operations and capital expenditures.

Years ended December 31, 2025, and 2024

Sales, operating income, crude steel production, steel

shipments, average steel selling prices and iron ore

production

The following tables provide a summary of ArcelorMittal’s

performance by reportable segment for the years ended

95

Management report

December 31, 2025, and 2024:

(in $ millions)	Sales for the year ended December 31,1
Segment	2025		2024		change	% change
North America	12,335		11,896		439	3.7%
Brazil	11,172		12,401		(1,229)	(9.9)%
Europe	28,793		29,952		(1,159)	(3.9)%
Sustainable Solutions	10,501		10,722		(221)	(2.1)%
Mining	3,232		2,663		569	21.4%
Others and eliminations2	(4,681)		(5,193)		512	9.9%
Total	61,352		62,441		(1,089)	(1.7)%

(in $ millions)	Operating income (loss) for the year ended December 31,1
Segment	2025		2024		change	% change
North America	2,205		1,310		895	68.3%
Brazil	608		1,399		(791)	(56.5)%
Europe	522		386		136	35.2%
Sustainable Solutions	142		57		85	149.1%
Mining	789		770		19	2.5%
Others and eliminations2	(638)		(612)		(26)	9.6%
Total	3,628		3,310		318	9.6%

1. Amounts are prior to inter-segment eliminations (except for total) and sales

include non-steel sales.

2. Others include primarily holding and services companies and the Company's

operations in Ukraine and South Africa. Others also include all other

operational and non-operational items which are not segmented, such as

corporate and shared services, financial activities, and shipping and logistics.

Performance for the year ended December 31,
	2025	2024	change	% change
Steel shipments (million tonnes)	54.0	54.3	(0.3)	(0.6)%
Iron ore production (million tonnes)	48.8	42.4	6.4	15.1%
Average steel selling price ($/ tonne)	898	919	(21)	(2.3)%

Average steel selling prices decreased by 2.3% in 2025 as

compared to 2024 in line with international steel selling prices.

ArcelorMittal had sales of $61.4 billion in 2025, representing an

1.7% decrease from sales of $62.4 billion in 2024, primarily

due to a 2.3% reduction in average steel selling prices while

steel shipments remained relatively stable.

Export sales

Because the Group's customers and operations are mainly

based outside its home country of Luxembourg, all of its sales

are considered to be export sales. Annual sales to a single

individual customer did not exceed 5% of sales in any of the

periods presented.

Cost of sales

Cost of sales consists primarily of purchases of raw materials

necessary for steel-making (iron ore, coke and coking coal,

scrap and alloys), energy, repair and maintenance costs, as

well as direct labor costs, depreciation and impairment. Cost of

sales in 2025 included $0.2 billion impairment charges of

property, plant and equipment mainly related to the divestment

of the Company's steel and mining operations in Bosnia (see

note 5.3 to the consolidated financial statements). Cost of

sales in 2025 also included $0.4 billion expense for the final

settlement of the purchase price of Votorantim's long business

in Brazil, $133 million of restructuring costs in the Europe and

Sustainable Solutions segments and $61 million residual loss

on the sale of ArcelorMittal Zenica and Prijedor (Bosnia). Cost

of sales in 2024 included $116 million impairment charges of

property, plant and equipment, of which $37 million related to

the announced wind down of the Longs Business in

ArcelorMittal South Africa, $43 million relating to write off of

certain civil works following the termination of the Monlevade

expansion project in Brazil and $36 million in connection with

the closure of the Kraków coke plant in Poland. Cost of sales in

2024 also included $216 million of restructuring charges,

including $74 million relating to the Europe segment, $79

million relating to Sustainable Solutions and $63 million related

to the announced wind down of the Longs Business in

ArcelorMittal South Africa.

Depreciation in 2025 was $2.9 billion, higher as compared to

$2.6 billion in 2024 reflecting the capitalization of new assets

coming online including Liberia iron ore, India (renewables)

and Brazil (Vega and Serra Azul expansion).

Selling, general and administrative expenses

Selling, general and administrative expenses ("SG&A") were

$2.6 billion in 2025 as compared to $2.5 billion in 2024. SG&A

as a percentage of sales marginally increased in 2025 (4.2%)

as compared to 2024 (4.0)%.

Operating income

ArcelorMittal’s $3.6 billion operating income in 2025 was higher

as compared to $3.3 billion in 2024 mainly due to $1.9 billion

gain upon acquisition of the remaining 50% equity stake in

AMNS Calvert, partly offset by $0.4 billion expense for the final

settlement of the purchase price of Votorantim's long business

in Brazil. Operating income in 2025 was also impacted by

improved performance in Europe, supported by a positive

price-cost effect and contributions from project ramp-ups,

notably India renewables and Liberia phase 2, partly offset by

weaker results in North America (impacted by Section 232

tariffs and unplanned maintenance in Mexico) and lower

contribution from the Brazil segment due to weaker prices.

Operating income in 2024 was negatively impacted by the

illegal blockade of Mexico operations.

96

Management report

North America
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025		2024		change	% change
Sales	12,335		11,896		439	3.7%
Depreciation	(677)		(509)		(168)	33.0%
Operating income	2,205		1,310		895	68.3%
Crude steel production (thousand tonnes)	7,755		7,538		217	2.9%
Flat product shipments	8,378		8,022		356	4.4%
Long product shipments	2,378		2,486		(108)	(4.3)%
Others and eliminations	(473)		(445)		(28)	6.3%
Total steel shipments (thousand tonnes) *	10,283		10,063		220	2.2%
Average steel selling price (USD/tonne)	1,014		985		29	2.9%

* Include slabs sourced by North America from Group subsidiaries (primarily

Brazil) and sold to the AMNS Calvert joint venture (until June 18, 2025) which

are then eliminated on consolidation. These shipments varied between

periods due to slab sourcing mix and timing of vessels in a period. 826,000

tonnes in 2025 (until June 18, 2025) and 1,867,000 tonnes in 2024.

Crude steel production increased 2.9% in 2025 as compared to 

2024. Crude steel production and steel shipments were

impacted by the blast furnace shutdown for preventive

maintenance in the Long products business in Mexico during

the second half of 2025 prior to its restart in late January 2026.

The Flat products business in Mexico was also impacted by an

unplanned outage at the Lázaro Cárdenas DRI plant during the

third quarter of 2025. In 2024, crude steel production and steel

shipments were impacted by the illegal blockade of Mexico's

steel plant in Lázaro Cárdenas and at Las Truchas mine from

May 2024 to July 2024 (and following which production only

fully recovered in the first quarter of 2025 with an estimated

impact of approximately 800,000 tonnes of forgone steel

production). Sales increased by 3.7% primarily due to the

consolidation of AMTBA and AMNS Calvert from April 1, 2025

and June 18, 2025, respectively (see note 2.2.4 to the

consolidated financial statements), and 2.9% higher average

steel selling prices. Operating income of $2.2 billion in 2025

included $1.9 billion gain upon acquisition of the remaining

50% equity stake in AMNS Calvert. Excluding this gain,

underlying operating performance declined primarily due to the

additional costs imposed on the business by U.S. section 232

tariffs (initially set at 25% effective March 12, 2025 and further

increased to 50% from June 4, 2025 onwards), the impact of

unplanned maintenance and blast furnace shutdown in Mexico,

offset in part by the non-recurrence of higher costs related to

the illegal blockade in Mexico that impacted 2024.

Brazil
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025		2024		change	% change
Sales	11,172		12,401		(1,229)	(9.9)%
Depreciation	(379)		(361)		(18)	5.0%
Operating income	608		1,399		(791)	(56.5)%
Crude steel production (thousand tonnes)	14,350		14,540		(190)	(1.3)%
Flat product shipments	9,264		9,409		(145)	(1.5)%
Long product shipments	4,744		4,732		12	0.3%
Others and eliminations	(59)		(59)		—	—%
Total steel shipments (thousand tonnes)	13,949		14,082		(133)	(0.9)%
Average steel selling price (USD/tonne)	736		816		(80)	(9.8)%

While crude steel production remained largely stable in 2025

as compared to 2024, sales decreased by 9.9% primarily due

to lower average steel selling prices and to a lower extent due

to lower steel shipments (primarily lower exports impacted by

weaker market conditions). In 2025, both domestic and export

prices declines with slab prices in particular impacted by the

removal of U.S. quotas in March 2025. Operating income

decreased in 2025 as compared to 2024 primarily due to lower

average steel selling prices. Operating income in 2025 was

also negatively impacted by $0.4 billion expense for final

settlement of the purchase price of Votorantim's long business

in Brazil as compared to a $43 million impairment charge in

2024 relating to the write off of civil works following the

termination of the Monlevade expansion project in Brazil.

Europe
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025		2024		change	% change
Sales	28,793		29,952	3 1 6 9 5	(1,159)	(3.9)%
Depreciation	(1,114)		(1,128)	- 1 0 9 8	14	(1.2)%
Impairment	(226)		(36)	0	(190)	527.8%
Operating income	522		386	8 7 9	136	35.2%
Crude steel production (thousand tonnes)	29,166		31,211	2 8 4 4 5	(2,045)	(6.6)%
Flat product shipments	20,473		20,489	1 9 5 7 0	(16)	(0.1)%
Long product shipments	7,950		8,183	8 0 0 1	(233)	(2.8)%
Others and eliminations	(15)		(13)	- 1 2	(2)	15.4%
Total steel shipments (thousand tonnes)	28,408		28,659	2 7 5 5 9	(251)	(0.9)%
Average steel selling price (USD/tonne)	894		910	9 9 5	(16)	(1.8)%

Crude steel production decreased by 6.6% in 2025 as

compared to 2024, primarily due to the planned reline of blast

furnace #4 in Dunkirk, required maintenance of assets

particularly during the fourth quarter of 2025 and the sale of the

Bosnian operations. Sales decreased by 3.9% primarily due to

a 1.8% decrease in average steel selling prices and 0.9%

lower steel shipments. Operating income increased by 35.2%

primarily due to a positive price-cost effect, offset in part by

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Management report

lower steel shipments, $0.2 billion impairment charge related to

the divestment of the Company's steel and mining operations

in Bosnia and $0.1 billion restructuring costs.

Operating income in 2024 was negatively impacted by $36

million impairment charges of property, plant and equipment

and $74 million restructuring charges in connection with the

closure of the Kraków coke plant in Poland.

India and JVs
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025	2024	change	% change
Income from investments in associates, joint ventures and other investments	635	779	(144)	(18.5)%

Income from India and JVs decreased by 18.5% mainly due to

lower contribution from AMNS India partly offset by incremental

contribution from Vallourec which was acquired in August 2024.

ArcelorMittal has investments in various joint ventures and

associates. Following the consolidation of ArcelorMittal Calvert

(on June 18, 2025, the Company acquired the remaining 50%

interest in AMNS Calvert, see "Introduction—Key transactions

and events in 2025" and note 2.2.4 to the consolidated

financial statements), ArcelorMittal considers the AMNS India

joint venture to be of particular strategic importance, warranting

more detailed disclosures to improve the understanding of its

operational performance and value to the Company.

AMNS India
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025	2024	change	% change
Crude steel production (100% basis) (thousand tonnes)	7,219	7,544	(325)	(4.5)%
Steel shipments (100% basis) (thousand tonnes)	7,863	7,933	(70)	(0.9)%
Sales (100% basis)	6,026	6,515	(489)	(7.5)%

During 2025, AMNS India experienced a decline in steel

shipments (in part impacted by planned maintenance but also

unfavorable market conditions during the first half of 2025).

Sales decreased by 7.5% primarily due to the lower average

steel selling prices and lower shipments as explained above.

Sustainable Solutions
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025		2024		change	% change
Sales	10,501		10,722		(221)	(2.1)%
Depreciation	(235)		(178)		(57)	32.0%
Impairment	(17)		—		(17)	(100.0)%
Operating  income	142		57		85	149.1%

Sales decreased by 2.1% in 2025 as compared to 2024

primarily due to lower activity levels and prices. Operating

income increased by 149.1% primarily due to ramp-up of the

renewable energy project in India, partly offset by $28 million

restructuring charges. Operating income in 2024 was also

negatively impacted by $79 million primarily related to

restructuring charges.

Mining
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2025	2024	change	% change
Sales	3,232	2,663	569	21.4%
Depreciation	(316)	(263)	(53)	20.2%
Operating income	789	770	19	2.5%
Iron ore production (million tonnes)	35.3	27.9	7.4	26.5%
Iron ore shipments (million tonnes)	36.3	26.4	9.9	37.5%

	Note			For the year ended December 31,
Iron ore production (million metric tonnes)	1	Type	Product	2025	2024
AMMC		Open pit	Concentrate, lump, fines and pellets	25.6	24.2
AML		Open pit / Underground	Fines	9.7	3.7
Total iron ore production				35.3	27.9

1. Total of all finished production of fines, concentrate, pellets and lumps.

Iron ore production and shipments increased by 26.5% and

37.5%, respectively, mainly driven by higher volumes at AML

supported by operational improvements and the ongoing ramp-

up of Phase 2 capacity expansion. The operation is

progressing toward 20 million tonnes of annual capacity, with

shipments expected to exceed 18 million tonnes by end of

2026 as sinter‑feed output increases and the concentrator

continues to ramps up, supporting improved price realization.

Iron ore production in 2024 was negatively impacted by rail

disruptions at AMMC due to wildfires near Port Cartier in late

June 2024 and by rail accidents at AML in the first quarter of

2024. Sales and operating income increased in 2025 as

compared to 2024 by 21.4% and 2.5%, respectively, primarily

due to higher iron ore shipments, partly offset by lower iron ore

reference prices (net of lower freight costs) and higher

depreciation resulting from phase 2 expansion in Liberia.

Sales of $1,365 million and iron ore shipments of 13.7 million

tonnes to external customers in 2025 increased by 39% and

47%, respectively, compared to $982 million and 9.3 million

tonnes in 2024, mainly due to higher volumes at AML as

explained above.

The average reference iron ore price was $101.9 per tonne in

2025 as compared to $109.6 per tonne in 2024 (delivered to

China, normalized to Qingdao and 62% Fe US $ per tonne,

Metal Bulletin). However, there may not be a direct correlation

between reference prices and actual selling prices in various

regions at a given time. See also quarterly reference prices in

"Raw materials" above.

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Management report

Financing costs-net

	Performance for the year ended December 31,
(in $ millions)	2025	2024	change	% change
Net interest expense1	(296)	(110)	(186)	169%
Foreign exchange gains / (losses)	256	(565)	821	145%
Other net financing costs 2	(669)	(499)	(170)	34%
Financing costs - net	(709)	(1,174)	465	(40)%

1. interest expense less interest income.

2. includes bank fees, interest on pension obligations and other long-term

liabilities, revaluation of derivative instruments and expenses related to true

sale of receivables.

The increase in net interest expense in 2025 is primarily due to

higher average gross debt levels and lower interest income.

Foreign exchange gain in 2025 is mainly related to the

depreciation of the U.S. dollar against the euro and the

Brazilian real (as compared to foreign exchange losses due to

the appreciation of the U.S. dollar against most currencies in

2024). In 2025, other net financing costs included a $101

million charge related to the extension of the term of the

mandatory convertible bond (see note 11.2 to the consolidated

financial statements). In 2024, other financing costs included a

$83 million expense relating to the fair value at acquisition date

of the forward in connection with the Vallourec acquisition.

Income tax expense (benefit)

ArcelorMittal recorded an income tax expense of $0.4 billion for

2025 as compared to $1.5 billion for 2024. The decrease in tax

expense reflects lower operating income with a smaller share

of earnings generated in higher‑tax jurisdictions such as

Canada. In addition, exceptional items, such as bargain

purchase in North America segment, had minimal tax impact.

The decrease includes a $82 million decrease in deferred tax

assets and resulting deferred tax expense related to the

reduction of the statutory tax rate in Luxembourg effective

January 1, 2025 from 24.94% to 23.87%. Income tax expense

included also in 2024 a $0.2 billion provision relating to

expected resolution of the tax disputes in the North America

segment. See note 10.1 to the consolidated financial

statements.

ArcelorMittal’s consolidated income tax expense (benefit) is

affected by the income tax laws and regulations in effect in the

various countries in which it operates and the pre-tax results of

its subsidiaries in each of these countries, which can change

from year to year. ArcelorMittal operates in jurisdictions, mainly

in Eastern Europe and Asia, which have a structurally lower

corporate income tax rate than the statutory tax rate as

enacted in Luxembourg (23.87%), as well as in jurisdictions,

mainly in Brazil and Mexico, which have a structurally higher

corporate income tax rate. The statutory income tax expense

(benefit) and the statutory income tax rates of the countries

that most significantly resulted in the tax expense (benefit) at

statutory rate for each of the years ended December 31, 2025

and 2024 are as set forth below:

	2025				2024
	Statutory income tax		Statutory income tax rate*		Statutory income tax		Statutory income tax rate*
Argentina	3		35.00%		(39)		35.00%
Belgium	(5)		25.00%		(27)		25.00%
Brazil	(163)		34.00%		173		34.00%
Canada	171		25.90%		488		25.90%
France	(60)		25.82%		(197)		25.82%
Germany	(134)		25.00%		(197)		30.30%
Italy	(3)		24.00%		(18)		24.00%
Liberia	(32)		25.00%		(42)		25.00%
Luxembourg	1,234		23.87%		556		23.87%
Mexico	(206)		30.00%		49		30.00%
The Netherlands	(26)		25.80%		(19)		25.80%
Poland	(37)		19.00%		(71)		19.00%
South Africa	(37)		27.00%		(86)		27.00%
Spain	(5)		25.00%		(8)		25.00%
Ukraine	(39)		18.00%		(39)		18.00%
United States	36		21.00%		68		21.00%
Others	(20)				(9)
Total	677				582

*The statutory tax rates are the (future) rates enacted or substantively enacted by

the end of the respective period.

Non-controlling interests

Net income attributable to non-controlling interests was $91

million and $41 million for 2025 and 2024, respectively. Net

income attributable to non-controlling interests for the year

ended December 31, 2025 and 2024 primarily relates to the

non-controlling shareholders’ share of net income recorded in

AMMC and Belgo Bekaert Arames in Brazil. 

Net income attributable to equity holders of the parent

ArcelorMittal’s net income attributable to equity holders of the

parent was $3.2 billion and $1.3 billion for 2025 and 2024,

respectively. ArcelorMittal's basic earnings per common share

was $4.13 and $1.70 in 2025 and 2024, respectively.

Liquidity and capital resources

ArcelorMittal’s principal sources of liquidity are cash generated

from its operations and its credit facilities at the corporate level.

Impact of organizational structure

Because ArcelorMittal is a holding company, it is dependent

upon the earnings and cash flows of, as well as dividends and

distributions from, its operating subsidiaries to pay expenses

and meet its debt service obligations. Cash and cash

equivalents are primarily centralized at the parent level and are

managed by ArcelorMittal Treasury SNC, although from time to

time cash or cash equivalent balances may be held at the

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Management report

Company’s international subsidiaries or its holding companies.

Some of these operating subsidiaries have debt outstanding or

are subject to acquisition agreements that impose restrictions

on such operating subsidiaries’ ability to pay dividends, but

such restrictions are not significant in the context of

ArcelorMittal’s overall liquidity. Repatriation of funds from

operating subsidiaries may also be affected by tax and foreign

exchange policies in place from time to time in the various

countries where the Company operates, though none of these

policies is currently significant in the context of ArcelorMittal’s

overall liquidity.

In management’s opinion, ArcelorMittal’s credit facilities and

working capital are adequate for its present requirements.  

ArcelorMittal had available borrowing capacity of $5.5 billion

under its $5.5 billion revolving credit facility as of December 31,

2025 and 2024 (see below—Credit facilities). For information

regarding the currencies of cash and cash equivalents and

restricted cash, see note 6.1.4 to the consolidated financial

statements.

Credit facilities

ArcelorMittal’s principal credit facilities are described below, for

further information on its existing credit facilities and several

debt financing and repayment transactions completed during

2025, please refer to note 6 to the consolidated financial

statements.

On May 29, 2024, ArcelorMittal signed an agreement for a $5.5

billion revolving credit facility (the "Facility"). This Facility

incorporates a single tranche of $5.5 billion maturing on May

29, 2029, with two one-year extension options at the lenders’

discretion (i.e. the options to extend are to be exercised before

the dates that are respectively one and two years after the

signing date of the agreement). On April 30, 2025, ArcelorMittal

exercised the option to extend the Facility's maturity by one

year to May 29, 2030. The Facility may be used for general

corporate purposes and was fully available as of December 31,

2025. The Facility contains restrictive covenants, which among

other things, limit encumbrances on the assets of ArcelorMittal

and its subsidiaries, the ability of ArcelorMittal’s subsidiaries to

incur debt and the ability of ArcelorMittal and its subsidiaries to

dispose of assets in certain circumstances. The Company

makes drawdowns from and repayments on the Facility in the

framework of its cash management.

In addition, ArcelorMittal has a $445 million revolving multi-

currency letter of credit facility (the “Letter of Credit Facility”)

maturing on July 31, 2027, with two one-year extension

options. The Letter of Credit Facility is used by the Company

and its subsidiaries for the issuance of letters of credit and

other instruments. The terms of the letters of credit and other

instruments contain certain restrictions as to duration.

The margin applicable to ArcelorMittal’s principal credit facilities

(the Facility and certain other credit facilities) and the coupons

on certain of its outstanding bonds are subject to adjustment in

the event of a change in its long-term credit ratings. On June 9,

2025, Standard & Poor's upgraded ArcelorMittal's credit rating

from 'BBB-' to 'BBB' on improved business and assigned a

'Stable' outlook. On December 4, 2025, Moody’s upgraded

ArcelorMittal’s credit rating from ‘Baa3’ to ‘Baa2’ on

strengthening its business profile, including a structural

improvement in margins and a reduction in earnings volatility

and assigned a ‘Stable’ outlook. See "Introduction—Risk

Factors and Control—Risk factors—Risks related to

ArcelorMittal's financial position and organizational structure—

ArcelorMittal's indebtedness could have an adverse impact on

its results of operations and financial position, and the market's

perception of ArcelorMittal's leverage or of certain financial

transactions may affect its share price."

Indebtedness

Most of the external debt is borrowed by the parent company

on an unsecured basis and bears interest at varying levels

based on a combination of fixed and variable interest rates.

Total debt as of December 31, 2025 increased to $13.4 billion

as compared to $11.6 billion as of December 31, 2024. See "—

Sources and uses of cash—Net cash used in financing

activities" and note 6.3 to the consolidated financial

statements.

Net Debt1
	December 31
in $ billions	2025		2024	change
Long-term debt	10.7		8.8	1.9
Short-term debt and current portion of long-term debt	2.7		2.8	(0.1)
Total Debt (A)	13.4		11.6	1.8
Cash and cash equivalents 2 (B)	5.5		6.5	(1.0)
Net Debt (A) - (B) = (C)	7.9		5.1	2.8
Total Equity (D)	56.5		51.3	5.2
Gearing3 (C)/(D)	14.0%		9.9%	4.1%

1. defined as long-term debt, net of current portion plus short-term debt and

current portion of long-term debt less cash and cash equivalents, restricted

cash and cash and cash equivalents held as part of assets held for sale.

2. including restricted cash of $84 million and $84 million at December 31, 2025

and December 31, 2024, respectively. Restricted cash included $67 million

and $68 million relating to various environmental obligations, true sales of

receivables programs and letter of credits issued in ArcelorMittal South Africa

as of December 31, 2025 and December 31, 2024, respectively.

3. defined as net debt divided by total equity.

The increase in net debt in 2025 reflects the consolidation of

debt resulting from several acquisitions for $1.9 billion,

including mainly ArcelorMittal Calvert for $1.2 billion, $0.3

billion share buy backs and $0.4 billion dividend payments to

ArcelorMittal shareholders, partly offset by $4.8 billion net cash

provided by operating activities less $4.3 billion capital

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Management report

expenditures. Non-compliance with the covenants in the

Company’s borrowing agreements entitles the lenders under

such facilities to accelerate the Company’s repayment

obligations. The Company was in compliance with the material

financial covenants in the agreements related to all of its

borrowings as of December 31, 2025. ArcelorMittal’s debt

facilities have provisions whereby the acceleration of the debt

of another borrower within the ArcelorMittal group could, under

certain circumstances, lead to acceleration under such

facilities.

The following table summarizes the repayment schedule of

ArcelorMittal’s outstanding indebtedness, which includes short-

term and long-term debt, as of December 31, 2025.

	Repayment amounts per year (in billions of $)
Type of indebtedness as of December 31, 2025	2026	2027	2028	2029	2030 and beyond	Total
Bonds	1.1	1.2	0.6	0.5	4.5	7.9
Commercial paper	0.9	—	—	—	—	0.9
Lease liabilities and other loans	0.7	0.4	0.8	0.3	2.4	4.6
Total gross debt	2.7	1.6	1.4	0.8	6.9	13.4

The average debt maturity of the Company was 7.7 years as of

December 31, 2025, as compared to 6.7 years as of December

31, 2024.

Further information regarding ArcelorMittal’s outstanding short-

term and long-term indebtedness as of December 31, 2025,

including the breakdown between fixed rate and variable rate

debt, is set forth in note 6 to the consolidated financial

statements. Further information regarding ArcelorMittal’s use of

financial instruments for hedging purposes is set forth in note 6

to the consolidated financial statements.

The Company expects to service its cash requirements in the

near and medium-term with net cash provided by operating

activities. In the future, the Company may enter into additional

financing facilities if required.

Mandatory convertible bond

On March 14, 2023, the Company through its wholly-owned

subsidiary Hera Ermac made an early repayment of 226,666 of

the 666,666 outstanding unsecured and unsubordinated bonds

mandatorily convertible into preferred shares of such

subsidiary for a total cash consideration of $340 million. See

notes 11.2 to the consolidated financial statements. On

December 19, 2025, the Company extended the conversion

date of its bonds mandatorily convertible into preferred shares

to January 28, 2028.

Trade receivables

ArcelorMittal has established a number of programs for sales

without recourse of trade accounts receivable to various

financial institutions (referred to as true sale of receivables

(“TSR”)). As of December 31, 2025, the total amount of trade

accounts receivables sold amounted to $5.0 billion. Through

the TSR programs, certain operating subsidiaries of

ArcelorMittal surrender the control, risks and benefits

associated with the accounts receivable sold; therefore, the

amount of receivables sold is recorded as a sale of financial

assets and the balances are removed from the consolidated

statements of financial position at the moment of sale.

Trade payables

As part of the Company’s ongoing efforts to improve its

working capital position, it continually engages with its

customers and suppliers with the aim of improving overall

terms, including pricing, quality, just in time delivery, discounts

and payment terms. Trade accounts payable have maturities

from 15 to 180 days depending on the type of material, the

geographic area in which the purchase transaction occurs and

the various contractual agreements. The Company’s average

outstanding number of trade payable days amounted to 82

over the last 5 years. The ability of suppliers to provide

payment terms may be dependent on their ability to obtain

funding for their own working capital needs and or their ability

to early discount their receivables at their own discretion (the

Company estimates that about $2.3 billion of trade payables

were subject to early discount by its suppliers in 2025 as

compared to $2.8 billion in 2024). Given the nature and large

diversification of its supplier base the Company does not

expect any material impact to its own liquidity position as a

result of suppliers not having access to liquidity. As of

December 31, 2025, a 5-day reduction in trade payable days

would result in a trade payables decrease by $640 million.

Commitments, obligations and other arrangements

The Company's cash requirements in the near and medium

term are primarily driven by the current commitments,

obligations and other arrangements in place as of December

31, 2025. ArcelorMittal has various purchase commitments for

materials, supplies and capital expenditure incidental to the

ordinary course of business. As of December 31, 2025,

ArcelorMittal had various outstanding obligations mostly related

to:

• Guarantees, pledges and other collateral related to

financial debt and credit lines given on behalf of third

parties and joint ventures,

• Capital expenditure commitments mainly related to

commitments associated with investments in expansion

and improvement projects by various subsidiaries, and

• Other commitments comprising mainly commitments

incurred for gas supply to electricity suppliers.

These commitments, obligations and other arrangements will

become due in 2026 and beyond. These various purchase

commitments and long-term obligations will have an effect on

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Management report

ArcelorMittal’s future liquidity and capital resources. For further

details on commitments and obligations, please refer to

note 9.4 to the consolidated financial statements. ArcelorMittal

also has various environmental commitments and asset

retirement obligations as of December 31, 2025. For further

details on environmental commitments and asset retirement

obligations, please refer to note 9.1 to the consolidated

financial statements.

As of December 31, 2025, ArcelorMittal had guarantees of $1.2

billion and $5.4 billion of debt of its subsidiaries and joint

ventures, respectively, as compared to $375 and $6.3 billion as

of December 31, 2024, respectively. Guarantees of

indebtedness of joint ventures at December 31, 2025 included

$4.4 billion issued on behalf of AMNS India. The guarantee

relates to $10.1 billion credit facilities with a syndicate of

Japanese banks in connection with the acquisition of AMNS

India and the expansion of AMNS India’s steelmaking capacity

at its Hazira plant. The obligations under the term loan

agreements are both guaranteed by ArcelorMittal and NSC in

proportion to their interests in the joint venture, 60% and 40%.

See also note 9.4 to the consolidated financial statements for a

description of guarantees by ArcelorMittal for joint ventures.

Earnings distribution 

ArcelorMittal held 13.9 million shares in treasury as of

December 31, 2025, as compared to 84.3 million shares as of

December 31, 2024. As of December 31, 2025, the number of

shares held by the Company in treasury represented 1.79% of

the Company’s total issued share capital. On November 20,

2025, ArcelorMittal cancelled 77,809,772 treasury shares to

keep the number of treasury shares within appropriate levels.

Following this cancellation, the aggregate number of shares

issued and fully paid up decreased from 852,809,772 to

775,000,000.

On February 6, 2025, ArcelorMittal announced that the Board

had recommended to increase the annual base dividend to

shareholders to $0.55/share, which was approved on May 6,

2025 at the annual general meeting of shareholders. The

dividend amounted to $421 million. In addition, during 2025,

ArcelorMittal repurchased 6.8 million shares under the share

buy-back program previously announced on May 5, 2023 (this

program was completed on April 1, 2025) and 2 million shares

under the new share buy-back program announced on April 7,

2025. For further information on buy-backs, see "Shareholders

and Markets—Purchases of equity securities by the issuer and

affiliated purchasers".

On February 5, 2026, ArcelorMittal announced that the Board

of Directors recommended an increase of the base annual

dividend to $0.60/share in 2026, subject to the approval of

shareholders at the annual general meeting of shareholders in

May 2026. See "Introduction —History and development of the

Company—Other information—Capital return policy".

Pension/OPEB liabilities

The defined benefit liabilities for employee benefits increased

to $ 2.5 billion at December 31, 2025 from $2.3 billion at

December 31, 2024. For additional information with respect to

the Company’s pension plan and OPEB liabilities, including a

breakdown by region and by type of plan, see note 8.2 to the

consolidated financial statements.

Sources and uses of cash

Years ended December 31, 2025, and 2024

The below provides a discussion and analysis comparing the

years ended December 31, 2025 and 2024. For the discussion

and analysis comparing sources and uses of cash in the years

ended December 31, 2024 and 2023, see “Operating and

financial review—Liquidity and capital resources—Sources and

uses of cash" in the annual report for the year ended

December 31, 2024.

The following table presents a summary of cash flow of

ArcelorMittal:

Summary of Cash Flows	For the year ended December 31,
(in $ millions)	2025	2024	change	% change
Net cash provided by operating activities	4,808	4,852	(44)	(0.9)%
Net cash used in investing activities	(4,551)	(4,987)	436	(8.7)%
Net cash used in financing activities	(1,766)	(680)	(1,086)	159.7%

Net cash provided by operating activities

Net cash provided by operating activities was relatively stable

at $4.8 billion in 2025 as compared to $4.9 billion in 2024. Net

cash provided by operating activities in 2025 included an

operating working capital release of $0.5 billion, including a

$0.8 billion and $0.6 billion inflow from inventories and trade

accounts receivable, respectively, partially offset by a $0.9

billion outflow for trade accounts payable, as compared to a

marginal operating working capital release of $0.1 billion in

2024, composed of a $0.2 billion and $0.1 billion inflow from

inventories and trade accounts payable, respectively, partially

offset by a $0.2 billion outflow for trade accounts receivable.

Net cash used in investing activities

Net cash used in investing activities was $4.6 billion in 2025 as

compared to $5.0 billion in 2024. Purchases of property, plant

and equipment and intangibles ("capital expenditures") slightly

decreased in 2025 to $4.3 billion as compared to $4.4 billion in

2024 at the lower end of the initial guidance (range between

$4.5 billion to $5.0 billion). Capital expenditures included $1.1

billion and $1.3 billion of strategic growth capital expenditures

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Management report

for 2025 and 2024, respectively, and $0.3 billion of

decarbonization capital expenditures for 2025 and 2024. See

“Properties and capital expenditures—Capital expenditures”

and "—Outlook" below.

In 2025, ArcelorMittal’s major capital expenditures relating to

strategic projects included Liberia expansion project, EAF and

electrical steels facility at ArcelorMittal Calvert and Mardyck

electrical steels (France) for 42%, 22% and 13% of the total

amount, respectively. They also included Serra Azul mine

direct reduction pellet feed plant and Barra Mansa section mill

(Brazil) and Las Truchas mines (Mexico) revamping and

capacity increase. In 2024, ArcelorMittal’s major capital

expenditures relating to strategic projects included Liberia

expansion project, renewable energy project in India and

Mardyck electrical steels (France) for 41%, 14% and 14% of

the total amount, respectively. They also included ArcelorMittal

Vega Do Sul expansion, Serra Azul mine direct reduction pellet

feed plant and Barra Mansa section mill (Brazil) and Las

Truchas mines (Mexico) revamping and capacity increase.

ArcelorMittal’s major capital expenditures in 2023 included the

following projects: ArcelorMittal Vega Do Sul expansion, Serra

Azul mine direct reduction pellet feed plant, ArcelorMittal

Liberia mine phase 2 premium product expansion, Andra

Pradesh (India) renewable energy project, Barra Mansa

section mill, Mardyck (France) new electrical steels production

facilities, Las Truchas mines (Mexico) revamping and capacity

increase, Monlevade sinter plant, blast furnace and melt shop

(now cancelled). See also “Properties and capital expenditures

—Capital expenditures”.

Net cash used in investing activities in 2025 included also $263

million cash inflow related to the cash of AMNS Calvert at

acquisition date, $301 million inflow as final settlement with

respect to the loan related to the sale of Kazakhstan operations

in 2023, partly offset by $104 million and $167 million net cash

outflow in connection with the acquisitions of Tekno and Tuper,

respectively, $202 million related to the settlement of the

Votorantim put option liability and $206 million equity

investment in the NEMM joint venture. See note 2.2.4 and

2.4.1 to the consolidated financial statements.

Net cash used in investing activities in 2024 included $1,048

million cash outflow for the acquisition of a 28.4% interest in

the associate Vallourec, $201 million for the acquisition of

Italpannelli Spain and Italy in the Sustainable Solutions

segment and $120 million initial equity contribution into a new

joint venture. Net cash used in other investing activities in 2024

also included $227 million net proceeds from the sale of the

Company's remaining 4% stake in Ereĝli Demir ve Çelik

Fabrikalari T.A.S. (“Erdemir”) and $111 million inflow in relation

to the first installment of an intra-group loan in connection with

the sale of ArcelorMittal Temirtau.

Net cash used in financing activities

Net cash used in financing activities was $1.8 billion in 2025,

as compared to $0.7 billion in 2024.

In 2025, net cash used in financing activities was driven by

several repayments including €750 million ($869 million) and

$184 million Fixed Rate Notes due 2025 repaid at maturity,

€659 million ($752 million) Schuldschein loans, $350 million

working‑capital facility at ArcelorMittal Calvert, $225 million

short‑term receivable facility at ArcelorMittal Calvert. Net cash

used in financing activities also included $262 million for share

buybacks. These outflows were partly offset by the proceeds

from the issuance of €650 million ($754 million) of Fixed Rate

Notes due 2030, €700 million ($799 million) from new

Schuldschein issuances, and JPY 70.5 billion ($447 million)

loan offerings issued on the Japanese Samurai loan market.

In 2024, net cash used in financing activities included primarily

$1,038 million net inflow (from the issuance of €500 million

Fixed Rate Notes due 2028 and €500 million Fixed Rate Notes

due 2031) and $987 million net inflow from the issuance of

$500 million Fixed Rate Notes due 2034 and $500 million

Fixed Rate Notes due 2054. It included also the repayment at

maturity of the Company's €1.0 billion Fixed Rate Notes due

2024 for the outstanding amount of $579 million (€529 million).

In addition, net cash used in financing activities for the year

ended December 31, 2024 included $1,300 million outflow

relating to share buybacks, $580 million in dividend payments

(see below) and $203 million for lease payments, partly offset

by $172 million cash inflow from capital increase in Finocas

subscribed by the Flemish government. For further details

related to capital markets, liability management transactions

and debt repayments in 2024, see note 6.1.2 to the

consolidated financial statements.

In 2025, dividend payments totaled $542 million including $421

million to ArcelorMittal shareholders and $121 million to

non‑controlling shareholders in subsidiaries, while in 2024,

dividend payments totaled $580 million, including $393 million

to ArcelorMittal shareholders and $187 million to

non‑controlling shareholders in subsidiaries.

Equity

Equity attributable to the equity holders of the parent increased

to $54.5 billion as of December 31, 2025 from $49.2 billion as

of December 31, 2024 primarily due to $3.0 billion foreign

exchange gains resulting from the depreciation of the U.S.

dollar against other currencies and net income attributable to

the equity holders of the parent of $3.2 billion party offset by a

$0.3 billion decrease due to share buyback programs and $0.4

billion dividend payments. See note 11 to ArcelorMittal’s

consolidated financial statements for the year ended

December 31, 2025.

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Disclosures about market risk

ArcelorMittal is exposed to a number of different market risks

arising from its normal business activities. Market risk is the

possibility that changes in raw materials prices, foreign

currency exchange rates, interest rates, base metal prices

(zinc, nickel, aluminum and tin) and energy prices (oil, natural

gas and power) will adversely affect the value of ArcelorMittal’s

financial assets, liabilities or expected future cash flows.

The fair value information presented below is based on the

information available to management as of the date of the

consolidated statements of financial position. Although

ArcelorMittal is not aware of any factors that would significantly

affect the estimated fair value amounts, such amounts have

not been comprehensively revalued for purposes of this annual

report since that date, and therefore, the current estimates of

fair value may differ significantly from the amounts presented.

The estimated fair values of certain financial instruments have

been determined using available market information or other

valuation methodologies that require considerable judgment in

interpreting market data and developing estimates.

See note 6 to ArcelorMittal’s consolidated financial statements

for quantitative information about risks relating to financial

instruments, including financial instruments entered into

pursuant to the Company’s risk management policies.

Risk management

ArcelorMittal has implemented strict policies and procedures to

manage and monitor financial market risks. Organizationally,

supervisory functions are separated from operational functions,

with proper segregation of duties. Financial market activities

are overseen by the CEO and CFO, the Corporate Finance

and Tax Committee and the Executive Office.

All financial market risks are managed in accordance with the

Treasury and Financial Risk Management Policy. These risks

are managed centrally through Group Treasury by a group

specializing in foreign exchange, interest rate, commodity,

internal and external funding and cash and liquidity

management.

All financial market hedges are governed by ArcelorMittal’s

Treasury and Financial Risk Management Policy, which

includes a delegated authority and approval framework, sets

the boundaries for all hedge activities and dictates the required

approvals for all Treasury activities. Hedging activity and limits

are monitored on an ongoing basis. ArcelorMittal enters into

transactions with numerous counterparties, mainly banks and

financial institutions, as well as brokers, major energy

producers and consumers.

As part of its financial risk management activities, ArcelorMittal

uses derivative instruments to manage its exposure to changes

in interest rates, foreign exchange rates and commodities

prices. These instruments are principally interest rate, currency

and commodity swaps, spots and forwards. ArcelorMittal may

also use futures and options contracts.

Counterparty risk

ArcelorMittal has established detailed counterparty limits to

mitigate the risk of default by its counterparties. The limits

restrict the exposure ArcelorMittal may have to any single

counterparty. Counterparty limits are calculated taking into

account a range of factors that govern the approval of all

counterparties. The factors include an assessment of the

counterparty’s financial soundness and its ratings by the major

rating agencies, which must be of a high quality. Counterparty

limits are monitored on a periodic basis.

All counterparties and their respective limits require the prior

approval of the Corporate Finance and Tax Committee.

Standard agreements, such as those published by the

International Swaps and Derivatives Association, Inc. (ISDA)

are negotiated with all ArcelorMittal trading counterparties.

Currency exposure

ArcelorMittal seeks to manage each of its entities’ exposure to

its operating currency. For currency exposure generated by

activities, the conversion and hedging of revenues and costs in

foreign currencies is typically performed using currency

transactions on the spot market and forward market. For some

of its business segments, ArcelorMittal hedges future cash

flows.

Because a substantial portion of ArcelorMittal’s assets,

liabilities, sales and earnings are denominated in currencies

other than the U.S. dollar (its reporting currency), ArcelorMittal

has exposure to fluctuations in the values of these currencies

relative to the U.S. dollar. These currency fluctuations,

especially the fluctuation of the value of the U.S. dollar relative

to the euro, the Canadian dollar, Brazilian real, South African

rand, Argentine peso, Indian rupee, Polish zloty and Ukrainian

hryvnia, as well as fluctuations in the currencies of the other

countries in which ArcelorMittal has significant operations and/

or sales, could have a material impact on its results of

operations.

ArcelorMittal faces transaction risk, where its businesses

generate sales in one currency but incur costs relating to that

revenue in a different currency. For example, ArcelorMittal’s

subsidiaries may purchase raw materials, including iron ore

and coking coal, in U.S. dollar, but may sell finished steel

products in other currencies. Consequently, an appreciation of

the U.S. dollar will increase the cost of raw materials, thereby

negatively impacting the Company’s operating margins, unless

the Company is able to pass along the higher cost in the form

of higher selling prices.

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Management report

ArcelorMittal faces foreign currency translation risk, which

arises when ArcelorMittal translates the financial statements of

its subsidiaries, denominated in currencies other than the U.S.

dollar for inclusion in ArcelorMittal’s consolidated financial

statements.

The tables below illustrate the impact of a 10% increase or

decrease between the foreign currencies with the highest

impact on net debt translation and the U.S. dollar as of

December 31, 2025 and December 31, 2024.  A positive sign

means an increase in the net debt.

Currency		Impact on net debt translation of a 10% appreciation of the U.S. dollar against the currency		Impact on net debt translation of a 10% depreciation of the U.S. dollar against the currency
In 2025		in $ equivalent (in millions)		in $ equivalent (in millions)
Argentine peso		43		(43)
Euro		(271)		271
Indian rupee		(5)		5
Japanese yen		(45)		45
Polish zloty		(22)		22
South African rand		(11)		11
Others		9		(9)

Currency		Impact on net debt translation of a 10% appreciation of the U.S. dollar against the currency		Impact on net debt translation of a 10% depreciation of the U.S. dollar against the currency
In 2024		in $ equivalent (in millions)		in $ equivalent (in millions)
Argentine peso		49		(49)
Brazilian real		13		(13)
Euro		(111)		111
Indian rupee		(10)		10
Moroccan dirham		7		(7)
Polish zloty		2		(2)
Others		(3)		3

Derivative instruments

ArcelorMittal uses derivative instruments to manage its

exposure to movements in interest rates, foreign exchange

rates and commodity prices. Changes in the fair value of

derivative instruments are recognized in the consolidated

statements of operations or in equity according to nature and

effectiveness of the hedge.

Derivatives used are non-exchange-traded derivatives such as

over-the-counter swaps, options and forward contracts.

For the Company’s tabular presentation of information related

to its market risk sensitive instruments, please see note 6 to

the consolidated financial statements.

Interest rate sensitivity

Cash balances, which are primarily composed of euros and

U.S. dollar, are managed according to the short-term (up to

one year) guidelines established by senior management on the

basis of a daily interest rate benchmark, primarily through

short-term currency swaps, without modifying the currency

exposure.

Interest rate risk on debt

ArcelorMittal’s policy consists of incurring debt at fixed and

floating interest rates, primarily in U.S. dollar and euros

according to general corporate needs. Interest rate and

currency swaps are utilized to manage the currency and/or

interest rate exposure of the debt.

For the Company’s tabular presentation of the fair values of its

short and long term debt, please see note 6 to the consolidated

financial statements.

Commodity price risk

ArcelorMittal utilizes a number of exchange-traded

commodities in the steel-making process. In certain instances,

ArcelorMittal is the leading consumer worldwide of certain

commodities. In some businesses and in certain situations,

ArcelorMittal is able to pass this exposure on to its customers.

The residual exposures are managed as appropriate.

Financial instruments related to commodities (base metals,

energy, freight and emission rights) are utilized to manage

ArcelorMittal’s exposure to price fluctuations.

Hedges in the form of swaps and options are utilized to

manage the exposure to commodity price fluctuations.

In case of natural gas, ArcelorMittal has a portfolio of

steelmaking assets with approximately 74% of steel being

produced through the BF-BOF route which means resulting by-

product gases are recycled and utilized as a substitute for

natural gas covering a large part of the Company's needs.

Overall, the Company has a policy of hedging a portion of its

natural gas requirements with other strategic long term hedges

in place.

With respect to emission rights, in 2025, the Company has

fulfilled its shortfall requirements through the utilization of some

of its hedges and through some spot purchases by strategically

buying certificates in a planned manner.

For the Company’s tabular presentation of information related

to its market risk sensitive instruments, please see note 6 to

the consolidated financial statements.

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Management report

In respect of non-exchange traded commodities, ArcelorMittal

is exposed to volatility in the prices of raw materials such as

iron ore (which is generally correlated with steel prices with a

time lag) and coking coal. This exposure is almost entirely

managed through long-term contracts, however some hedging

of iron ore exposures is made through derivative contracts. For

a more detailed discussion of ArcelorMittal’s iron ore and

coking coal purchases, see “Operating and financial review —

Key factors affecting results of operations—Raw materials”.

Outlook

Subject to macroeconomic uncertainties, the Company expects

world ex-China apparent steel demand to grow by 2% in 2026.

The Company forecasts steel production and shipments to

increase across all regions in 2026 compared to 2025,

supported by operational improvements and the impact of

trade protections. In Europe in particular, ArcelorMittal expects

to benefit as domestic mills progressively regain market share

from imports, with the combined effect of CBAM and the new

TRQ mechanism strengthening through the year.

ArcelorMittal’s global asset base positions the Company to

capture medium‑ and long‑term growth in steel demand, driven

by investments in the energy transition, new infrastructure and

mobility systems, defence security and data‑center capacity.

The Company's capital expenditures in 2026 are projected to

be within the range of $4.5 billion to $5.0 billion (of which $1.4

billion to $1.8 billion is related to strategic growth capital

expenditure and approximately $0.3 billion on projects related

to decarbonization). Depreciation in 2026 is estimated at

approximately $3.0 billion.

All information that is not historical in nature and disclosed

under “Operating and financial review”, and in particular in this

Outlook section, is deemed to be a forward-looking statement.

A detailed discussion of principal risks and uncertainties which

may cause actual results and events to differ materially from

such forward-looking statements is included in the section

“Introduction—Risk Factors and Control—Risk factors”.

MANAGEMENT AND EMPLOYEES

Directors and senior management

Board of Directors

ArcelorMittal places a strong emphasis on corporate

governance. The Board of Directors is composed of nine

directors, of which six are independent directors. Mrs. Karyn

Ovelmen is the Lead Independent Director. The Board of

Directors has three committees: The Audit & Risk Committee,

the Appointment, Remuneration and Corporate Governance

Committee ("ARCG Committee") and the Sustainability

Committee. The ARCG Committee and the Audit & Risk

Committee are comprised exclusively of independent directors.

There are two independent directors on the Sustainability

Committee.

The annual general meeting of shareholders on May 6, 2025

acknowledged the expiration of the terms of office of Ms.

Vanisha Mittal Bhatia and Mr. Karel de Gucht, and the

shareholders subsequently re-elected Ms. Vanisha Mittal

Bhatia and Mr. Karel de Gucht for a new term of three years

each. The retirement of Tye Burt in 2024 left a vacancy on the

Board, which the Company continues to work to fill.

As part of its assessment of the Company’s leadership

structure, the ARCG Committee reviewed the key duties and

responsibilities of the Company’s Executive Chairman and its

Lead Independent Director as follows:

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Management report

Executive Chairman	Lead Independent Director
* Chairs the Board of Directors' and shareholders' meetings	* Provides independent leadership to the Board of Directors
* Works with the Lead Independent Director to set agenda for the Board of Directors and reviews the schedule of the meetings	* Presides at executive sessions of independent directors
* Serves as a public face of the Board of Directors and of the Company	* Advises the Executive Chairman of any decisions reached and suggestions made at the executive sessions, as appropriate
* Serves as a resource for the Board of Directors	* Coordinates the activities of the other independent directors
* Guides discussions at the Board of Directors meetings and encourages directors to express their positions	* Oversees Board of Directors' governance processes, including succession planning and other governance-related matters
* Communicates significant business developments and time-sensitive matters to the Board of Directors	* Liaison between the Executive Chairman and the other independent directors
* Is responsible for managing day-to-day business and affairs of the Company	* Calls meetings of the independent directors when necessary and appropriate
* Interacts with the CEO within the Executive Office of the Company and frequently meets stakeholders and provides feedback to the Board of Directors	* Leads the Board of Directors’ self-evaluation process and such other duties as are assigned from time to time by the Board of Directors

The members of the Board of Directors are set out below. Henk Scheffer is the Company Secretary and, accordingly, acts as secretary

of the Board of Directors.

Name		Age5		Date of joining the Board 6		End of Term		Position within ArcelorMittal 5
Lakshmi N. Mittal		75		May 1997		May 2026		Executive Chairman of the Board of Directors
Aditya Mittal8		49		June 2020		May 2026		Director and Chief Executive Officer
Vanisha Mittal Bhatia7		45		December 2004		May 2028		Director
Michel Wurth3		71		May 2014		May 2026		Director
Karyn Ovelmen1, 2, 4		62		May 2015		May 2027		Lead Independent Director
Karel de Gucht1, 4		71		May 2016		May 2028		Director
Etienne Schneider1, 2, 3, 4		54		June 2020		May 2026		Director
Clarissa Lins2, 3, 4		58		June 2021		May 2027		Director
Patricia Barbizet1, 4		70		May 2023		May 2026		Director

1. Member of the Audit & Risk Committee.

2. Member of the ARCG Committee.

3. Member of the Sustainability Committee.

4. Non-executive and independent director.

5. Age and position as of December 31, 2025.

6. Date of joining the Board of ArcelorMittal or, if prior to 2006, its predecessor Mittal Steel

Company NV. 

7. Ms. Vanisha Mittal Bhatia is the daughter of Mr. Lakshmi N. Mittal and sister of Mr. Aditya

Mittal.

8. Mr. Aditya Mittal is the son of Mr. Lakshmi N. Mittal and brother of Ms. Vanisha Mittal

Bhatia. 

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Management report

Lakshmi N. Mittal

Executive Chairman

75 years old Nationality: Indian Date of first election: May 1997 Term start date: May 2023 Term end date: May 2026 Expertise and experience Lakshmi N. Mittal is the Executive Chairman of ArcelorMittal since February 2021. He was previously the Chairman and Chief Executive Officer of ArcelorMittal. He is a renowned global businessman who serves on the boards of various companies and advisory councils. He is an active philanthropist engaged in the fields of education and child health. Mr. Mittal was born in Sadulpur in Rajasthan in 1950. He graduated from St Xavier’s College in Kolkata, where he received a Bachelor of Commerce degree. He has received numerous awards for his contribution to the steel industry over the years and in April 2018, Mr. Mittal was awarded by the American Iron and Steel Institute with the Gary medal award recognizing his great contribution to the steel industry. He is widely recognized for successfully integrating many company acquisitions in North America, South America, Europe, South Africa and the CIS. Mr. Mittal is Chairman of the board of Aperam, a member of the board of Goldman Sachs and a member of the board of Cleveland Clinic. He previously sat on the board of Airbus N.V. He is a member of the World Economic Forum’s International Business Council, the World Steel Association’s Executive Committee and the Indian School of Business. Mr. Mittal is the father of Aditya Mittal (who is Chief Executive Officer and a non- independent Director of ArcelorMittal and Aperam) and Vanisha Mittal Bhatia (who is a non-independent Director of ArcelorMittal). Mr. Mittal is married to Mrs. Usha Mittal. Mr. Mittal is a citizen of India. 

Aditya Mittal

Chief Executive Officer ("CEO")

49 years old Nationality: Indian Date of first election: June 2020 Term start date: May 2023 Term end date: May 2026 Expertise and experience Aditya Mittal is the Chief Executive Officer since February 2021 and has been a Director since 2020. He led the formation of ArcelorMittal in 2006, and has held various senior leadership roles, including managerial oversight of the Group’s flat carbon steel businesses in the Americas and Europe, in addition to his role as CFO of ArcelorMittal until February 2021. He is an active philanthropist with a particular interest in child health. Together with his wife Megha, he is a significant supporter of the Great Ormond Street Children’s Hospital in London, having funded the Mittal Children’s Medical Centre, and in India, the couple works closely with UNICEF, having funded the first ever country-wide survey into child nutrition, the results of which are being used by the Government of India to inform relevant policy. Aditya Mittal is the Alternate Governor and Managing Partner of the Boston Celtics and serves as a member of the Executive Committee for the Boston Children’s Hospital. He also serves on the boards of ArcelorMittal, Aperam, Iconiq Capital, and is the Chairman of AMNS India. He is an alumnus of the World Economic Forum Young Global Leader’s program and a member of Harvard University’s Global Advisory Council. He holds a bachelor’s degree in economics with concentrations in Strategic Management and Corporate Finance from the Wharton School in Pennsylvania, United States. He is the son of Mr. Lakshmi N. Mittal and brother of Ms. Vanisha Mittal Bhatia. Mr. Aditya Mittal is a citizen of India.

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Management report

Vanisha Mittal Bhatia

Non-independent Director

45 years old Nationality: Indian Date of first election: December 2004 Term start date: May 2022 Term end date: May 2028 Expertise and experience Vanisha Mittal Bhatia is a non-independent Director of ArcelorMittal. She was appointed as a member of the Board of Directors of LNM Holdings in June 2004. Mrs. Vanisha Mittal Bhatia was appointed to Mittal Steel’s Board of Directors in December 2004, where she worked in the Procurement department leading various initiatives including "total cost of ownership program". She joined Aperam in April 2011 and since has held the position of Chief Strategy Officer. She has a Bachelor of Sciences from the European Business School. Mrs. Vanisha Mittal Bhatia is the daughter of Mr. Lakshmi N. Mittal and the sister of Mr. Aditya Mittal. Mrs. Vanisha Mittal Bhatia is a citizen of India.

Michel Wurth

Non-independent Director

71 years old Nationality: Luxembourgish Date of first election: May 2014 Term start date: May 2023 Term end date: May 2026 Expertise and experience Michel Wurth is a non-independent Director of ArcelorMittal and a member of the Sustainability Committee. He joined Arbed in 1979 and held a variety of functions before joining the Arbed Group Management Board and becoming its chief financial officer in 1996. The merger of Aceralia, Arbed and Usinor, leading to the creation of Arcelor in 2002, led to Mr. Wurth’s appointment as Senior Executive Vice President and Chief Financial Officer of Arcelor. He became a member of ArcelorMittal’s Group Management Board in 2006, responsible for Flat Carbon Europe, Global R&D, Distribution Solutions and Long Carbon Worldwide. Michel Wurth retired from the GMB in April 2014 and was elected to ArcelorMittal’s board of directors in May 2014. He holds a Law degree from the University of Grenoble, France, and a degree in Political Science from the Institut d’Études Politiques de Grenoble as well as a Master’s of Economics from the London School of Economics, UK. Mr. Wurth is also doctor of laws honoris causa of the Sacred Heart University, Luxembourg. Mr. Wurth is Chairman of ArcelorMittal Luxembourg S.A. (a wholly owned subsidiary of ArcelorMittal) as well as Vice Chairman of the supervisory board of Dillinger Hütte AG and Dillinger Hütte Saarstahl AG (associates of ArcelorMittal). Mr. Wurth is a Board member of Orion Engineered Carbon S.A., a global company active in the black carbon industry, listed on NASDAQ. Mr. Wurth served as Chairman of the Luxembourg Chamber of Commerce between May 2004 and May 2019 and is a member of the Council of the Central Bank of Luxembourg. He is also non-executive Chairman of BIP Investment Partners S.A. and BIP Capital Partners S.A., and non-executive Board member of Brasserie Nationale. BIP Investment Partners and BIP Capital Partners S.A. are Luxembourg based companies organized as investment funds investing in small and mid-cap private equity and Brasserie Nationale is a privately owned brewery based in Luxembourg. Mr. Wurth is vice-chairman of the Luxembourg Red Cross. Mr. Wurth is a citizen of Luxembourg.

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Management report

Karyn Ovelmen

Non-executive and independent Director

62 years old Nationality: USA Date of first election: May 2015 Term start date: June 2021 Term end date: May 2027 Expertise and experience Karyn Ovelmen is Lead Independent Director of ArcelorMittal as well as the Chairwoman of the ARCG Committee and a member of the Audit & Risk Committee. From May 2023 to July 2025, she was Chief Financial Officer at Newmont, a company listed on the New York Stock Exchange. From November 2020 to July 2025, Mrs. Ovelmen served as a board member and on the Audit Committee of the Hess Corporation. From January 2019 to December 2019, she was the Gas Power Transformation Leader for the General Electric Company. Prior to that, Mrs. Ovelmen served as Executive Vice President and Chief Financial Officer of Flowserve, a position that she held from June 2015 to February 2017. She also previously served as Chief Financial Officer and Executive Vice President of LyondellBasell Industries NV from 2011 to May 2015, as Executive Vice President and Chief Financial Officer of Petroplus Holdings AG from May 2006 to September 2010 and as Executive Vice President and Chief Financial Officer of Argus Services Corporation from 2005 to 2006. Prior to that, Mrs. Ovelmen was Vice President of External Reporting and Investor Relations at Premcor Refining Group Inc. She also spent 12 years with PricewaterhouseCoopers, primarily serving energy industry accounts. Mrs. Ovelmen was a member of the Gates Industrial Corporation plc. Board of Directors as a non-executive director, sitting on their Audit Committee from December 2017 to March 2019. Mrs. Ovelmen holds a Bachelor of Arts degree from the University of Connecticut, USA, and is a Certified Public Accountant ("CPA"). Mrs. Ovelmen is a citizen of the United States of America.

Karel de Gucht

Non-executive and independent Director

71 years old Nationality: Belgian Date of first election: May 2016 Term start date: May 2022 Term end date: May 2028 Expertise and experience Karel de Gucht is a non-executive and independent Director and a member of the Audit & Risk Committee. Mr. De Gucht is a Belgian Minister of State. He was the European Commissioner for Trade in the second Barroso Commission from 2010 to 2014 and for Development and Humanitarian Aid in the first Barroso Commission from 2009 to 2010. Previously, Mr. De Gucht served as Belgium's Minister of Foreign Affairs from 2004 to 2009 and Vice Prime Minister of Belgium from 2008 to 2009. In addition, in 2006, he was the Chairman in Office of the Organization for Security and Cooperation in Europe (OSCE) and Member of the Security Council of the United Nations from 2007 to 2008. Since 1991, Mr. De Gucht has been a Professor of Law at the VUB (the Dutch-speaking Free University Brussels). He is currently a member of the European Advisory Board of CVC Capital Partners, a member of the board of directors of the listed company Proximus NV and the president of the Brussels School of Governance at the VUB (Free University Brussel), a leading learning and research institute. Karel De Gucht is a member of the Board of Directors of nv EnergyVision, a non-listed company active in renewables. In the course of 2021, Mr. De Gucht was nominated Chairman of the Board of YOUSTON NV, a non-listed Belgian company specialized in archiving, digitalization and processing. Mr. De Gucht holds a Master of Law degree from the VUB and is a Belgian citizen.

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Management report

Etienne Schneider

Non-executive and independent Director

54 years old Nationality: Luxembourgish Date of first election: June 2020 Term start date: May 2023 Term end date: May 2026 Expertise and experience Etienne Schneider is a non-executive and independent Director and a member of the Audit & Risk Committee, the ARCG Committee and the Sustainability Committee. Mr. Schneider joined the government of Luxembourg in 2012 as Minister of the Economy and Foreign Trade before being appointed Deputy Prime Minister, Minister of the Economy, Minister of Internal Security and Minister of Defense in 2013. In 2018, Mr. Schneider became Deputy Prime Minister, Minister of the Economy and Minister of Health and in February 2020 retired from politics. He previously filled several positions as a senior civil servant, such as a research assistant at the European Parliament in Brussels, economist for the LSAP parliamentary group in the Chamber of Deputies and project leader with NATO in Brussels. He also served as a government advisor responsible for various Directorates. Mr. Schneider became a member of the executive board of several companies, such as the Société électrique de l’Our (SEO), Enovos International SA, Enovos Deutschland AG and the National Credit and Investment Company (SNCI). Upon being appointed minister in 2012, he resigned from all of these positions. Since 2020, Mr. Schneider is a member of the board of Sofidra which is the Luxembourg holding of the international dredging company Jan de Nul. In 2021, Mr. Schneider became president of the board of LuxTP, a Luxembourgish affiliate of the Belgian construction company Besix Group in which he has held a position as an independent board member since 2020. Mr. Schneider is also a board member of NorthStar, a space non-listed start-up company based in Luxembourg, and an investor and board member of AM 4 AM, a non-listed start-up company dedicated to the development of new materials, also based in Luxembourg. He is a board member at Quantumrock Securization Sàrl, an unregulated securitization undertaking based in Luxembourg. Mr. Schneider was a member of the board of a non-listed Luxemburgish company Mikro Kapital until October 2024. Mr. Schneider holds a degree from the Institut Catholique des Hautes Etudes Commerciales (ICHEC) in Brussels and from Greenwich University in London in commercial and financial sciences. Mr. Schneider is a citizen of Luxembourg.

Clarissa Lins

Non-executive and independent Director

58 years old Nationality: Brazilian Date of first election: June 2021 Term start date: June 2021 Term end date: May 2027 Expertise and experience Clarissa Lins is a non-executive and independent Director of ArcelorMittal as well as the Chairwoman of the Sustainability Committee. Mrs. Lins is a senior executive with consolidated experience in strategy, sustainability, and corporate governance. With a distinguished education background in economics, she worked on relevant projects in the public sector at the beginning of her career - she was part of Brazil’s Ministry of Finance team that produced the economic stabilization program known as the Real Plan in 1994, under President Cardoso. She also served as an Advisor to the President of Brazil’s BNDES Development Bank, participating in the structuring of the country’s large-scale privatization projects from 1995 to 1999. She was head of Corporate Strategy at Petrobras from 1999 to 2002, when the state-owned oil and gas company shifted its strategy and improved its corporate governance practices while doing an IPO at the NYSE. Mrs. Lins moved her focus more specifically towards sustainability in 2004, when she joined the FBDS Fundação Brasileira para o Desenvolvimento Sustentável (Brazilian Foundation for Sustainable Development). In 2013, she founded the consultancy Catavento, advising corporations in the areas of strategy and sustainability. Mrs. Lins was the President of the Brazilian Institute of Petroleum and Gas (IBP) from November 2019 until March 2021, after serving as Executive Director for more than three years. She has served on Boards of leading companies operating in Brazil, including the Board of Directors of Votorantim Cimentos and Vibra Energia (listed on the Brazilian stock exchange). She is also a member of Suzano's Sustainability Committee (the world’s largest producer of market pulp) and a member of the Board of Directors of Isa Energia, a leading company in the energy transmission sector in Brazil. Other companies in which she has held relevant board committee positions include Shell, Vale and Petrobras. Mrs. Lins is a citizen of Brazil.

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Patricia Barbizet

Non-executive and independent Director

70 years old Nationality: French Date of first election: May 2023 Term start date: May 2023 Term end date: May 2026 Expertise and experience Mrs. Patricia Barbizet is a non-executive and independent Director and Chairwoman of the Audit & Risk Committee. Mrs. Barbizet is Chief Executive Officer of Temaris & Associés, lead independent director of Pernod Ricard (listed company). In addition, she is chairwoman of AFEP (Association française des entreprises privées) and a member of the Board of Directors of CMA CGM. She started her career as International Treasurer in Renault Véhicules Industriels, and then as Chief Financial Officer of Renault Crédit International. In 1989, Mrs. Barbizet joined the Groupe Pinault as Chief Financial Officer. She was Chief Executive Officer of Artémis, the investment company of the Pinault family, from 1992 to 2018. Mrs. Barbizet was Chief Executive Officer and chairwoman of Christie’s International from 2014 to 2016, served as a qualified independent member on the boards of PSA Peugeot-Citroen, Air France-KLM, Groupe Bouygues, FNAC-DARTY, AXA, Total, as well as chairwoman of the Investment Committee of the “Fond Stratégique d’Investissement” from 2008 until 2013, and chairwoman of the "Comité de surveillance des investissements d'avenir" of the Secrétariat Général pour l'Investissement (SGPI) until 2023. Mrs. Barbizet graduated from the École Supérieure de Commerce de Paris (ESCP Business School). Mrs. Barbizet is a citizen of France.

Senior management

As of December 31, 2025, ArcelorMittal’s senior management

was comprised of the Executive Office supported by nine other

Executive Officers. ArcelorMittal’s Executive Office was

comprised of the Executive Chairman, Mr. Lakshmi N. Mittal

and the CEO, Mr. Aditya Mittal. Together, the Executive

Officers are responsible for the implementation of the

Company strategy, overall management of the business and all

operational decisions.

Name		Age		Position
Lakshmi N. Mittal1		75		Executive Chairman of ArcelorMittal
Aditya Mittal1		49		Chief Executive Officer of ArcelorMittal
Genuino Christino1		54		Chief Financial Officer of ArcelorMittal
Kleber Silva1		62		Executive Vice President, CEO ArcelorMittal Mining
Jorge Luiz Ribeiro De Oliveira1		60		Executive Vice President, CEO ArcelorMittal Flat South America
Geert Van Poelvoorde1		60		Executive Vice President, CEO ArcelorMittal Europe
John Brett1		60		Executive Vice President, CEO ArcelorMittal North America
Bradley Davey1		61		Executive Vice President and Head of Corporate Business Optimization
Vijay Goyal1		54		Executive Vice President, CEO of Ukraine, Development Initiatives and Europe and Middle East JVs
Dilip Oommen1		67		Executive Vice President, CEO AMNS India
Stephanie Werner-Dietz1		53		Executive Vice President,  Head of Human Resources

1. Age and position as of December 31, 2025.

Lakshmi N. Mittal (See “—Board of Directors”).

Aditya Mittal (See "—Board of Directors").

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Genuino M. Christino

Member of the Group management committee,

Chief Financial Officer.

54 years old Nationality: Brazilian Expertise and experience Genuino M. Christino is the Group Chief Financial Officer and Executive Vice President of ArcelorMittal since February 2021. He is a member of the Group management committee since 2016. Prior to Mr. Christino’s appointment as Chief Financial Officer, he was the Group Head of Finance since 2016. As Chief Financial Officer, Mr. Christino is responsible for all of the Company’s financial functions, including treasury, corporate finance, accounting, performance management, insurance and investor relations. In addition, Mr. Christino oversees the Group's Merger & Acquisitions, Legal and IT activities and is a member of the Company’s Investment Allocation Committee. Mr. Christino also heads the Company’s Corporate Finance and Tax Committee where all key financial transactions of the Group are reviewed and approved. Since August 2024, Mr. Christino is a member of the Board of Directors of Vallourec, in which ArcelorMittal has acquired a 28% equity stake. Prior to joining ArcelorMittal in 2003, Mr. Christino had spent ten years at KPMG in Brazil and in the United Kingdom, as an auditor and a consultant. Mr. Christino holds a bachelor’s degree in accounting and business administration from the Universidade Paulista in São Paolo, Brazil and has also completed an Executive MBA Program from the Dom Cabral Foundation in Belo Horizonte, Brazil. Mr. Christino is a citizen of Brazil.

Kleber Silva

Member of the Group management committee,

CEO of ArcelorMittal Mining.

62 years old Nationality: Brazilian and British Expertise and experience Kleber Silva is a member of the Group management committee, Executive Vice President and the Chief Executive Officer of ArcelorMittal Mining. He rejoined ArcelorMittal in April 2024. Before rejoining ArcelorMittal, Mr. Silva served as the Deputy Chief Executive Officer and Chief Operating Officer of Eramet since 2017, where he oversaw global mining and metallurgical operations across various commodities, including manganese, nickel, zircon, titanium, mineral sands, manganese alloys and lithium. With over 37 years in the mining and metals industry, Mr. Silva began his career in 1988 at MBR and Vale, where he took on various senior operational responsibilities in Brazil. He also gained international experience at Québec Cartier Mining Company in Canada (later known as ArcelorMittal Mines Canada). After joining ArcelorMittal in 2006 as Vice President overseeing mining operations, he advanced to Head of Iron Ore Operations and Chief Technology Officer for Iron Ore Mines in 2008. In May 2012, he was promoted to Executive Vice President and Head of Iron Ore of ArcelorMittal. He brings a proven track record of accomplishments in safety, value creation, growth, turnaround strategies, and operational excellence. Mr. Silva holds a Master’s degree from École Nationale Supérieure des Mines de Paris, France, and is a qualified mining engineer from Escola de Minas da Universidade Federal de Ouro Preto (UFOP), Brazil. Mr. Silva is a citizen of both Brazil and the United Kingdom.

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Jorge Luiz Ribeiro De Oliveira

Member of the Group management committee,

President of ArcelorMittal Brasil and CEO of ArcelorMittal Flat South America.

60 years old Nationality: Brazilian Expertise and experience Jorge Luiz Ribeiro De Oliveira is a member of the Group Management Committee, Executive Vice President, President of ArcelorMittal Brasil, and Chief Executive Officer of ArcelorMittal Flat South America. He began his career with ArcelorMittal Tubarão in 1987 as a trainee engineer and was appointed as Section Manager of the blast furnaces in January 1989, he. He subsequently advanced to Production Planning & Scheduling Manager in April 2001, and in December 2002, became Manager of the blast furnaces and sinter areas. In June 2008, Mr. Ribeiro De Oliveira was promoted to General Manager, assuming responsibility for iron making and the energy department, a position he held until 2010. He then served as General Manager for steelmaking and the hot strip mill department. In 2011, he temporarily left the Company, returning in July 2014 as Chief Operations Officer of Flat Carbon South America. In 2019, he relocated to the United States to serve as Chief Executive Officer of ArcelorMittal Calvert in Alabama. He has held his current role as Chief Executive Officer of ArcelorMittal Flat South America since October 2021 and was additionally appointed President of ArcelorMittal Brasil in 2025. Mr. Ribeiro De Oliveira holds a degree in metallurgical engineering from the Universidade Federal Fluminense in Brazil. He has also completed several executive development programs, including the Executive STC at the Kellogg School of Management in the United States and the PGA program conducted in partnership with Fundação Dom Cabral and INSEAD in France. He is a citizen of Brazil.

Geert Van Poelvoorde

Member of the Group management committee.

CEO ArcelorMittal Europe

60 years old Nationality: Belgian Expertise and experience Geert Van Poelvoorde is a member of the Group management committee, Executive Vice President and Chief Executive Officer of ArcelorMittal Europe. He started his career in 1989 as a project engineer at the Sidmar Ghent hot strip mill, where he held several senior positions in the automation and process computer department. He moved to Stahlwerke Bremen in 1995 as senior project manager. Between 1998 and 2002, he headed a number of departments, and in 2003, he was appointed director of Stahlwerke Bremen, responsible for operations and engineering. In 2005, Mr. Van Poelvoorde returned to ArcelorMittal Ghent to take up the position of Chief Operating Officer. In 2008, he became CEO of ArcelorMittal Ghent with direct responsibility for primary operations. He was appointed CEO of the Business Division North within Flat Carbon Europe in 2009. In January 2014, he was appointed CEO of Flat Carbon Europe and Purchasing and in February 2021, he became CEO of ArcelorMittal Europe. Since November 2015, he is a member of the executive committee of Eurofer (as president between 2015 and the end of 2022), the European steel federation and is serving on several boards. He graduated from the University of Ghent with a degree in civil engineering and electronics. Mr. Van Poelvoorde is a citizen of Belgium.

John Brett

Member of the Group management committee,

Chief Executive Officer of ArcelorMittal North America.

60 years old Nationality: USA Expertise and experience John Brett is a member of the Group management committee, Executive Vice President and the Chief Executive Officer of ArcelorMittal North America. He joined the Group at former Inland Steel in 1988 as an associate accountant, and progressed to become a manager specializing in financial analysis and systems in 1997. In 1998, Mr. Brett took on the role of controller for Ispat Inland Steel and in 2005, he was promoted to Vice President, Finance and Planning and Controller for Mittal Steel USA. In 2012, Mr. Brett was appointed Executive Vice president Finance, Planning and Procurement for ArcelorMittal USA. Prior to becoming CEO of ArcelorMittal North America in January 2021, Mr. Brett was CEO of ArcelorMittal USA. Mr. Brett holds an MBA from the University of Chicago and is a graduate in economics from DePauw University. Mr. Brett is a citizen of the United States of America.

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Bradley Davey

Member of the Group management committee,

Head of Corporate Business Optimization.

61 years old Nationality: Canadian Expertise and experience Bradley Davey is a member of the Group management committee, Executive Vice President and Head of Corporate Business Optimization. He joined Dofasco in 1986 as a project engineer in the central maintenance department, joined assigned maintenance in 1989, and then the hot strip mill ("HSM") in 1990. He held various positions in the HSM before becoming a Business Unit Manager in 1996. He gained international manufacturing experience through this role by leading two separate multi-year technical exchanges and through leading Dofasco’s HSM modernization project. In 2002, he changed careers to marketing as a Manager of Strategic Marketing, led Dofasco’s marketing process redesign project before becoming General Manager of Marketing in 2005, then Director of Industry Sales in 2007, and then Vice President Commercial in 2008. In 2014, he became Chief Marketing Officer ("CMO") North America Automotive, then became CMO North America Flat Rolled later in 2014. In 2016, he became CMO of Global Automotive along with CMO North America. In 2018, Mr. Davey became CEO of ArcelorMittal North America and held this position until his nomination to Head of Corporate Business Optimization in early April 2021. Currently based in Canada, Mr. Davey has responsibility for Global Automotive, R&D, CTO, Corporate Health and Safety, Commercial Coordination, Corporate Capital Goods Procurement, Capital Projects, Corporate Communications and Corporate Responsibility, Global Automotive, JVs in China and India, Tailored Blanks Americas, and is Vice Chairman of the Investment Allocation Committee. Mr. Davey holds a mechanical engineering degree from McMaster University, Canada. Mr. Davey is a citizen of Canada.

Vijay Goyal

Member of the Group management committee,

CEO of Ukraine, Development Initiatives and Europe and Middle East JVs

54 years old Nationality: Indian Expertise and experience Vijay Goyal is a member of the Group management committee, Executive Vice President and is regional Chief Executive Officer of Ukraine, Development Initiatives and Europe and Middle East joint ventures. His responsibilities encompass Ukraine operations, key development initiatives such as Global Capability Centre in India branded as ArcelorMittal Global Businesses and Technologies (“GBT”), European real estate and the new headquarters project in Luxembourg and oversight of joint ventures across the Europe and Middle East region. He has been a member of the Group management committee since October 2016 and was nominated executive officer in February 2022. Mr. Goyal joined Mittal Steel in 1999, working in various positions in the finance function. In 2007, he became Chief Financial Officer and Head of Strategy for Long Carbon Europe, followed by his appointment as Chief Financial Officer and Head of Central Supply Chain for Flat Carbon Europe in 2008. From 2014 to 2016, Mr. Goyal was Chief Financial Officer of ArcelorMittal Europe and additionally in charge of legal, IT and Shared Service Centre Europe, before being appointed Chief Executive Officer of ArcelorMittal Downstream Solutions and member of the Group management committee. In 2019, he led several strategic projects, most notably the acquisition of Essar Steel India in partnership with Nippon Steel, resulting in the creation of ArcelorMittal Nippon Steel (AM/NS) India. He was subsequently appointed Chief Executive Officer of ArcelorMittal CIS in January 2020. Mr. Goyal graduated from St Xavier’s College, Calcutta. He is a chartered accountant and cost and works accountant from respective institutes in India. Before joining ArcelorMittal, he worked as an internal auditor at ITC Limited, India. In 2021, he was recognized with the “Global Achiever” award by The Institute of Chartered Accountants of India. He has also completed executive education programs at the Wharton and Stanford Business Schools. Mr. Goyal is a citizen of India.

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Management report

Dilip Oommen

Member of the Group management committee,

Chief Executive Officer of AMNS India.

67 years old Nationality: Indian Expertise and experience Dilip Oommen is a member of the Group management committee. He was appointed CEO of AMNS India in December 2019 after the acquisition of Essar Steel India (ESIL). He has more than 40 years of experience in the steel industry. Mr. Oommen joined ESIL in 2003 as chief operating officer, before moving to senior leadership positions within the company. He was appointed Managing director and Chief Executive Officer of ESIL in 2019. Prior to joining ESIL, Mr. Oommen had worked in various leadership roles in Hadeed (SABIC), both in Long and Flat Product divisions. In 2020, Mr. Oommen was elected President of the Indian Steel Association, the industry body that represents major public and private sector steel companies in India. He has also served in the past as Co-Chair of the Federation of Indian Chambers of Commerce & Industry’s ("FICCI") Steel Committee, one of several industry leadership roles he has taken on during his career. He is also a member of the Advisory Committee of the Steel Ministry of India. Mr. Oommen is a metallurgical engineer from the Indian Institute of Technology, Kharagpur. He has attended several management and technical programs across the globe. Mr. Oommen is a citizen of India.

Stephanie Werner-Dietz

Member of the Group management committee.

Head of Human Resources

53 years old Nationality: German Expertise and experience Stephanie Werner-Dietz is a member of the Group management committee, Executive Vice President and Head of Human Resources. She was appointed Head of Human Resources in September 2022. She joined ArcelorMittal with a long ranging HR experience of almost 25 years at Nokia, which she joined in 1998. Throughout her career, Mrs. Werner-Dietz has held different HR leadership positions in various countries. She held multiple HR business partner and expert roles across the company, and she was Chief People Officer of Nokia, based in Finland from January 2020 until her arrival at ArcelorMittal. Mrs. Werner-Dietz is a graduate in applied business languages (Chinese) and international business studies from the University of Applied Sciences of Bremen, Germany. Mrs. Werner-Dietz is a citizen of Germany.

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Compensation

Content
Annual statement from the Chairman of ARCG Committee
Board of Directors
Remuneration at a glance - senior management	Overview of the Company's remuneration policy and rationale of each performance metric
Remuneration at a glance - 2025 pay outcomes	Comparison of pay outcomes 2025 vs. 2024 vs. 2023 vs. 2022 vs. 2021 Explanation of results for 2024 short-term incentives paid in 2025
Remuneration
Remuneration strategy	Explanation of what informs the ARCG's decision on pay
Remuneration policy	Explanation of policies applied to senior management
Remuneration mix	Overview of the remuneration mix for senior management
2025 Total remuneration	Overview of 2025 outcomes
Short-term incentives	Description of short-term incentives plan ("STI")
ArcelorMittal Equity Incentive Plan	Description of long-term incentive plan ("LTIP" or "LTI"s)
Other benefits	Description of other benefits
Clawback	Explanation of Company’s clawback policy
Abbreviations
EBITDA	Operating income plus depreciation, impairment expenses, special items and income (loss) from associates, joint ventures and other investments (excluding impairments)
FCF	Free cash flow
STI	Short-term incentives
LTI/LTIP	Long-term incentives (plans)
EPS	Earnings per share
ESG	Environment, social and governance
PSU	Performance share units
RSU	Restricted share units
ROCE	Return on capital employed
TSR	Total shareholder return

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Management report

Annual statement from the Chairwoman of ARCG Committee

Dear Shareholders,

As Chairwoman of the Appointments, Remuneration &

Corporate Governance Committee (“ARCG”), I am pleased to

provide shareholders with a summary of the Committee’s key

activities during 2025, together with an outlook for the year

ahead.

Safety

Safety remains a central priority across the Company, reflected

in the work of the ARCG Committee, supported by the

Sustainability Committee and, this year, the Audit and Risk

Committee. As part of the continued enhancement of the

Company’s health and safety assurance model, the third line of

assurance has been embedded within the Global Assurance

function, providing independent oversight. The resulting

findings are reviewed by the Audit and Risk Committee and

shared with the ARCG Committee.

2025 marked the first year of the Company’s three‑year

transformation program, during which the focus was on

establishing the foundations necessary to progress toward a

zero‑fatality, zero‑serious‑injury workplace. In alignment with

this ambition, the executive short‑term incentive plan has been

revised to link performance to the RIR, replacing the proactive

PSIF metric used in 2024. As PSIF performance had reached

maximum levels in many entities, the shift to RIR ensures

continued emphasis on measurable improvement.

The ARCG Committee also approved an increase in the

weighting of safety performance within the long‑term Executive

Office incentive plan, raising it from 10% in 2024 to 20%,

underscoring the critical importance of safety across the

organization.

People strategy, remuneration and nomination

In 2025, the ARCG Committee focused on strengthening the

remuneration architecture and succession planning.

Throughout the year, Committee members actively engaged

with shareholders on AGM proposals, with particular emphasis

on the governance and remuneration matters they raised. The

Committee welcomed the constructive feedback provided.

ArcelorMittal has made progress on improving the

representation of women in leadership and this in turn

reinforced the Company’s decision to remove the diversity

metric from the group LTIP—a decision also endorsed by the

ARCG Committee. This adjustment enables the Company to

strengthen the emphasis on safety within the LTIP, reflecting

the level of focus required across the organization.

Succession planning remained a central focus for the ARCG

Committee, both at Board level and across leadership teams

within each segment. For the Board, the Committee evaluates

candidates against defined requirements and qualifications,

ensuring an appropriate balance of individual profiles,

competencies and geographical representation that reflects the

Company’s footprint across Europe, Asia, North America and

South America. Increasingly, specific industry experience,

strong financial expertise and a deep understanding of

sustainability are regarded as essential attributes. We will

nominate a suitable candidate for election to the Board of

Directors at the next General Meeting of shareholders in May

2026.

In parallel, the Committee continued to monitor succession

pipelines within each segment, with particular attention to

leadership depth, capability development and readiness to

support the Company’s long‑term strategy.

Climate and sustainability

ArcelorMittal continues to actively support the energy transition

through investments in renewables, state-of-the-art electric arc

furnaces, low carbon building solutions and electrical steels.

On decarbonization, the Company has been clear that to make

progress with decarbonization projects in Europe, it needs a

business case that ensures these projects are sustainable over

the long-term. There are four elements to this – effective trade

protection, a CBAM that avoids carbon leakage, access to

competitively priced clean energy and market demand for low

carbon steel. The European Commission’s proposal on the new

trade tool and proposed revisions to the CBAM have been

encouraging; the Group now awaits completion of the

legislative process.

Where compelling business cases exist, however, the transition

to electric arc furnace production continues. A new 1.1 million

tonne EAF is scheduled for commissioning in 2026 in Gijón,

Spain, and the ramp‑up of production from two EAFs in Sestao,

Spain to 1.6 million tonnes is underway. Together, these

projects will materially strengthen the Company’s ability to meet

growing demand for low‑carbon steel and further expand its

market‑leading XCarb® offering.

Going forward

As the Company enters the second year of its three‑year safety

transformation program, safety will remain a central focus for

the ARCG Committee. ArcelorMittal will continue to monitor

progress closely to ensure the foundations established in 2025

translate into sustained improvement across all operations.

Looking ahead, the Committee will maintain its disciplined

oversight of remuneration, governance and succession

priorities, ensuring that the Company’s leadership and reward

frameworks continue to evolve in step with its strategic

ambitions.

On behalf of the Committee, I thank you for your continued

commitment and support for ArcelorMittal.

Yours Sincerely,

Karyn Ovelmen

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Board of Directors 

Directors’ fees

The ARCG Committee of the Board of Directors prepares

proposals on the remuneration to be paid annually to the

members of the Board of Directors. 

At the May 6, 2025 annual general meeting of shareholders,

the shareholders approved the annual remuneration for non-

executive directors for the 2024 financial year, based on the

following annual fees (euro denominated amounts are

translated into U.S. dollar as of December 31, 2024): 

• Basic director’s remuneration: €169,952 ($176,563); 

• Lead Independent Director’s remuneration: €239,709

($249,034); 

• Additional remuneration for the Chair of the Audit &

Risk Committee: €32,976 ($34,258); 

• Additional remuneration for the other Audit & Risk

Committee members: €20,293 ($21,082); 

• Additional remuneration for the Chairs of the other

committees: €19,024 ($19,765); and

• Additional remuneration for the members of the other

committees: €12,683 ($13,176).

The total annual remuneration (euro denominated amounts are translated into U.S. dollar at the prevailing closing rate) of the members

of the Board of Directors for their service for the last five financial years was as follows:

		Year ended December 31,
(Amounts in $ thousands except Long-term incentives information)	2025	2024	2023	2022	2021
Base salary1	3,655	3,371	3,214	3,199	3,483
Director fees	1,678	1,442	1,658	1,676	1,784
Short-term performance-related bonus 1	5,549	—	—	6,388	5,134
Long-term incentives 1, 2	159,927	241,856	141,973	141,564	109,143

1 Includes Executive Chairman and CEO. Slight differences between the years are possible, due to foreign currency effects. The Executive Chairman and the CEO

voluntarily renounced their 2023 and 2022 Performance Bonus ($2.8 million and $2.7 million for the Executive Chairman and $3.1 million and $3 million for the CEO)

(which would otherwise have been paid in 2024 and 2023, respectively) due to the high number of fatalities. The long-term incentives number corresponds to the number

of units granted.

2 See “Management and employees—Compensation—Remuneration—ArcelorMittal Equity Incentive Plan.”

The annual remuneration (euro denominated amounts are translated into U.S. dollar at the prevailing closing rate) for the last five

financial years to the current and former members of the Board of Directors for services in all capacities in the years in which they were

Directors was as follows:

			Year ended December 31,
(Amounts in $ thousands)		2025 1	2024 1	2023 1	2022 1	2021 1
Lakshmi N. Mittal		1,731	1,580	1,536	1,529	1,700
Aditya Mittal		1,924	1,791	1,678	1,670	1,783
Vanisha Mittal Bhatia		200	164	175	169	176
Suzanne P. Nimocks		—	—	—	76	189
Bruno Lafont		—	—	96	277	302
Tye Burt		—	63	201	194	194
Karyn Ovelmen		333	274	269	201	221
Michel Wurth		215	177	188	181	181
Karel de Gucht		224	184	196	189	208
Etienne Schneider		243	200	196	189	197
Clarissa Lins		237	195	207	200	116
Patricia Barbizet		226	185	130	—	—
Total		5,333	4,813	4,872	4,875	5,267

1. Remuneration for non-executive Directors with respect to 2025 will be paid in 2026 subject to Board of Directors proposal and to the shareholder approval at the annual

general meeting to be held on May 5, 2026. Remuneration for non-executive Directors with respect to 2024, 2023, 2022 and 2021 was paid in 2025, 2024, 2023 and

2022, respectively, following the shareholder approval at the annual general meetings held on May 6, 2025, on April 30, 2024, May 2, 2023 and on May 4, 2022,

respectively. Slight differences between the years are possible, due to foreign currency effects.

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Management report

Except for the Executive Chairman and the CEO, members of the Board of Directors have not received any remuneration from any

subsidiary of the Group in 2025.

The annual base salary for the last five financial years on a full-time equivalent basis of employees of ArcelorMittal S.A. was as follows:

(Amounts in $ thousands)	2025 1	2024	2023	2022	2021
Average base salary	604	550	502	446	446

1. The annual base salary is calculated for approximately 11 employees with a labor contract with ArcelorMittal S.A (not including any employees employed by other entities

within the Group).

ArcelorMittal has performed a benchmarking on remuneration

with its selected peers and fixed the remuneration of the

employees and Directors based on the outcome of that

exercise.

The policy of the Company is not to grant any share-based

remuneration to members of the Board of Directors who are

not executives of the Company. As of December 31, 2025,

ArcelorMittal did not have any loans or advances outstanding

to members of its Board of Directors and ArcelorMittal had not

given any guarantees in favor of any member of its Board of

Directors. None of the members of the Board of Directors,

other than the CEO, benefit from an ArcelorMittal pension plan.

Short-term incentives paid to executive directors were as

follows for the last five financial years:

		Short-term Incentives
		2025	2024	2023	2022	2021
Lakshmi N. Mittal		2,652	—	—	3,053	2,908
Aditya Mittal		2,897	—	—	3,335	2,226

The following tables provide a summary of the PSUs granted

(long-term incentives) to the executive directors on the Board

of Directors, as of December 31, 2025. There were no

outstanding stock options as of December 31, 2025.

	PSUs granted in 2025	PSUs granted in 2024	PSUs granted in 2023	PSUs granted in 2022	PSUs granted in 2021
Lakshmi N. Mittal	77,184	112,635	67,857	67,662	52,166
Aditya Mittal	82,743	129,221	74,116	73,902	56,977
Term (in years)	3	3	3	3	3
Vesting date1	January 1, 2029	January 1, 2028	January 1, 2027	January 1, 2026	January 1, 2025

1. See “—Remuneration—LTIP", for vesting conditions.

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Management report

Remuneration at a glance - senior management

The following table provides a brief overview of the Company’s remuneration policy for senior management. Additional information is

provided below.

ArcelorMittal's Remuneration Policy
Remuneration	Period	Strategy		Characteristic
Salary	2025	Recruitment and retention	l	Reviewed annually by the ARCG Committee considering market data
			l	Increases based on the Company performance and individual performance
STI	2025	Delivery of strategic priorities and financial success	l	Maximum STI award of 360% of base salary for the Executive Chairman, and the CEO and in general 240% of base salary for other Executive Officers (depending on the region)
			l	100% STI paid in cash
			l	ArcelorMittal's first priority Health and Safety is part of the STI
			l	Over performance towards competition
LTIP	2026-2028	Encourages long term shareholder return	l	PSUs granted with a face value of 180% of base salary for the Executive Chairman and CEO and 110% for the CFO PSUs / RSUs granted with a face value of 110%-180% of base salary as a guideline for other Executive Officers depending on the region
			l	Shares vest after a three-year performance period for PSUs and after a three-year period for RSUs
			l	Performance related vesting and/or employment related vesting

Key Performance Metrics from 2025
Metrics	Scheme		Rationale
EBITDA	STI	l	Demonstrates growth and operational performance of the underlying businesses
FCF	STI
Gap to competition	STI	l	Outperform peers
Health & Safety	STI / LTIP	l	Employee health and safety is a core value for the Company
ESG	LTIP	l	Improve health & safety outcome, achieve decarbonization targets
EPS	LTIP	l	Links reward to delivery of underlying equity returns to shareholders
ROCE	LTIP	l	Critical factor for long-term success and sustainability of the Company
TSR	LTIP	l	Creates a direct link between executive pay and shareholder value
		l	Comparison with a peer group of companies

Remuneration at a glance - 2025 Pay outcomes

The following graphics present in thousands of U.S. dollars the compensation paid to the Executive Chairman (CEO until February 11,

2021) in 2025, 2024, 2023, 2022 and 2021 and to the CEO (President and CFO until February 11, 2021) in 2025, 2024, 2023 and 2022.

Amounts presented for the CFO and other Executive Officers relate to the former President and CFO (Aditya Mittal) and other

Executive Officers until February 11, 2021 and to the CFO and other Executive Officers thereafter. Information with respect to total

remuneration paid is provided under “—Remuneration—2025 Total remuneration” below.

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2024 short-term incentives paid in 2025

Business Units	Executive	Realization as % of business target
Executive Office*	Lakshmi N. Mittal Aditya Mittal	116%
Mining	Kleber Silva	115%
North America*	John Brett	135%
Corporate*	Genuino Christino	116%
Corporate*	Bradley Davey	116%
Corporate*	Stephanie Werner-Dietz	116%
UDJ*	Vijay Goyal	80%
AMNS India*	Dilip Oommen	60%
Europe*	Geert van Poelvoorde	96%
Long Carbon South America	Jefferson de Paula	170%

Note: Individual performance not included in the percent of realization. Jorge Ribeiro de Oliveira received his Short Term Incentive before being nominated Executive Officer,

the realization as % of business target was 134%.

*Health & Safety part of the bonus was nil due to the number of fatalities.

Long-term incentives vesting in 2025

Executive office

In 2025, the following long-term incentives vested:

Vehicle	Date of vesting	Date of grant	Number of PSUs granted to Executive office	Number of shares acquired by Executive office*
PSUs	January 1, 2025	December 16, 2021	109,143	34,107

*Includes 16,302 shares issued to the Executive Chairman and 17,805 shares issued to the CEO.

CFO and Other Executive Officers

In 2025, the following long-term incentives vested:

Vehicle	Date of vesting	Date of grant	Number of PSUs and RSUs granted to CFO and other Executive officers	Number of shares acquired by CFO and other Executive officers
PSUs	January 1, 2025	December 16, 2021	89,800	85,719
RSU*	December 13, 2025	December 13, 2022	59,900	59,900

*Jefferson de Paula had a partial vesting as per plan rules at the time of retirement which is not included in those numbers as he was already retired.

Remuneration

Remuneration strategy

The ARCG Committee assists the Board of Directors to

maintain a formal and transparent procedure for setting policy

on senior management's remuneration and to determine an

appropriate remuneration package for senior management.

The ARCG Committee should ensure that remuneration

arrangements support the strategic aims of the business and

enable the recruitment, motivation and retention of senior

executives while complying with applicable rules and

regulations.

Board oversight

To this end, the Board of Directors has established the ARCG

Committee to assist it in making decisions affecting employee

remuneration. All members of the ARCG Committee are

required to be independent under the Company’s corporate

governance guidelines, the New York Stock Exchange

("NYSE") standards and the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange. 

The members are appointed by the Board of Directors each

year after the annual general meeting of shareholders. The

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members have relevant expertise or experience relating to the

purposes of the ARCG Committee. The ARCG Committee

makes decisions by a simple majority with no member having a

casting vote and is chaired by Ms. Karyn Ovelmen, Lead

Independent Director.

Appointments, remuneration and corporate governance

committee

One of the tasks of the ARCG Committee is to assist the Board

of Directors by providing recommendations specifically related

to remuneration and compensation. This includes: 

• reviewing and approving corporate and personal

goals and objectives relevant to the compensation of

the members of the Executive Office, Executive

Officers and senior management as deemed

appropriate by the committee, and evaluating their

performance in light of these goals and objectives. 

• making recommendations to the Board of Directors

regarding trends in Board remuneration and incentive

compensation plans.

• recommending the Company’s framework of

remuneration for the members of the Executive Office,

Executive Officers and other senior executives as

determined by the committee. In making these

recommendations, the committee may consider

factors that it deems necessary, including a member’s

total cost of employment (factoring in equity/long term

incentives, any perquisites and benefits in kind and

pension contributions). 

• approving a report on executive remuneration to be

included in the Company's annual report.

• reviewing the analysis of proxy advisory firms in the

context of corporate governance compensation.

Individual remuneration is discussed by the ARCG Committee

without the person concerned being present. The ARCG

Committee Chair presents the decisions and findings to the

Board of Directors after each ARCG Committee meeting. 

See also "Corporate governance—Board of Directors

committees"' for further details and additional responsibilities of

the ARCG Committee.

Remuneration policy

The ARCG Committee has set policies applied to senior

management on base salary, short-term incentives and long-

term incentives. According to the Shareholders Right Directive

II, which was transposed into Luxembourg law in August 1,

2019, the remuneration policies must be approved at the

Annual General Meeting of shareholders at least every 4 years

and whenever there is a material change. The Company

submits the remuneration report for the prior year for

shareholder approval at each AGM.

Scope 

ArcelorMittal’s remuneration philosophy and framework apply

to the following groups of senior management: 

• the Executive Chairman and the CEO; and 

• the CFO and other Executive Officers. 

The remuneration philosophy and governing principles also

apply, with certain limitations, to a wider group of employees

including Executive Vice Presidents, Vice Presidents, General

Managers and Managers.

Remuneration philosophy 

ArcelorMittal’s remuneration philosophy for its senior

management is based on the following principles: 

• provide total remuneration competitive with executive

remuneration levels of peers of similar size, scope

and industry:

– Korn Ferry (KF) and WillisTowersWatson (WTW)

provide benchmarking services to ArcelorMittal for

all Management Committee members, an average

between KF and WTW data is performed;

– For the Steel division: Large industry - industrial

segment including metals, chemicals, mining,

transport, energy & utilities, upper revenues range;

– For the Mining division: Large companies with a

significant mining divisions or companies similar to

ArcelorMittal Mining division;

– Data are linked to each local market.

• encourage and reward performance that will lead to

long-term enhancement of shareholder value; and

• promote internal pay equity by providing base pay and

total remuneration levels that reflect the role, job size

and responsibility as well as the performance and

effectiveness of the individual.

Remuneration framework

The ARCG Committee develops proposals for senior

management remuneration annually for the Board of Directors'

consideration. Such proposals include the following

components: 

• fixed annual salary; 

• short-term incentives (i.e., performance-based

bonus); and 

• long-term incentives (i.e., RSUs and/or PSUs).

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The Company does not have any deferred compensation plans

for senior management, including the Executive Chairman and

CEO.

The following table provides an overview of the remuneration policy applied by the ARCG:

Remuneration component and link to strategy	Operational and performance framework	Opportunity
Fixed annual salary Competitive base salary to attract and retain high- quality and experienced senior executives	* Base salary levels are reviewed annually with effect from April 1 (except promotion) compared to the market to ensure that ArcelorMittal remains competitive with market median base pay levels * Reviews are based on market information obtained but not led by benchmarking to comparable roles, changes in responsibility and general economic conditions	The ARCG does not set a maximum salary, instead when determining any salary increases it takes into account a number of reference points including salary increases across the Company
Benefits Competitive level to ensure coverage of the executives	* May include costs of health insurance, death and disability insurances, company car, tax return preparation, etc. * Relocation benefits may be provided where a change of location is made at Company’s request	The cost to the Company of providing benefits can change from year to year. The level of benefit provided is intended to remain competitive
Pension Competitive level of post- employment benefit to attract and retain executives	* Local benchmark of pension contributions for comparable roles
Short term incentives (STI) Motivate the senior executives to achieve stretch performance on strategic priorities	* Scorecard is set at the commencement of each financial year * Measures and relative weights are chosen by the ARCG Committee to drive overall performance for the coming year * STI calculations for each executive reflect the performance of ArcelorMittal and /or the performance of the relevant business units, the achievement of specific objectives of the department and the individual executive’s overall performance * No STI is paid for a business performance below threshold 80% for each criteria; 100% STI payout for business performance achieved at 100% for each criteria; 150% STI payout for business performance achieved at 120% ; 200% STI payout for business  performance achieve at 140% or above for each criteria	Range for Executive Chairman and CEO: 0 to 360% with a target at 120% of base salary Range for CFO and Executive Officers: 0 to 240% with a target at 80% (generally) of base salary in general (will depend on the region)
LTIP Sustain shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy	Executive Office and CFO 1 LTIP * The vesting is subject to a relative TSR (Total Shareholder Return) and to a relative EPS compared to a peer group and to ESG targets over a three year- period *The peer group is determined by the ARCG Committee * No vesting will occur below the weighted average of the peer group or the target for ESG * Performance is determined by the ARCG Committee Executive Officers LTIP *The vesting is subject to two or three measures depending on the business units or group, ROCE, TSR vs. weighted average of the peer group and ESG *Vesting will occur if the performance is reached *Performance is determined by the ARCG Committee	Maximum value at grant: 180% of base salary for Executive Chairman and CEO and 110% of base salary for the CFO Guideline: 110%-180% of base salary for other  Executive Officers depending on region

1. Starting 2025.

Remuneration mix 

The total remuneration target of the Executive Chairman, CEO

and CFO is structured to attract and retain executives; the

amount of the remuneration received is dependent on the

achievement of superior business and individual performance

and on generating sustained shareholder value from relative

performance. 

The following remuneration charts, which illustrate the various

elements of the Executive Chairman, CEO, CFO and the other

Executive Officers' compensation, show the amounts for 2025

as a percentage of base salary. For each of the charts below,

the columns on the left, middle and on the right, respectively,

reflect the breakdown of compensation if targets are not met,

met and at maximum.

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Management report

Note: no pension contribution

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Management report

Note: Other benefits, as shown above, do not include international mobility incentives that may be provided.

2025 Total remuneration

The total remuneration paid in 2025 to members of

ArcelorMittal’s senior management listed in “Management and

employees—Directors and senior management” (including Mr.

Lakshmi N. Mittal in his capacity as Executive Chairman and

Mr. Aditya Mittal as CEO) was $12 million in base salary and

other benefits paid in cash (such as health, other insurances,

lunch allowances, financial services, gasoline and car

allowance) and $17 million in short-term performance-related

variable remuneration consisting of a short-term incentive

linked to the Company’s 2024 results and retention bonus.

During 2025, approximately $1.6 million was paid or accrued

by ArcelorMittal to provide pension benefits to senior

management (other than Mr. Lakshmi N. Mittal).

No loans or advances to ArcelorMittal’s senior management

were made during 2025, and no such loans or advances were

outstanding as of December 31, 2025.

The following table shows the remuneration received by the

Executive Chairman, CEO, CFO and the other Executive

Officers as determined by the ARCG Committee in relation to

the five most recent financial years including all remuneration

components: 

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Management report

		Executive Chairman5					CEO					Chief Financial Officer and Executive Officers 6,7
(Amounts in $ thousands except for Long-term incentives)		2025	2024	2023	2022	2021	2025	2024	2023	2022	2021	2025	2024	2023	2022	2021
Base salary1		1,731	1,580	1,536	1,529	1,700	1,924	1,791	1,678	1,670	1,783	7,486	7,211	6,395	5,790	5,056
Pension benefits		—	—	—	—	—	192	179	168	167	178	1,454	1,235	1,041	1,066	1,348
Other benefits2		98	90	80	72	66	55	43	44	39	38	784	865	674	599	237
Short-term incentives3		2,652	—	—	3,053	2,908	2,897	—	—	3,335	2,226	11,294	12,975	8,773	9,370	7,158
Long-term incentives	'- fair value in $ thousands4	3,114	2,518	1,391	1,520	1,419	3,338	2,888	1,519	1,661	1,550	9,721	9,001	6,544	3,838	4,396
	- number of share units	77,184	112,635	67,857	67,662	52,166	82,743	129,221	74,116	73,902	56,977	233,150	372,500	287,900	155,400	146,600

1. After the salary decrease applied in 2020, the base salaries of the CEO and President and Chief Financial Officer were set back to the original amounts in 2021. In 2025, a

salary increase of 5.9% including the promotions was applied.

2. Other benefits comprise benefits paid in cash such as lunch allowances, financial services, gasoline and car allowances. Health insurance and other insurances are also

included.

3. Short-term incentives are either performance-based or retention bonus and are fully paid in cash. The short-term incentive for a given year relates to the Company’s results in

the previous year.   

4. Fair value determined at the grant date is recorded as an expense using the straight line method over the vesting period and adjusted for the effect of non-market based vesting

conditions.

5. Amounts presented reflect the compensation as CEO until February 11, 2021 and as Executive Chairman thereafter.

6. Brian Aranha was included until March 31, 2021. Simon Wandke was included until September 30, 2021. Jefferson de Paula was included until March 31, 2025. New executive

officers were included as of their respective nomination date.

7. For the Chief Financial Officer and Executive Officers, the number of share units granted in 2025 includes 194,550 PSUs and 38,600 RSUs.

Short-term incentives 

Targets associated with ArcelorMittal’s 2025 Annual

Performance Bonus Plan were aligned with the Companies’

strategic objectives of improving health and safety performance

and overall business performance and competitiveness.

For the Executive Chairman and the CEO, the 2025 annual

performance bonus formula is based on the achievement of the

following performance targets: 

• EBITDA targets at Group level: 40% (acts as circuit breaker

for financial measures EBITDA and FCF);

• FCF targets at Group level: 25%;

• Gap to competition targets at Group level: 20%; and

• Health and safety performance targets at Group level: 15%.

The target for Health & Safety is to reduce the recordable

injury rate. To emphasize this priority, the fatality frequency

rate acts as a circuit breaker for the Health & Safety

component. The circuit breaker is set at a fatality frequency

rate of nil.

For the Executive Chairman and CEO, 100% achievement of

the agreed performance targets results in an annual

performance bonus which equals 120% of base salary.

For the CFO and other Executive Officers, the 2025 annual

performance bonus formula was tailored for their respective

positions and is generally based on the following performance

targets: 

• EBITDA targets at Group, segment or Business unit level

(acts as circuit breaker for financial measures EBITDA and

FCF);

• FCF targets at Group, segment or Business unit level; 

• Gap to competition targets at Group level, segment or

Business unit level;

• Health and safety performance targets at Group, Segment or

Business unit level (fatalities act as circuit breaker for this

component). The target for Health & Safety is to reduce the

recordable injury rate. The circuit breaker is set at a facility

frequency rate of 0.006 for 2025 and nil for 2026.

For the CFO and other Executive Officers, 100% achievement

of the agreed performance targets results in an annual

performance bonus which equals 80% of base salary in

general (depends on the region).

For the calculation of the annual performance bonus, the

achievement level of every performance target is calculated

separately, and these are added up.

Individual performance and assessment ratings define the

individual annual performance bonus multiplier that will be

applied to the annual performance bonus calculated based on

actual performance against the performance measures. Those

individuals who consistently perform at expected levels will

have an individual multiplier of 1. For outstanding performers,

an individual multiplier of up to 1.5 may cause the annual

performance bonus pay-out to be higher than 200% of the

target annual performance bonus, up to 360% of the target

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Management report

annual performance bonus being the absolute maximum for

the Executive Chairman and the CEO. Similarly, a reduction

factor will be applied for those at the lower end.

In exceptional circumstances, the ARCG Committee can

exercise discretion in the final determination of the annual

performance bonus.

The achievement level of performance for the annual

performance bonus for the Executive Chairman, the CEO, the

CFO and the other Executive Officers is summarized as

follows: 

Functional level		Target achievement threshold @ 80%		Target achievement @ 100%		Target achievement @ 120%	Target achievement ≥ ceiling @ 140%
Executive Chairman and CEO		60% of base pay		120% of base pay		180% of base pay	240% of base pay
CFO and Executive Officers (in general, depending on the region)		40% of base pay		80% of base pay		120% of base pay	160% of base pay

LTIP

The Executive Office benefits from a LTIP which grants PSUs

to the Executive office members (and the CFO starting 2025).

The PSUs vest based on performance targets linked to EPS

and TSR. Performance criteria also include ESG indicators

(see below).

ArcelorMittal also operates a long-term incentive plan ("the

ArcelorMittal Equity Incentive Plan") to incentivize shareholder

wealth creation in excess of performance of a peer group and

incentivize executives to achieve strategy. The ArcelorMittal

Equity Incentive Plan is intended to align the interests of the

Company’s shareholders and eligible employees by allowing

them to participate in the success of the Company. The

ArcelorMittal Equity Incentive Plan provides for the grant of

RSUs and PSUs to eligible employees of the Company

(including the CFO prior to 2025 and the Executive Officers)

and is designed to incentivize employees, improve the

Company’s long-term performance and retain key employees.

The maximum number of PSUs and RSUs available for grant

during any given year is subject to the prior approval of the

Company’s shareholders at the annual general meeting. The

2022, 2023, 2024 and 2025 Caps for the number of PSUs/

RSUs that may be allocated to the Executive Office plan and

other retention and performance based grants were approved

at the annual general meetings on May 4, 2022, May 2, 2023,

April 30, 2024 and May 6,2025, respectively, at a maximum of

3,500,000 shares, 3,500,000 shares,  5,500,000 shares and

6,000,000 shares, respectively.

RSUs granted under the ArcelorMittal Equity Incentive Plan are

designed to provide a retention incentive to beneficiaries.

RSUs are subject to “cliff vesting” after 3 years with 100% of

the grant vesting on the third anniversary of the grant

contingent upon the continued active employment of the

beneficiary within the Company.

PSU awards in connection with the ArcelorMittal Equity

Incentive Plan are subject to the fulfillment of performance

criteria such as ROCE, TSR and gap to competition (until

2022).

Since 2021, the performance criteria for the PSUs for the

Executive Office plan and the ArcelorMittal Equity Incentive

Plan include an ESG criteria comprised of a health & safety, a

climate action and, until 2024, a diversity & inclusion ("D&I")

target. For health & safety, the target was to halve the fatality

frequency rate versus a defined baseline (the baseline is the

adjusted average frequency rate over 5 years before the grant)

and is aligned to the level of circuit breaker applied in STI since

2024. For D&I, the target up to this point was to reduce the gap

between the Company's 2030 target of having 25% women in

management and 2020 baseline. Good progress has been

made in strengthening the number of women in leadership, and

given the critical importance of rapidly improving safety results

across the Company, ArcelorMittal increased the safety

component. For climate, the CO2 emission target has been set

to be reached by the end of the vesting period.

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On December 5, 2025, the Company issued the 2025 grant whose conditions were as follows:

Executive Office and CFO

Executive Officers other than CFO

2025 Grant

l

PSUs with a three-year performance period

l

PSUs with a three-year performance period

l

Value at grant 180% of base salary for the Executive Chairman and the CEO and 110% for the CFO

l

Vesting conditions:

l

Vesting conditions:

Target

Stretch

Ceiling

Threshold

Target

Stretch

Ceiling

TSR vs. peer group (50%) / EPS vs. peer group (20%)

100% vs. weighted average

120% vs. weighted average

≥140% vs. weighted average

TSR vs. peer group (40%)

80% rolling  average

100% rolling average

120% rolling average

≥140% rolling  average

Vesting percentage

100%

150%

200%

Vesting percentage

50%

100%

150%

200%

ROCE (40%)

6%

9%

12%

14%

ESG (30%): H&S 20%, Climate action 10%

100% of target

120% of target

≥140% of target

Vesting percentage

50%

100%

150%

200%

Vesting percentage

100%

150%

200%

ESG (20%): H&S 15%, Climate action 5%

80% weighted average

100% of target

120% of target

140% of target

Vesting percentage

50%

100%

150%

200%

l

RSUs with a three-year vesting period

See note 8.3 to the consolidated financial statements for a

summary of outstanding plans as of December 31, 2025

including the 2025 grant and for further details.

Other benefits

In addition to the remuneration described above, other benefits

may be provided to senior management and, in certain cases,

other employees. These other benefits can include insurance,

housing (in cases of international transfers), car allowances

and tax assistance.

SOX 304 and clawback policy

Under Section 304 of the Sarbanes-Oxley Act, the SEC may

seek to recover remuneration from the CEO and CFO of the

Company in the event that it is required to restate accounting

information due to any material misstatement thereof or as a

result of misconduct in respect of a financial reporting

requirement under the U.S. securities laws (the “SOX

Clawback”).

Under the SOX Clawback, the CEO and the CFO may have to

reimburse ArcelorMittal for any short-term incentive or other

incentive-based or equity-based remuneration received during

the 12-month period following the first public issuance or filing

with the SEC (whichever occurs first) of the relevant filing, and

any profits realized from the sale of ArcelorMittal securities

during that 12-month period.

In October 2022, the SEC adopted final rules implementing the

Dodd-Frank requirement for issuers to recover incentive-based

compensation erroneously paid to current and former executive

officers due to an accounting restatement. These clawback

rules required listing exchanges, such as the NYSE, to adopt

clawback standards as from the fourth quarter of 2023, with

issuers required to implement and disclose “no fault” clawback

policies that meet strict recovery standards for restatements,

within 60 days thereafter.

The Board of Directors, through its ARCG Committee, adopted

its own clawback policy in 2012, which was updated in 2023

(the "Clawback Policy"), to reflect the Company’s structural

changes and comply with the new rules.

The Clawback Policy applies to all Executive Officers and

covers cash short-term incentives and any other incentive-

based or equity-based remuneration, as well as profits from the

sale of the Company’s securities ("Covered Compensation")

received during the three completed fiscal years of the

Company immediately preceding a Restatement Date (as

defined in the policy) and any transition period (that results

from a change in the Company’s fiscal year) of less than nine

months within or immediately following those three completed

fiscal years. Compensation is deemed to be received in the

Company’s fiscal period during which the Financial Reporting

Measure specified in the Incentive-based Compensation award

is attained (capitalized terms as defined in the policy).

Under the Clawback Policy, ArcelorMittal will recover

reasonably promptly erroneously paid Covered Compensation

in the event it is required to prepare an accounting restatement

due to the material non-compliance of ArcelorMittal with any

financial reporting requirement under the U.S. securities laws,

including any required accounting restatement to correct an

error in a previously issued financial statement that is material

to the previously issued financial statement, or that would

result in a material misstatement if the error were corrected in

the current period or left uncorrected in the current period.

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Management report

Employees

As of December 31, 2025, ArcelorMittal employed

approximately 125,554 full time equivalent ("FTE") employees

directly, as well as a large number of contractors. The

Company recruits, hires, promotes and retains employees

based on merit and demonstrated skills.

The table below sets forth the number of FTE employees

respectively by segment as of the end of each of the past three

years.

	As of December 31,
Segment	2025	2024	2023
North America	16,083	13,861	14,418
Brazil	25,014	22,624	22,042
Europe	43,878	48,544	49,959
Sustainable Solutions	13,149	12,843	12,194
Mining	5,918	4,758	4,473
Others	21,512	22,786	23,670
Total	125,554	125,416	126,756

The people strategy

To meet the evolving needs of its people and address the

challenges of a shifting skills economy, technological

advancements, and generational transitions, ArcelorMittal

remains committed to delivering its people strategy, launched

in 2022. The strategy is built around ArcelorMittal's

fundamental purpose to create smarter steels for people and

planet. This strategy seeks to boost talent and continuously

foster a safety-first, people-driven culture that ensures

sustainable performance and enables the Company to deliver

on its purpose.

Employee development

Attracting, developing and retaining the right people continues

to be a strategic priority for ArcelorMittal in sustaining a high-

performing organization.

With strong competition for the best talent, ArcelorMittal is

committed to ensuring the Company is an aspirational

workplace—one where employees feel safe, respected and

valued. This also means building a culture that constantly

keeps employees engaged, motivated, and eager to learn and

excel.

Employee development, which includes succession planning

and the development of early career talents plays a crucial role

in building a high-performing organization. The Company

strives to provide employees with broad career opportunities,

supported by continuous training and ongoing initiatives to

develop both technical and behavioral skills. A dedicated

process helps identify high potential employees ("HiPos") and

manage the succession of key roles.

In 2025, the Company continued its efforts to develop

employees' skills and accelerate their readiness to take on

increased responsibilities. A strong focus was placed on having

the right people in the right roles at the right time,

strengthening key succession plans, and preparing future

leaders. Efforts also included anticipating and filling vacancies;

building a robust and qualified leadership pipeline; encouraging

individual and sustained performance; and fostering talent

retention through recognition, empowerment, and meaningful

work.

To further support career growth, ArcelorMittal continued its

communications initiatives to increase the visibility of global

career opportunities, ensuring employees are aware of

potential paths for advancement within the organization.

The Company continued to enhance the quality of its

succession planning, ensuring better process execution and

stronger alignment between potential successors and their

career aspirations.

In 2025, the Company continued to experience high virtual

learning engagement at ArcelorMittal University ("AMU"),

further expanding its global community. Employees across the

Group invested an average of 5.9 hours each to online learning

with around 140,000 active learners logging around 930,000

hours.

The Company continued offering world-class leadership

programs through AMU. In 2025, the Company partnered with

best-in-class educational institutions to enhance the

educational experience to the highest level for its leaders.

Delivered in a blended format—combining face-to-face (where

possible) with digital sessions—these programs support the

development of talent and future leaders. In 2025, 769

employees graduated from 33 leadership programs throughout

the year.

'Thrive' program, which was introduced in 2024 in North

America, Brazil, and Europe to help employees accelerate their

career growth, has been a key vehicle in promoting mobility-

based development. The program matches individuals with

suitable roles and career opportunities based on their

preferences, skills and qualifications.

ArcelorMittal's Group Mentoring Program also remained a vital

resource, offering employees an opportunity to engage in a

structured mentoring relationship with an experienced leader.

In 2025, more than 1,024 mentorship hours were invested as

part of the program with 190 active mentor-mentee pairs as of

December 31, 2025.

The Company also piloted various AI-enabled tools and

solutions in areas such as knowledge transfer and coaching,

aiming to accelerate employee development and support more

effective succession planning, ultimately strengthening talent

retention and organizational performance.

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Management report

In order to ensure readiness and to enable full utilization of AI

and related tools, over 74,000 employees, including all leaders,

were enrolled in AI-readiness trainings with different modules.

Speak Up +, the global employee survey

For the past few years, ArcelorMittal's Speak Up + survey has

been the Group’s flagship employee engagement tool. It

gathers insights from professionals and leadership on their

experience working at ArcelorMittal, what the Company does

well and areas for improvement.

In 2025, ArcelorMittal continued to listen to employees' voices

through these surveys, which serve as the ongoing vehicle to

help the Company’s leaders stay attuned to the organization in

a rapidly changing environment. The goal is to track

engagement levels across the Group, understand employees'

aspirations, and empower leaders to address potential issues

proactively.

The outcome from each Speak Up + survey is compared to

internal benchmarks over time and external industry peers.

This enables leaders to identify strengths, detect risks—such

as attrition—and take actions to enhance employee

engagement.

Based on survey outcomes, concrete actions are continuously

developed and implemented to address employee concerns

and drive engagement.

Embedding Health & Safety (H&S)

In line with the H&S strategy and as an essential element of

the Corporate H&S roadmap, the Company dedicated efforts to

embedding H&S considerations into HR policies and

processes, thereby achieving a strong integration of H&S

across all phases of the employee lifecycle.

The Joint Global H&S Committee, established under the

agreement signed in 2008 between the Company and trade

unions, is composed of 16 representatives from management

and the unions and aims to identify areas for improvement and

harmonize safety performance across the Group. The Joint

Global H&S Committee deals with issues related to H&S and

does not act as a negotiation committee on behalf of unions or

management. One of its primary priorities is centered around

overseeing deployment and monitoring the compliance of local

joint H&S panels. This involves developing guidelines for

progress, conducting site visits to assess implementation, and

offering suggestions for improvement. Additionally, the Joint

Global H&S Committee provides recommendations on

transversal and global topics to enhance overall safety

measures.

In 2025, virtual meetings and one in-person meeting were held

to review the H&S Committee's effectiveness and the members

conducted two site visits to ensure progress and compliance

on the ground. The Company continues to strengthen safety

mindset and behaviors to support the Journey to Zero and

strengthen a unified "One Safety Culture." This is achieved by

reinforcing existing training such as Take Care and introducing

the dSS+ led area of Transformation initiative. In 2025, a newly

designed Safety Leadership Program was launched for senior

management, covering all regions and business segments.

Additionally, safety is being further integrated into the

employee lifecycle: H&S principles are now embedded across

HR processes and practices, from recruitment to career

planning and development. See “Business overview—

Sustainable development—Health and Safety".

Equal opportunity and non-discrimination

ArcelorMittal values bringing together fresh perspectives and

experiences to the business as part of its ambition to be an

employer of choice. The Company is present in over 60

countries and has employees from different countries and

backgrounds. In 2022, the Company defined a clear roadmap

to ensure equal opportunity and non-discrimination.

Subsequently, a strategic framework was launched in 2024,

which includes best practices as a reference guide for all

segments and plants to achieve equality for all employees.

The Company continuously reviews and updates its people-

related policies and practices to ensure they remain relevant,

effective, and compliant across the regions in which the

Company operates. These policies are designed to deliver

positive and consistent outcomes for all the stakeholders,

including employees.

During the year, the Company reviewed its Diversity &

Inclusion Policy, placing greater emphasis on non-

discrimination, and merit-based opportunity across the

workforce. As a result, the policy evolved into the Equal

Opportunity and Non-Discrimination Policy, which is scheduled

for launch in 2026.

In 2025, women held 20.5% of management positions across

the Group based on merit, compared to 19% in 2024.

As of December 31, 2025, women held four of the nine

positions on the Board of Directors.

Collective Labor Agreements ("CLAs")

In multiple regions globally, ArcelorMittal employees are

represented by trade unions and the Company actively

engages in collective bargaining agreements with employee

organizations at specific locations. The description below

provides an overview of the current status of specific

agreement and relationships.

The Company is committed to open, respectful and transparent

social dialogue at all of its operations, to maintain strong

employee relations, and to provide a safe, healthy and quality

working life for all its workers. ArcelorMittal is respecting its

commitment to social dialogue and all entities have regular

discussions and negotiations on salary policy with their

respective unions.

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In 2025, several entities and employees in several countries

negotiated new or the renewal of CLAs.

Employees of ArcelorMittal's North America segment continued

to work under collective agreements that remain valid. As of

December 31, 2025, the segment had 22 collective labor

agreements in place, covering 45% of the workforce of the

segment. Segment management maintained good social

dialogue with all unions and non-represented employees,

fostering constructive relationships and ongoing

communication.

In South America, most of the employees are covered by

CLAs. However, Costa Rica has no trade union representation.

Brazil experienced elevated inflation in 2025, and CLA

negotiations are expected to align wage adjustments with

inflation. Argentina's inflation dropped significantly, but wage

agreements remained below inflation.

In Europe, four meetings were conducted in 2025 to inform the

European Works Council ("EWC") representatives about the

H&S and business performance and outlook regarding the

Company's European operations. In parallel to these meetings,

a consultation process was carried out regarding a business

transformation project of the support functions.

In France, a one-year salary agreement for 2025 was signed in

December 2024, covering all the legal entities. In June 2025,

ArcelorMittal France announced a restructuring plan and

started negotiations with unions. In November 2025, both

parties reached to an agreement on a workforce reduction

plan. All employees in France are covered by CLAs.

In Luxembourg, the meeting between the government, the

trade unions and the Company confirmed that the Company

complied with its commitments of investments based on the

LUX2025 agreement (job retention plan ending December 31,

2025). Discussions for the next LUX2030 agreement have also

started.

In Germany, the collective agreement, renewed in October

2024, will remain valid until December 31, 2026. It provided for

a 5.5% salary increase effective January 1, 2025, followed by

an additional increase of approximately 1.75% effective

January 1, 2026.

In 2025, at ArcelorMittal Poland, a successful negotiation of the

CLA was achieved with trade unions. The management also

invited trade union representatives to the Supervisory Board,

promoting transparency and inclusive decision-making. About

99% of employees are covered by the CLA, with only top

executives excluded.

In Spain, a temporary layoff plan was agreed upon in late 2024

due to market conditions and extended through 2025. A

framework agreement for labor relations was signed with most

unions and all local CLAs were finalized and implemented in

2025, covering about 100% of the workforce. Additionally, in

compliance with recently introduced legal requirements, an

equality and non-discrimination plan for the entire group in

Spain and a disaster prevention protocol defining response

action plans, have been agreed and signed with the unions.

In 2025, the situation in Ukraine continued to be difficult in

terms of personnel due to the war with Russia. The martial law

imposed by the country's government since February 2022,

which, among other things, limits the labor rights of employees

and trade unions (such as the right to strike; the right to

vacation, etc.) remains in force. In 2025, more than 3,900 of

AMKR’s employees were mobilized and more than 330 were

deceased, captured or missed in action. The facility continued

to experience a significant outflow of personnel, mainly men,

due to mobilization. As a consequence, it launched recruitment

campaigns to attract women and young people. Despite

operating at 30-50% of production capacity, AMKR maintained

work positions and wages for its 17,500 workers avoiding

layoffs.

In South Africa, approximately 70% of the workforce is covered

by a CLA/bargaining council agreement concluded between

management and the recognized trade unions i.e. NUMSA and

Solidarity trade unions. The CLA will expire in March 2026.

Annual wage negotiations to amend wages and conditions of

employment will take place from February 1, 2026 to March 31,

2026.The Longs business wind-down at the Newcastle facility

commenced at the end of the third quarter of 2025 with all

plants systematically and safely placed in a care and

maintenance state. The final activities underway included safe

wind-down of utilities and coke making plants with the last

group of affected employees exiting end of January 2026.

Throughout 2025, ArcelorMittal's operations in the Mining

segment maintained a productive engagement with the trade

unions and communities where they operate. 78% and 83% of

the workforce is unionized in ArcelorMittal's operations in

Canada and Liberia, respectively. Labor agreements were

successfully concluded in Canada for five years and in Liberia,

for three years without any industrial actions.

Corporate governance

This section describes the corporate governance practices of

ArcelorMittal for the year ended December 31, 2025.

Board of Directors and senior management

ArcelorMittal is governed by a Board of Directors and managed

by the senior management. As described in "—Directors and

senior management" above, ArcelorMittal’s senior

management is comprised of the Executive Office - comprising

the Executive Chairman, Mr. Lakshmi N. Mittal and the CEO,

Mr. Aditya Mittal. The Executive Office is supported by a team

of nine other Executive Officers, who together encompass the

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key regions and corporate functions. As of December 31, 2025,

the average age and serving period of board members is 62

years and 11 years, respectively.

A number of corporate governance provisions in the Articles of

Association of ArcelorMittal reflect provisions of the

Memorandum of Understanding signed on June 25, 2006 (prior

to Mittal Steel Company N.V.’s merger with Arcelor), amended

in April 2008 and which mostly expired on August 1, 2009. For

more information about the Memorandum of Understanding,

see “Additional information—Material contracts—Memorandum

of Understanding”.

ArcelorMittal fully complies with the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange. This is

explained in more detail in “—Other corporate governance

practices” below. ArcelorMittal also complies with the New York

Stock Exchange Listed Company Manual as applicable to

foreign private issuers. There are no significant differences

between the corporate governance practices of ArcelorMittal

and those required of a U.S. domestic issuer under the Listed

Company Manual of the New York Stock Exchange.

Board of Directors

The Board of Directors is in charge of the overall governance

and direction of ArcelorMittal. It is responsible for the

performance of all acts of administration necessary or useful in

furtherance of the corporate purpose of ArcelorMittal, except

for matters reserved by Luxembourg law or the Articles of

Association to the general meeting of shareholders. The

Articles of Association provide that the Board of Directors is

composed of a minimum of 3 and a maximum of 18 members.

The Articles of Association provide that directors are elected

and removed by the general meeting of shareholders by a

simple majority of votes cast. Other than as set out in the

Company’s Articles of Association, no shareholder has any

specific right to nominate, elect or remove directors. Directors

are elected by the general meeting of shareholders for three-

year terms. In the event that a vacancy arises on the Board of

Directors for any reason, the remaining members of the Board

of Directors may by a simple majority elect a new director to

temporarily fulfill the duties attaching to the vacant post until

the next general meeting of the shareholders.

For further information on the composition of the Board of

Directors, including the expiration of each Director’s term and

the period during which each Director has served, see section

"—Directors and senior management " above.

Mr. Lakshmi N. Mittal was elected Chairman of the Board of

Directors on May 13, 2008. Mr. Lakshmi N. Mittal was also

ArcelorMittal’s CEO until February 11, 2021. Mr. Lakshmi N.

Mittal was re-elected to the Board of Directors for a three-year

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term at the annual general meeting of shareholders on May 2,

2023.

A director is considered “independent” if:

(a) he or she is independent within the meaning of the New

York Stock Exchange Listed Company Manual, as

applicable to foreign private issuers,

(b) he or she is unaffiliated with any shareholder owning or

controlling more than two percent of the total issued share

capital of ArcelorMittal, and

(c) the Board of Directors makes an affirmative determination

to this effect.

For these purposes, a person is deemed affiliated to a

shareholder if he or she is an executive officer, a director who

also is an employee, a general partner, a managing member or

a controlling shareholder of such shareholder. The 10

Principles of Governance of the Luxembourg Stock Exchange,

which constitute ArcelorMittal's domestic corporate governance

code, require ArcelorMittal to define the independence criteria

that apply to its directors, which are described in article 8.1 of

its Articles of Association.

Specific characteristics of the director role

Required share ownership Lead Independent Director - minimum of 6,000 ordinary shares Non-executive directors - minimum of 4,000 ordinary shares Maximum 12 year service (independent directors) May not serve on the boards of directors of more than four publicly listed companies (non- executive directors) Required to sign the Company’s Code of Business Conduct and confirm their adherence annually

The Company’s Articles of Association do not require directors

to be shareholders of the Company. The Board of Directors

nevertheless adopted a share ownership policy on October 30,

2012, that was amended on November 7, 2017, considering

that it is in the best interests of all shareholders for all non-

executive directors to acquire and hold a minimum number of

ArcelorMittal ordinary shares in order to better align their long-

term interests with those of ArcelorMittal’s shareholders. The

Board of Directors believes that this share ownership policy will

result in a meaningful holding of ArcelorMittal shares by each

non-executive director, while at the same time taking into

account the fact that the share ownership requirement should

not be excessive in order not to unnecessarily limit the pool of

available candidates for appointment to the Board of Directors.

Directors must hold their shares directly or indirectly, and as

sole or joint beneficiary owner (e.g., with a spouse or minor

children), at the latest within three years of his or her election

to the Board of Directors. Each director will hold the shares

acquired on the basis of this policy for so long as he or she

serves on the Board of Directors. Directors purchasing shares

in compliance with this policy must comply with the

ArcelorMittal Insider Dealing Regulations and, in particular,

refrain from trading during any restricted period, including any

such period that may apply immediately after the Director’s

departure from the Board of Directors for any reason.

On October 30, 2012, the Board of Directors also adopted a

policy that places limitations on the terms of independent

directors as well as the number of directorships that directors

may hold in order to align the Company’s corporate

governance practices with best practices in this area (as

highlighted in the table above). Nevertheless, the Board of

Directors may, by way of exception to this rule, make an

affirmative determination, on a case-by-case basis, that a

Director may continue to serve beyond the 12-year rule if the

Board of Directors considers it to be in the best interest of the

Company based on the contribution of the Director involved

taking into consideration the balance between the knowledge,

skills, experience of the director and the need for renewal of

the Board.

As membership of the Board of Directors represents a

significant time commitment, the policy requires both executive

and non-executive directors to devote sufficient time to the

discharge of their duties as a Director of ArcelorMittal. Directors

are therefore required to consult with the Chairman and the

Lead Independent Director before accepting any additional

commitment that could conflict with or impact the time they can

devote to their role as a Director of ArcelorMittal. A non-

executive Director’s service on the board of directors of any

subsidiary or affiliate of ArcelorMittal or of any non-publicly

listed company is not taken into account for purposes of

complying with the service limitation.

Although non-executive directors of ArcelorMittal who change

their principal occupation or business association are not

necessarily required to leave the Board of Directors, the policy

requires each non-executive director, in such circumstances, to

promptly inform the Board of Directors of the action he or she

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is contemplating. Should the Board of Directors determine that

the contemplated action would generate a conflict of interest,

such non-executive director would be asked to tender his or

her resignation to the Chairman of the Board of Directors, who

would decide to accept the resignation or not.

None of the members of the Board of Directors, including the

executive directors, have entered into service contracts with

ArcelorMittal or any of its subsidiaries that provide for any form

of remuneration or for benefits upon the termination of their

term. All non-executive Directors of the Company signed the

Company’s Appointment Letter, which confirms the conditions

of their appointment by the General Meeting of the

Shareholders including compliance with certain non-compete

provisions, the 10 Principles of Corporate Governance of the

Luxembourg Stock Exchange and the Company’s Code of

Business Conduct.

The remuneration of the members of the Board of Directors is

determined on a yearly basis by the annual general meeting of

shareholders. 

Share transactions by management

In compliance with laws prohibiting insider dealing, the Board

of Directors of ArcelorMittal has adopted insider dealing

regulations, which apply throughout the ArcelorMittal group.

These regulations are designed to ensure that insider

information is treated appropriately within the Company and

avoid insider dealing and market manipulation. Any breach of

the rules set out in this procedure may lead to criminal or civil

charges against the individuals involved, as well as disciplinary

action by the Company.

Operation

General

The Board of Directors and the Board committees may engage

the services of external experts or advisers as well as take all

actions necessary or useful to implement the Company’s

corporate purpose. The Board of Directors (including its three

committees) has its own budget, which covers functioning

costs such as external consultants, continuing education

activities for directors and travel expenses.

Meetings

The Board of Directors meets when convened by the Chairman

of the Board or any two members of the Board of Directors.

The Board of Directors holds physical meetings at least on a

quarterly basis as five regular meetings are scheduled per

year. The Board of Directors holds additional meetings if and

when circumstances require, in person or by teleconference

and can take decisions by written circulation, provided that all

members of the Board of Directors agree.

In 2025, the Board of Directors held 6 meetings with 100% of

the average attendance rate.

6 meetings (2025) 100% Average attendance rate

In order for a meeting of the Board of Directors to be validly

held, a majority of the directors must be present or

represented, including at least a majority of the independent

directors. In the absence of the Chairman, the Board of

Directors will appoint a chairman by majority vote for the

meeting in question. The Chairman may decide not to

participate in a Board of Directors’ meeting, provided he has

given a proxy to one of the directors who will be present at the

meeting. For any meeting of the Board of Directors, a director

may designate another director to represent him or her and

vote in his or her name, provided that the director so

designated may not represent more than one of his or her

colleagues at any time.

Each director has one vote and none of the directors, including

the Chairman, has a casting vote. Decisions of the Board of

Directors are made by a majority of the directors present and

represented at a validly constituted meeting, except for the

decisions of the Board of Directors relating to the issue of any

financial instruments carrying or potentially carrying a right to

equity pursuant to the authorization conferred by article 5.5 of

the Articles of Association, which shall be taken by a majority of

two-thirds of the directors present or represented at a validly

constituted meeting.

Lead Independent Director

Mrs. Karyn Ovelmen was elected by the Board of Directors as

ArcelorMittal's Lead Independent Director at the board meeting

held on May 2, 2023.

The agenda of each meeting of the Board of Directors is

decided jointly by the Chairman of the Board of Directors and

the Lead Independent Director.

Separate meetings of independent directors

The independent members of the Board of Directors may

schedule meetings outside the presence of non-independent

directors. Systematic executive sessions take place at the end

of each committee and of each board meeting. 18 meetings of

the independent directors outside the presence of

management were held in 2025. 

Annual self-evaluation

The Board of Directors decided in 2008 to start conducting an

annual self-evaluation of its functioning in order to identify

potential areas for improvement. The first self-evaluation

process was carried out in early 2009. The self-evaluation

process includes structured interviews between the Lead

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Management report

Independent Director and each director and covers the overall

performance of the Board of Directors, its relations with senior

management, the performance of individual directors, and the

performance of the committees. The process is supported by

the Company Secretary under the supervision of the Chairman

and the Lead Independent Director. The findings of the self-

evaluation process are examined by the ARCG Committee and

presented with recommendations from the ARCG Committee to

the Board of Directors for adoption and implementation.

Suggestions for improvement of the Board of Directors’

process based on the prior year’s performance and functioning

are implemented during the following year.

The 2025 Board of Directors’ self-evaluation was completed by

the Board on January 27, 2026. The Board of Directors was of

the opinion that it and the management had cooperated

successfully during 2025. Strong focus has continued to be

given on health and safety, on environmental matters, on

Board succession planning as well as on the operations in

India and Europe. The Board of Directors reviewed the

practical implementation of the governance structure and

considered it was working well. The Board set new priorities for

discussion and review and identified a number of priority topics

for 2026.

The Board of Directors believes that its members have the

appropriate range of skills, knowledge and experience, as well

as the degree of perspectives, experiences and background

necessary to enable it to effectively govern the business. The

Board of Directors composition is reviewed on a regular basis

and additional skills and experience are actively searched for in

line with the expected development of ArcelorMittal’s business

as and when appropriate.

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Management report

Required skills, experience and other personal characteristics

ArcelorMittal Board Skills Matrix
Director Qualifications	Competencies and relevance to ArcelorMittal	Lakshmi N. Mittal	Aditya Mittal	Vanisha Mittal Bhatia	Karyn Ovelmen	Michel Wurth	Clarissa Lins	Karel de Gucht	Etienne Schneider	Patricia Barbizet	TOTAL
Individuals who have achieved prominence in their fields	Current CEO/Former CEO Experience serving as a CEO or other prominent leader provides unique perspectives to help the Board independently oversee ArcelorMittal's CEO and management and increases understanding and appreciation of the many facets of modern international organizations, including strategic planning, financial reporting and compliance, and risk oversight.	x	x							x	3
Experience and demonstrated expertise in managing large relatively complex organizations, such as CEOs of a significant company or organization with global responsibilities	Large or complex Organizations/Global Business/Industrial Operations Experience Experience leading a large organization or global business provides practical insights on the challenges and opportunities complex businesses encounter in diverse business environments, economic conditions and cultures; having experience with industrial operations assists in understanding the issues that may face ArcelorMittal in its worldwide activities, including maintenance needs, labor relations and regulatory requirements.	x	x	x	x	x	x	x	x	x	9
	Government/Regulatory/Public Policy Experience Experience in government and regulatory affairs is helpful as the steel industry is heavily regulated in countries around the world and changes in public policy could affect ArcelorMittal's business.	x				x	x	x	x		5
Financial or other risk management expertise	Financial Experience An understanding of the reporting responsibilities of public companies and the issues commonly faced by public companies is important in navigating governance issues as they apply to ArcelorMittal.	x	x		x	x				x	5
	Risk Management Experience Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board in assessing, anticipating and overseeing the Company's management of the risks faced by its various businesses.	x	x		x	x	x			x	6
Experience in managing ESG risks and opportunities including emerging ESG regulations, reporting standards and human rights policies and procedures	Safety, Human Rights & Environment	x	x			x	x	x	x		6
	Climate Change and Decarbonization		x				x	x	x	x	5
Mergers and Acquisitions	Mergers, acquisitions, disposals, joint ventures, private equity and investment experience	x	x	x	x	x		x			6
Experience on one or more boards of significant public organizations	Public Company Board An understanding of the reporting responsibilities of public companies and the issues commonly faced by public companies is important in navigating governance issues as they apply to ArcelorMittal.	x	x	x	x	x	x	x	x	x	9
Industry experience	Industry/Commodity/Cyclical Business experience Understanding the unique challenges of a cyclical or commodity business provides useful insights in assessing business strategies, challenges and opportunities.	x	x	x	x	x	x	x		x	8
Relevant country/regional expertise	Knowledge of the countries in the regions of strategic importance to the Group	x	x	x	x	x	x	x	x	x	9

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Management report

Diverse skills, perspectives, knowledge, backgrounds and

experience are required in order to effectively govern a global

business the size of the Company’s operations. The Board of

Directors and its committees are therefore required to ensure

that the Board has the right balance of skills, experience,

independence and knowledge necessary to perform its role in

accordance with the highest standards of governance.

The Company’s directors must demonstrate unquestioned

honesty and integrity, preparedness to question, challenge and

critique constructively, and a willingness to understand and

commit to the highest standards of governance. They must be

committed to the collective decision-making process of the

Board of Directors and must be able to debate issues openly

and constructively, and question or challenge the opinions of

others. Directors must also commit themselves to remain

actively involved in Board decisions and apply strategic thought

to matters at issue. They must be clear communicators and

good listeners who actively contribute to the Board in a

collegial manner. Each director must also ensure that no

decision or action is taken that places his or her interests

before the interests of the business. Each director has an

obligation to protect and advance the interests of the Company

and must refrain from any conduct that would harm it.

In order to govern effectively, non-executive directors must

have a clear understanding of the Company’s strategy, and a

thorough knowledge of the ArcelorMittal group and the

industries in which it operates. Non-executive directors must be

sufficiently familiar with the Company’s core business to

effectively contribute to the development of strategy and

monitor performance.

With specific regard to the non-executive directors of the

Company, the composition of the group of non-executive

directors should be such that the combination of experience,

knowledge and independence of its members allows the Board

to fulfill its obligations towards the Company and other

stakeholders in the best possible manner.

The ARCG Committee ensures that the Board of Directors is

comprised of high-caliber individuals whose background, skills,

experience and personal characteristics enhance the overall

profile of the Board and meets its needs by nominating high

quality candidates for election to the Board by the general

meeting of shareholders.

Board profile

The key skills and experience of the directors, and the extent to

which they are represented on the Board of Directors and its

committees, are set out below. In summary, the non-executive

directors contribute:

Renewal

The Board of Directors plans for its own succession, with the

assistance of the ARCG Committee. In doing this, the Board of

Directors:

• considers the skills, backgrounds, knowledge, and

experience necessary to allow it to meet the corporate

purpose;

• assesses the skills, backgrounds, knowledge and

experiences currently represented;

• identifies any inadequate representation of those attributes

and agrees the process necessary to ensure a candidate

is selected who brings them to the Board of Directors; and

• reviews how Board performance might be enhanced, both

at an individual director level and for the Board as a whole.

The Board believes that orderly succession and renewal is

achieved through careful planning and by continuously

reviewing the composition of the Board.

When considering new appointments to the Board, the ARCG

Committee oversees the preparation of a position specification

that is provided to an independent recruitment firm retained to

conduct a global search, taking into account, among other

factors, geographic location, nationality and gender. In addition

to the specific skills, knowledge and experience required of the

candidate, the specification contains the criteria set out in the

ArcelorMittal Board profile.

Director induction, training and development

The Board considers that the development of the directors’

knowledge of the Company, the steel-making and mining

industries, and the markets in which the Company operates is

an ongoing process. To further bolster the skills and knowledge

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Management report

of directors, the Company set up a continuous development

program in 2009.

Upon his or her election, each new non-executive director

undertakes an induction program specifically tailored to his or

her needs and includes ArcelorMittal’s long-term vision

centered on the concept of “Safe Sustainable Steel”.

The Board’s development activities include the provision of

regular updates to directors on each of the Company’s

products and markets. Non-executive directors may also

participate in training programs designed to maximize the

effectiveness of the directors throughout their tenure and link in

with their individual performance evaluations. The training and

development program may cover not only matters of a

business nature, but also matters falling into the environmental,

social and governance area.

Structured opportunities are provided to build knowledge

through initiatives such as visits to plants and mine sites and

business briefings provided at Board meetings. Non-executive

directors also build their Company and industry knowledge

through the involvement of the Executive Office and other

senior employees in Board meetings. Business briefings, site

visits and development sessions underpin and support the

Board’s work in monitoring and overseeing progress towards

the corporate purpose of creating long-term shareholder value

through the development of the ArcelorMittal business in steel

and mining. The Company therefore continuously builds

directors’ knowledge to ensure that the Board remains up-to-

date with developments within the Company’s segments, as

well as developments in the markets in which the Company

operates.

During the year 2025, non-executive directors participated in

the following activities:

• comprehensive business briefings delivered in 2025

provided directors with an enhanced understanding of the

Company’s activities, operating environment, key

challenges, and strategic priorities across all segments,

with presentations led by senior executives, including

members of the Executive Office.

• in‑depth updates covering health and safety processes,

fatality prevention, environmental and climate‑related

matters, major acquisitions, as well as cybersecurity, risk

management, corporate responsibility, carbon‑reduction

strategy in steelmaking, and the Company’s capital

allocation strategy.

Business briefings took place at Board and committee

meetings:

• briefing meetings with the Company executives in charge

of specific business segments or markets;

• site visits of directors to plants and R&D centers; and

• development sessions on specific topics of relevance,

such as health and safety, commodity markets, HR,

investor relations, accounting, the world economy,

changes in corporate governance standards, directors’

duties and shareholder feedback.

The ARCG Committee oversees director training and

development. This approach allows induction and learning

opportunities to be tailored to the directors’ committee

memberships, as well as the Board of Directors' specific areas

of focus. In addition, this approach ensures a coordinated

process in relation to succession planning, Board renewal,

training, development and committee composition, all of which

are relevant to the ARCG Committee’s role in securing the

supply of talent to the Board.

Board of Directors committees

The Board of Directors has three committees:

• the Audit & Risk Committee, 

• the ARCG Committee, and

• the Sustainability Committee.

Audit & Risk Committee

4 members (100% independent) 6 meetings (2025)

In 2025, 6 meetings of the Audit & Risk Committee were held

with an attendance rate of 100%.

The primary function of the Audit & Risk Committee is to assist

the Board in fulfilling its oversight responsibilities by reviewing:

• the integrity of the financial reports and other financial

information provided by the Company to any governmental

body or the public;

• the Company’s compliance with legal and regulatory

requirements;

• the registered public accounting firm’s (Independent

Auditor) qualifications and independence;

• the Company’s system of internal control regarding

finance, accounting, legal compliance, ethics and risk

management that management and the Board have

established;

• the Company’s auditing, accounting and financial reporting

processes generally;

• the identification and management of risks to which the

ArcelorMittal group is exposed; and

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• conducting investigations into any matters, including

whistleblower complaints, within its scope of responsibility

and obtaining advice from outside legal, accounting, or

other advisers, as necessary, to perform its duties and

responsibilities.

The Audit & Risk Committee must be composed solely of

independent members of the Board of Directors. The members

are appointed by the Board of Directors each year after the

annual general meeting of shareholders. The Audit & Risk

Committee is comprised of four members, all of whom must be

independent under the Company’s corporate governance

guidelines, the NYSE standards as applicable to foreign private

issuers and the 10 Principles of Corporate Governance of the

Luxembourg Stock Exchange. The Audit & Risk Committee

makes decisions by a simple majority with no member having a

casting vote.

At least one member must qualify as an "audit committee

financial expert” as defined by the SEC and determined by the

Board.

At least one member must qualify as an Audit & Risk

Committee “risk management expert” having experience in

identifying, assessing, and managing risk exposures of large,

complex companies.

The Audit & Risk Committee currently consists of 4 members:

Mrs. Karyn Ovelmen, Mrs. Patricia Barbizet, Mr. Karel de

Gucht and Mr. Etienne Schneider, each of whom is an

independent Director according to the NYSE standards and the

10 Principles of Corporate Governance of the Luxembourg

Stock Exchange. The Chairwoman of the Audit & Risk

Committee is Mrs. Patricia Barbizet  who is an “audit

committee financial expert” as defined by the SEC. Please see

“—–Directors and senior management—–Board of Directors”

above for Mrs. Barbizet's experience.

According to its charter, the Audit & Risk Committee is required

to meet at least four times a year. The Audit & Risk Committee

performs an annual self-evaluation and completed its 2025

self-evaluation on January 27, 2026. The charter of the Audit &

Risk Committee is available from ArcelorMittal upon request. 

Appointments, Remuneration and Corporate Governance

Committee

3 members (100% independent) 7 meetings (2025)

In 2025, 7 meetings of the ARCG Committee were held, with

an attendance rate of 100%.

The ARCG Committee is comprised of three directors, each of

whom is independent under the New York Stock Exchange

standards as applicable to foreign private issuers and the 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange.

The members are appointed by the Board of Directors each

year after the annual general meeting of shareholders. The

ARCG Committee makes decisions by a simple majority with

no member having a casting vote.

The primary function of the ARCG Committee is to assist the

Board of Directors of ArcelorMittal by:

• reviewing and approving corporate and personal goals and

objectives relevant to the compensation of members of the

Executive Office, executive officers and senior

management and evaluating their performance

considering these goals and objectives;

• making recommendations to the Board of Directors on the

Company's framework of remuneration for the members of

the Executive Office and executive officers and such other

senior executives as the ARCG Committee may

determine;

• approving any contract of employment or related contract

with members of the Executive Office and executive

officers;

• determining the terms of any compensation package in the

event of early termination of the employment contract of

any members of the Executive Office and of the executive

officers;

• making recommendations to the Board of Directors

regarding the content of the Company's annual report to

shareholders or any regulatory filings that relates to

compensation matters (including ArcelorMittal's policy on

the compensation of members of the Executive Office and

executive officers, individual remuneration details and

other terms and conditions);

• carrying out an annual performance self-evaluation and a

review of the charter of the ARCG Committee including

additions to the function of the Committee, as may be

necessary due to changed circumstances or laws or

regulations;

• evaluating and proposing improvements for the induction

program for newly appointed members of the Board of

Directors;

• reviewing and, where necessary, proposing changes to the

chairmanship or membership of any Board committee;

• making recommendations to the Board of Directors with

respect to trends in Board of Directors' remuneration,

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incentive compensation plans and equity-based incentive

plans;

• producing a report on executive compensation to be

included in ArcelorMittal`s annual report;

• identifying candidates qualified to serve as member of the

Board of Directors as per the selection criteria and as

members of the Executive Office, executive officers and

senior managers;

• recommending candidates to the Board of Directors for

appointment by the general meeting of shareholders or, to

the extent permitted by law, for appointment by the Board

of Directors to fulfill interim Board vacancies;

• developing, monitoring and reviewing corporate

governance principles applicable to ArcelorMittal;

• facilitating the evaluation that the Board of Directors will

make on the topics covered by ARCG Committee;

• assessing the independence of the members of the Board

of Directors on an annual basis;

• reviewing the succession planning and the executive

development program for the Executive Office and

executive officers;

• reviewing relevant Policies and Procedures relating to

Compliance and Corporate Governance, as needed;

• reviewing employee surveys, as available; and

• reviewing the analysis of proxy advisory firms in the

context of corporate governance compensation.

The ARCG Committee’s principal criteria in determining the

compensation of executives is to encourage and reward

performance that will lead to long-term enhancement of

shareholder value. The ARCG Committee may seek the advice

of outside experts.

The three members of the ARCG Committee are Mrs. Karyn

Ovelmen, Mrs. Clarissa Lins and Mr. Etienne Schneider, each

of whom is independent in accordance with the NYSE

standards applicable to foreign private issuers and the 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange. The Chairwoman of the ARCG Committee is Mrs.

Karyn Ovelmen.

The ARCG Committee is required to meet at least three times

a year. The ARCG Committee performs an annual self-

evaluation and completed its 2025 self-evaluation on January

27, 2026. The charter of the ARCG Committee is available

from ArcelorMittal upon request.

Succession management

Succession management at ArcelorMittal is a systematic,

structured process for identifying and preparing employees

with potential to fill key organizational positions, should the

position become vacant. This process applies to all

ArcelorMittal key positions up to and including the Executive

Office. Succession management aims to ensure the continued

effective performance of the organization by providing for the

availability of experienced and capable employees who are

prepared to assume these roles as they become available. For

each position, candidates are identified based on performance,

potential and an assessment of leadership capabilities and

their “years to readiness”. Development needs linked to the

succession plans are discussed, after which “Personal

Development Plans” are put in place, to accelerate

development and prepare candidates. Regular reviews of

succession plans are conducted at different levels of the

organization to ensure that they are accurate and up to date,

leading to at least once a year formal review by the Executive

Office, of all key positions. Succession management is a

necessary process to reduce risk of vacant positions or skill

gap transitions, create a pipeline of future leaders, ensure

smooth business continuity and improve employee motivation

and engagement. This process has been in place for several

years and reinforced, widened and made more systematic in all

regions of the organization. The responsibility to review and

approve succession plans and contingency plans at the highest

level rests with the Board’s ARCG Committee.

Sustainability Committee

3 members (67% independent) 5 meetings (2025)

In 2025, 5 meetings of Sustainability Committee were held,

with an attendance rate of 100%.

The Sustainability Committee ("SC") is comprised of three

members, of whom two are independent under the NYSE

standard as applicable to foreign private issuers and 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange. The SC makes decisions by simple majority with no

member having a casting vote.

The primary function of the SC is to assist the Board of

Directors on the following areas:

• review Group level frameworks, policies, standards and

guidelines in sustainability matters;

• review and approve the identification of material

sustainability impacts, risks and opportunities and the

corresponding controls and governance processes to

manage those;

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• review the Company's sustainable development plan and

targets and associated management systems and ensure

the Group is well positioned to meet the evolving

expectations of stakeholders, including investors,

customers, regulators, employees, and communities;

• review the effectiveness of the process for assessing and

managing catastrophic risks;

• coordinate the SC’s impact, risk and opportunity

management work with the Audit and Risk Committee, in

relation to reporting to the Board of Directors;

• review the findings of important climate action reports and

the management response;

• support and provide guidance to management in

developing and updating policies and procedures relating

to employee health & safety, environment, climate change,

social and supply chain and other material sustainability

topics;

• review and approve processes to establish effectiveness

of policies, actions, metrics and targets related to

sustainability material risks, impacts and opportunities;

• monitor any current, pending or threatened legal actions

with respect to health and safety, climate change,

environment, social and supply chain and other relevant

sustainability issues;

• review and approve a report on sustainable development

plan;

• review and recommend to the Board of Directors on the

adequacy of the reporting on sustainability opportunities,

risks, impacts and issues in the annual report,

Sustainability Report, and other relevant public

documents;

• make recommendations to the Board of Directors with

respect to trends in results and programs in all covered

areas;

• make recommendations on material sustainability impacts,

risks and opportunities when overseeing strategy and

decisions on major transactions;

• ensure that the SC Chair (or in her absence, an alternative

member) attends the Company’s annual general meeting

to answer questions concerning sustainability matters and

their development and/or implementation; and

• oversee any investigation and/or undertake any thorough

analysis which is within its scope.

The three members of the SC are Mrs. Clarissa Lins, Mr.

Etienne Schneider and Mr. Michel Wurth. Mrs. Lins and Mr.

Schneider are independent in accordance with the Company’s

corporate governance guidelines, the NYSE standards

applicable to foreign private issuers and the 10 Principles of

Corporate Governance of the Luxembourg Stock Exchange.

The Chairwoman of the SC is Mrs. Lins.

The members have relevant expertise or experience relating to

the objective of the SC. The responsible senior managers

pertaining to their respective areas of responsibility - health

and safety, environment, climate change, for community

relations - are permanent invitees to the meetings of the SC.

The Chairman of the SC makes a verbal report of the SC’s

decisions and findings to the Board of Directors after each SC

meeting.

Other corporate governance practices

ArcelorMittal is committed to adhering to best practices in

terms of corporate governance in its dealings with

shareholders and aims to ensure good corporate governance

by applying rules on transparency, quality of reporting and the

balance of powers. ArcelorMittal continually monitors U.S., EU

and Luxembourg legal requirements and best practices in

order to make adjustments to its corporate governance controls

and procedures when necessary, as evidenced by the policies

adopted by the Board of Directors in 2012.

ArcelorMittal complies with the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange in all

respects. 

Ethics and conflicts of interest

Ethics and conflicts of interest are governed by ArcelorMittal’s

Code of Business Conduct, which establishes the standards for

ethical behavior that are to be followed by all employees and

directors of ArcelorMittal in the exercise of their duties,

including the Company's CEO and CFO. Each employee of

ArcelorMittal is required to sign and acknowledge the Code of

Conduct upon joining the Company. This also applies to the

members of the Board of Directors of ArcelorMittal, who signed

the Company’s Appointment Letter in which they

acknowledged their duties and obligations. Any new member of

the Board of Directors must sign and acknowledge the Code of

Conduct upon appointment.

Employees must always act in the best interests of

ArcelorMittal and must avoid any situation in which their

personal interests conflict, or could conflict, with their

obligations to ArcelorMittal. Employees are prohibited from

acquiring any financial or other interest in any business or

participating in any activity that could deprive ArcelorMittal of

the time or the attention needed to devote to the performance

of their duties. Any behavior that deviates from the Code of

Business Conduct is to be reported to the employee’s

supervisor, a member of the management, the head of the

legal department or the head of the Global Assurance

department.

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Code of Business Conduct

Conduct training is offered throughout ArcelorMittal on a

regular basis in the form of face-to-face trainings, webinars and

online trainings. Employees are periodically trained about the

Code of Business Conduct in each location where ArcelorMittal

has operations. The Code of Business Conduct is available in

the “Corporate Governance-Compliance and Policies-Code of

Business Conduct” section of ArcelorMittal’s website at

www.arcelormittal.com and has been disseminated through

Company-wide communications.

In addition to the Code of Business Conduct, ArcelorMittal has

developed a Human Rights Policy (available in the “Corporate

Governance-Compliance and Policies-Human Rights Policy”

section of ArcelorMittal’s website at www.arcelormittal.com)

and a number of other compliance policies in more specific

areas, such as antitrust, anti-corruption, economic sanctions,

insider dealing and data protection. In all these areas,

specifically targeted groups of employees are required to

undergo specialized compliance training. Furthermore,

ArcelorMittal’s compliance program also includes a quarterly

compliance certification process covering all business

segments and entailing reporting to the Audit & Risk

Committee.

ArcelorMittal intends to disclose any amendment to or waiver

from the Code of Business Conduct applicable to any of

ArcelorMittal’s directors, its CEO, CFO or any other person

who is an Executive Officer of ArcelorMittal on ArcelorMittal’s

website at www.arcelormittal.com.

Process for Handling Complaints on Accounting Matters

As part of the procedures of the Board of Directors for handling

complaints or concerns about accounting, internal controls and

auditing issues, ArcelorMittal’s Anti-Fraud Policy and Code of

Business Conduct encourage all employees to bring such

issues to the Audit & Risk Committee’s attention on a

confidential basis. In accordance with ArcelorMittal’s Anti-Fraud

and Whistleblower Policy, concerns with regard to possible

fraud or irregularities in accounting, auditing or banking matters

or bribery within ArcelorMittal or any of its subsidiaries or other

controlled entities may also be communicated through the

“Corporate Governance—Whistleblower” section of the

ArcelorMittal website at www.arcelormittal.com, where the

Code of Business Conduct is also available in each of the main

working languages used within the Group. In recent years,

ArcelorMittal has implemented local whistleblowing facilities, as

needed.

Global Assurance

ArcelorMittal has a Global Assurance function that, through its

Head of Global Assurance, reports to the Audit & Risk

Committee. The function is staffed by full-time professional

staff located within each of the principal operating subsidiaries

and at the corporate level. Recommendations and matters

relating to internal control and processes are made by the

Global Assurance function and their implementation is regularly

reviewed by the Audit & Risk Committee.

Independent auditors

The appointment and determination of fees of the independent

auditors is the direct responsibility of the Audit & Risk

Committee. The Audit & Risk Committee is further responsible

for obtaining, at least once each year, a written statement from

the independent auditors that their independence has not been

impaired. The Audit & Risk Committee has also obtained a

confirmation from ArcelorMittal’s principal independent auditors

to the effect that none of its former employees are in a position

within ArcelorMittal that may impair the principal auditors’

independence.

Insider Dealing Regulations

ArcelorMittal has adopted insider trading policies and

procedures (“Insider Dealing Regulations” or "IDR") governing

the purchase, sale and other dispositions of its securities by

directors, senior management and employees that are

reasonably designed to promote compliance with insider

trading laws, rules and regulations and listing standards

applicable to the Company. IDR are updated when necessary

(most recently in 2023) and training is conducted throughout

the Group. The IDR’s most recent version was updated in light

of the Market Abuse Regulation. The IDR are available on

ArcelorMittal’s website, www.arcelormittal.com.

The IDR apply to the worldwide operations of ArcelorMittal. The

compliance and data protection officer of ArcelorMittal is also

the IDR compliance officer and answers questions that

members of senior management, the Board of Directors or

employees may have about the IDR’s interpretation. The IDR

compliance officer maintains a list of insiders as required by

Regulation No 596/2014 of the European Parliament and the

Council dated April 16, 2014 on market abuse or “MAR” and

the Commission Implementing Regulation 2016/347 of 10

March 2016 laying down technical standards with regard to the

precise format of insider lists and for updating insider lists in

accordance with MAR. The IDR compliance officer may assist

senior executives and directors with the filing of notices

required by Luxembourg law to be filed with the Luxembourg

financial regulator, Commission de Surveillance du Secteur

Financier (“CSSF”). Furthermore, the IDR compliance officer

has the power to conduct investigations in connection with the

application and enforcement of the IDR, in which any employee

or member of senior management or of the Board of Directors

is required to cooperate.

Selected new employees of ArcelorMittal are required to

participate in a training course about the IDR upon joining

ArcelorMittal and every three years thereafter. The individuals

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Management report

who must participate in the IDR training include the members

of senior management, employees who work in finance, legal,

sales, mergers and acquisitions and other areas that the

Company may determine from time to time. In addition,

ArcelorMittal’s Code of Business Conduct contains a section

on “Preventing Insider Dealing” that emphasizes the prohibition

to trade on the basis of inside information. An online interactive

training tool based on the IDR is currently deployed across the

group through ArcelorMittal’s intranet, with the aim to enhance

the staff’s awareness of the risks of sanctions applicable to

insider dealing. The importance of the IDR is again reiterated in

the Group's internal Group Policies and Procedures Manual.

SHAREHOLDERS AND MARKETS

Major shareholders 

The following table sets out information as of December 31,

2025 with respect to the beneficial ownership of ArcelorMittal

ordinary shares by each person who is known to be the

beneficial owner of more than 5% of the shares and all

directors and senior management as a group.

	ArcelorMittal Ordinary Shares
	Number		%
Significant Shareholder1	340,088,546		43.88%
Treasury Shares2	13,874,181		1.79%
Other Public Shareholders	421,037,273		54.33%
Total	775,000,000		100.00%
Of which: Directors and Senior Management3	498,798		0.07%
Significant Shareholder voting rights (outstanding shares)			44.68%

1 For purposes of this table, ordinary shares owned directly by Mr. Lakshmi N.

Mittal and his wife, Mrs. Usha Mittal, are aggregated with those ordinary

shares beneficially owned by the Significant Shareholder. At December 31,

2025, Mr. Lakshmi Mittal and his wife, Mrs. Usha Mittal, had direct ownership

of ArcelorMittal ordinary shares and beneficial ownership (within the meaning

set forth in Rule 13d-3 of the Exchange Act), through the Significant

Shareholder, of the outstanding equity of two holding companies that own

ArcelorMittal ordinary shares—Nuavam Investments S.à. r.l. (“Nuavam”) and

Lumen Investments S.à r.l. (“Lumen”). Nuavam, a limited liability company

organized under the laws of Luxembourg, was the owner of 63,658,348

ArcelorMittal ordinary shares. Lumen, a limited liability company organized

under the laws of Luxembourg, was the owner of 275,840,595 ArcelorMittal

ordinary shares. Mr. Lakshmi N. Mittal was the direct owner of 564,103

ArcelorMittal ordinary shares. Mrs. Mittal was the direct owner of 25,500

ArcelorMittal ordinary shares. Mr. Lakshmi N. Mittal, Mrs. Mittal and the

Significant Shareholder shared beneficial ownership of 100% of the

outstanding equity of each of Nuavam and Lumen (within the meaning set

forth in Rule 13d-3 of the Exchange Act). Accordingly, Mr. Lakshmi N. Mittal

was the beneficial owner of 340,063,046 ArcelorMittal ordinary shares, Mrs.

Mittal was the beneficial owner of 339,524,443 ordinary shares, and the

Significant Shareholder (when aggregated with ordinary shares of

ArcelorMittal held directly by Mr. and Mrs. Mittal) was the beneficial owner of

340,088,546 ordinary shares. As of December 31, 2025, 2024 and 2023, the

Significant Shareholder (together with Mr. Lakshmi N. Mittal and Mrs. Mittal)

held 43.88%, 39.88% and 39.87% of the Company’s ordinary shares

respectively. 

2 Represents ArcelorMittal ordinary shares repurchased pursuant to share

repurchase programs, fractional shares returned in various transactions, and

the use of treasury shares in various transactions.

3 Includes shares beneficially owned by directors and members of senior

management listed in section "Management and employees—Directors and

senior management" of this annual report; excludes shares beneficially owned

by Mr. Lakshmi N. Mittal. Note that ordinary shares included in this item are

included in “Other Public Shareholders” above.

Aditya Mittal is the direct owner of 369,874 ArcelorMittal

ordinary shares, representing less than 0.1% of the

ArcelorMittal ordinary shares outstanding, in addition to which

he holds PSUs, see "Management and employees—

Compensation". As the vesting of PSUs is dependent on the

Company's performance criteria not fully within the control of

the PSU holder, Aditya Mittal does not beneficially own

ArcelorMittal ordinary shares by virtue of his ownership of the

PSUs. Aditya Mittal is the son of Mr. Lakshmi N. Mittal and Mrs.

Mittal and is CEO and non-independent director of

ArcelorMittal. Vanisha Mittal Bhatia is the direct owner of 8,500

ArcelorMittal ordinary shares, representing less than 0.1% of

the ArcelorMittal ordinary shares outstanding. Vanisha Mittal

Bhatia is the daughter of Mr. Lakshmi N. Mittal and Mrs. Mittal

and a member of the Company’s Board of Directors.

The ArcelorMittal ordinary shares may be held in registered

form on the Company’s register only. Registered shares are

fully fungible and may consist of:

a. ArcelorMittal Registry Shares, which are registered

directly on ArcelorMittal’s Luxembourg shareholder

register,

b. shares traded on Euronext Amsterdam, Euronext Paris,

the regulated market of the Luxembourg Stock Exchange

and the Spanish Stock Exchanges, which are held in

Euroclear, or

c. shares traded on the NYSE, the ("New York Registry

Shares"), which are registered (including in the name of

the nominee of DTC) in a New York Share Register kept

on behalf of ArcelorMittal by Citibank N.A., its New York

transfer agent.

On April 25, 2023, BlackRock, Inc. provided a notification to the

Company stating that it beneficially owned 5% of ArcelorMittal’s

issued shares as of April 21, 2023. On June 12, 2024,

BlackRock, Inc. provided notifications to the Company stating

that it beneficially owned 4.99% of ArcelorMittal’s issued

shares as of June 10, 2024.

These notifications (other than the Schedule 13G filings) are

available in the Luxembourg Stock Exchange’s OAM electronic

database on www.bourse.lu and on the Company’s website

corporate.arcelormittal.com under “Investors - Corporate

Governance - Shareholding structure”. The notifications were

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Management report

published in reference to the Luxembourg law and the Grand

Ducal regulation of January 11, 2008, on transparency

requirements for issuers of securities ("Transparency Law") in

view of a shareholding notification going above or below the

5% voting rights threshold. The Schedule 13G filings are

available on the website of the U.S. Securities and Exchange

Commission (www.sec.gov).

Under Luxembourg law, the ownership of registered shares is

evidenced by the inscription of the name of the shareholder,

the number of shares held by such shareholder and the

amount paid up on each share in the shareholder register of

ArcelorMittal.

At December 31, 2025, 2,369 shareholders other than the

Significant Shareholder, holding an aggregate of 15,431,711

ArcelorMittal ordinary shares, were registered in ArcelorMittal’s

shareholder register, representing approximately 1.99% of the

ordinary shares issued (including treasury shares).

At December 31, 2025, there were 130 registered shareholders

holding an aggregate of 47,569,865 New York Registry Shares,

representing approximately 6.14% of the ordinary shares

issued (including treasury shares). ArcelorMittal’s knowledge of

the number of New York Registry Shares held by U.S. holders

is based solely on the records of its New York transfer agent

regarding registered ArcelorMittal ordinary shares.

At December 31, 2025, 383,138,557 ArcelorMittal ordinary

shares were held through the Euroclear/Iberclear clearing

system in The Netherlands, France, Luxembourg and Spain,

representing approximately 49.44% of the ordinary shares

issued (including treasury shares).

Voting rights

Each share entitles the holder to one vote at the general

meeting of shareholders, and no shareholder benefits from

special voting rights. For more information relating to

ArcelorMittal shares, see “Additional information—

Memorandum and Articles of Association—Voting and

information rights”.

Management share ownership

As of December 31, 2025, the aggregate beneficial share

ownership of ArcelorMittal directors and senior management

(18 individuals) totaled 498,798 ArcelorMittal shares (excluding

shares beneficially owned by the Significant Shareholder and

Mr. Lakshmi N. Mittal) representing 0.07% of the total issued

share capital of ArcelorMittal. Other than Mr. Lakshmi N. Mittal,

each director and member of senior management beneficially

owns less than 1% of ArcelorMittal’s shares. See "—Major

shareholders” for the beneficial share ownership of the

Significant Shareholder, Mr. Lakshmi Mittal, Mr. Aditya Mittal

and Ms. Vanisha Mittal Bhatia.

In accordance with the Luxembourg Stock Exchange’s 10

Principles of Corporate Governance, independent non-

executive members of ArcelorMittal's Board of Directors do not

receive share options, RSUs or PSUs, and the policy of the

Company is not to grant any share-based remuneration to

members of the Board of Directors who are not executives of

the Company.

See “Management and employees—Compensation” for a

description of options, RSUs and PSUs held by members of

ArcelorMittal’s senior management, including the Executive

Chairman and CEO.

The following tables summarize outstanding PSUs and RSUs granted to the members of the Executive Office and Executive Officers of

ArcelorMittal for the last five years as of December 31, 2025.

	PSUs granted in 2025	PSUs granted in 2024	PSUs granted in 2023	PSUs granted in 2022
Executive Office	159,927	241,856	141,973	141,564
Term (in years)	3	3	3	3
Vesting date1	January 1, 2029	January 1, 2028	January 1, 2027	January 1, 2026

1 See “Management and employees—Compensation—Remuneration—LTIP”, for vesting conditions.

	RSUs granted in December 2025	PSUs granted in December 2025	RSUs granted in December 2024	PSUs granted in December 2024	RSUs granted in December 2023	PSUs granted in December 2023	RSUs granted in December 2022	PSUs granted in December 2022
CFO and Other Executive Officers	38,600	194,550	70,400	302,100	54,800	233,100	41,500	113,900
Term (in years)	3	3	3	3	3	3	3	3
Vesting date1	December 5, 2028	January 1, 2029	December 5, 2027	January 1, 2028	December 8, 2026	January 1, 2027	December 13, 2025	January 1, 2026

1 See note 8.3 to the consolidated financial statements, for vesting conditions.

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Management report

See note 8.3 of the consolidated financial statements for a

description of ArcelorMittal’s equity-settled share-based

payments to certain employees, including RSUs and PSUs.

Related party transactions 

ArcelorMittal engages in certain commercial and financial

transactions with related parties, including associates and joint

ventures of ArcelorMittal. Please refer to note 12 to the

consolidated financial statements. Further information related

to required disclosure of related party transactions under the

Shareholders’ Rights Law of August 1, 2019 implementing the

European Union's Shareholders' Rights Directive in

Luxembourg (the "Shareholders' Rights Law") is included in

“Additional information—Memorandum and Articles of

Association—Voting and information rights”. 

Shareholder’s Agreement

Mr. Lakshmi Mittal and ArcelorMittal are parties to a

shareholder and registration rights agreement (the

“Shareholder’s Agreement”) dated August 13, 1997. Pursuant

to the Shareholder’s Agreement and subject to the terms and

conditions thereof, ArcelorMittal shall, upon the request of

certain holders of restricted ArcelorMittal shares, use its

reasonable efforts to register under the Securities Act of 1933,

as amended, the sale of ArcelorMittal shares intended to be

sold by those holders. By its terms, the Shareholder’s

Agreement may not be amended, other than for manifest error,

except by approval of a majority of ArcelorMittal’s shareholders

(other than the Significant Shareholder and certain permitted

transferees) at a general shareholders’ meeting.

Memorandum of Understanding

The Memorandum of Understanding entered into in connection

with the Mittal Steel acquisition of Arcelor, certain provisions of

which expired in August 2009 and August 2011, is described

under “Additional information—Material contracts—

Memorandum of Understanding”.

Share repurchase agreement

On March 5, 2026, ArcelorMittal and the Significant

Shareholder have entered into a share repurchase agreement

see "Introduction—Key transactions and events in 2025—

Recent developments".

Agreements with Aperam SA post-Stainless Steel Spin-Off

In connection with the spin-off of its stainless steel division into

a separately focused company, Aperam SA (“Aperam”), which

was completed on January 25, 2011, ArcelorMittal entered into

several agreements with Aperam and/ or certain Aperam

subsidiaries which are still in force: a purchasing services

agreement for negotiation services from ArcelorMittal

Purchasing (the “Purchasing Services Agreement”) as well as

certain commitments regarding cost-sharing in Brazil and

certain other ancillary arrangements governing the relationship

between Aperam and ArcelorMittal following the spin-off, as

well as certain agreements relating to financing.

The parties agreed to renew a limited number of services

where expertise and bargaining power created value for each

party. ArcelorMittal will continue to provide in 2026 (similar to

2025) certain services relating to areas including environmental

and technical support.

In the area of research and development at the time of the

spin-off, Aperam entered into a framework agreement with

ArcelorMittal in 2011, and as amended in 2015 to establish a

structure for future cooperation in relation to certain ongoing or

new research and development programs. Currently, few but

valuable research and development supports are implemented

through this agreement. New exchanges about breakthrough

technologies or possible technical developments or projects

interesting both companies were launched between 2021 and

2025 and are still ongoing or are considered in the future.

In Europe, Aperam purchased most of its electricity and natural

gas through energy supply contracts put in place for the period

2014-2020 through ArcelorMittal Energy SCA, subsequently

renewed in 2022 and 2023 under similar terms and conditions.

Electricity and natural gas supplies continued in 2024 under

the new contracts reflecting supply practices throughout 2024

and 2025; these contracts were signed in December 2024,

effective from January 1, 2024 till December 31, 2025. Other

supply contracts for gas and power concluded in 2024 have

been mutually extended reflecting supply practices throughout

2025.

Regarding procurement, Aperam still relies on ArcelorMittal

Europe S.A. for supplies and services in relation to the

negotiation of certain contracts with global or large regional

suppliers. The Purchasing Services Agreement entered into on 

January 25, 2011 has been renewed and remains in force in

relation to the following key categories: operating materials

(only hot strip mill), refractory materials, spare parts, sea

freight, logistics, industrial products and support services

(excluding industrial services). The Purchasing Services

Agreement also permits Aperam to avail itself of the services

and expertise of ArcelorMittal for certain capital expenditures.

Another commercial agreement in place between Aperam and

ArcelorMittal Sourcing has been effective since January 2020

for the sale of electrodes. Two specific IT service agreements

are also in place with Aperam for the use in Europe and Brazil

of Asset Reliability Maintenance Program ("ARMP") and for the

use of the global wide area network (WAN). 

Purchasing activities will continue to be provided to Aperam

pursuant to existing contracts with ArcelorMittal entities that it

has specifically elected to assume. In addition, since 2011, a

services agreement has been concluded between ArcelorMittal

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Management report

Shared Service Center Europe Sp z.o.o. Sp.k. and Aperam for

accounting services.

In connection with the spin-off, management also renegotiated

an existing Brazilian cost-sharing agreement between

ArcelorMittal Brasil and Aperam Inox América do Sul S.A.,

Aperam Inox Serviços Brasil Ltda., Aperam Inox Tubos Brasil

Ltda. and Aperam Bioenergia Ltda. pursuant to which, 

ArcelorMittal Brasil continued to perform purchasing for the

benefit of these Aperam’s Brazilian subsidiaries, with costs

being shared on the basis of cost allocation parameters agreed

between the parties on a yearly basis.

In addition, ArcelorMittal Brasil, ArcelorMittal Bioflorestas, a

wholly owned subsidiary of ArcelorMittal Brasil, and Aperam

Bioenergia established a transaction for the purchase of wood

and supply of charcoal through the execution of three

agreements in December 2025. These agreements cover: (i)

wood‑cutting services provided by Aperam Bioenergia to

ArcelorMittal Bioflorestas for standing timber, with the services

contract running until October 2026; (ii) the sale of the

harvested wood by ArcelorMittal Bioflorestas to Aperam

Bioenergia, covered by a wood supply contract valid until June

2027; and (iii) the subsequent supply of a proportional volume

of charcoal from Aperam Bioenergia to ArcelorMittal Brasil, with

the charcoal contract running until August 2028.

Headquarters

ArcelorMittal Kirchberg Real Estate S.à r.l, Kennedy 2020 SAS,

and Aperam Real Estate S.à r.l executed a land use right

agreement with Fonds Kirchberg on March 7, 2019, regarding

a new headquarter office project in the Kirchberg (the “K

Building”) district of Luxembourg city, Luxembourg. This

agreement was subsequently amended on December 20,

2022. Following the execution of a share purchase agreement

on October 12, 2022, Aperam divested its shares in Aperam

Real Estate S.à r.l to Kennedy 2020 SAS, a fully owned

subsidiary of ArcelorMittal. Consequently, Aperam Real Estate

S.à r.l became a wholly owned subsidiary of ArcelorMittal and

was formally renamed K22 S.à r.l on December 8, 2022.

On August 1, 2025, Kennedy 2020 SAS and Aperam entered

into a share purchase agreement according to which Kennedy

2020 SAS has irrevocably committed to sell and transfer all the

shares in K22 S.à r.l to Aperam, and Aperam has committed to

acquire said shares. Pursuant to the terms and conditions of

the share purchase agreement, following the completion of

certain conditions, with the transfer of K22 S.à r.l shares,

Aperam will own 5.4% in the K Building.

Markets

ArcelorMittal shares are listed and traded (through a single

order book) on the Euronext European markets (Paris and

Amsterdam) (symbol “MT”), are admitted to trading on the

Luxembourg Stock Exchange’s regulated market and listed on

the Official List of the Luxembourg Stock Exchange (symbol

“MT”) and are listed and traded on the Spanish Stock

Exchanges (symbol “MTS”). In the United States, ArcelorMittal

shares are listed and traded on the NYSE (symbol “MT”).

Paying agents

The paying agent for shareholders who hold shares listed on

the NYSE is Citibank and the paying agent for shareholders

who hold shares listed on Euronext Amsterdam, Euronext

Paris, and Luxembourg Stock Exchange is ABN AMRO.

New York Registry Shares

The Company does not have any American Depositary

Receipts. As described under “Additional information—

Memorandum and Articles of Association—Form and transfer

of shares”, the Company maintains a New York share register

with Citibank, N.A. for its shares that trade on the NYSE. As of

December 31, 2025, 47,569,865 shares (or approximately

6.14% of ArcelorMittal’s total issued shares) were ArcelorMittal

New York Registry Shares. Holders of ArcelorMittal New York

Registry Shares do not pay fees to Citibank as a general

matter, but do incur costs of up to $5 per 100 shares for

transactions that require canceling or issuing New York

Registry Shares, such as cross-border trades where New York

Registry Shares are cancelled in exchange for shares held in

ArcelorMittal’s European registers, or vice-versa. Subject to

certain conditions, Citibank reimburses the Company on an

annual basis for expenses incurred by the Company in relation

to the ongoing maintenance of the New York share facility (e.g.,

investor relations expenses, NYSE listing fees, etc.). In 2025,

Citibank paid the Company $313,669 in respect of

reimbursements of expenses incurred by the Company in

2025.

Dividend distributions

Based on Luxembourg law and its Articles of Association,

ArcelorMittal allocates at least five percent of its net profits to

the creation of a reserve. This allocation ceases to be

compulsory when the reserve reaches ten percent (10%) of its

issued share capital, and becomes compulsory once again

when the reserve falls below that percentage. Under

Luxembourg law, the amount of any dividends paid to

shareholders may not exceed the amount of the profits at the

end of the last financial year plus any profits carried forward

and any amounts drawn from reserves that are available for

that purpose, less any losses carried forward and sums to be

placed in reserve in accordance with Luxembourg law or the

Articles of Association. A company may not pay dividends to

shareholders when, on the closing date of the last financial

year, the net assets are, or following the payment of such

dividend would become, lower than the amount of the

subscribed capital plus the reserves that may not be distributed

by law or by virtue of the articles of association. ArcelorMittal’s

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Management report

Articles of Association provide that the portion of annual net

profit that remains unreserved is allocated as follows by the

general meeting of shareholders upon the proposal of the

Board of Directors:

• a global amount is allocated to the Board of Directors by

way of directors’ fees (“tantièmes”). This amount may not

be less than €1,000,000. In the event that the profits are

insufficient, the amount of €1,000,000 shall be imputed in

whole or in part to charges. The distribution of this amount

among the members of the Board of Directors shall be

effected in accordance with the Board of Directors’ rules of

procedure; and

• the balance is distributed as dividends to the shareholders

or placed in the reserves or carried forward.

Interim dividends may be distributed under the conditions set

forth in Luxembourg law by decision of the Board of Directors.

No interest is paid on dividends declared but not paid which

are held by the Company on behalf of shareholders.

Following the achievement of the Group's net debt target, in

February 2021, the Board approved a new capital return policy.

See under "Introduction—History and development of the

Company—Other information—Capital return policy".

In February 2023, the Board of Directors recommended an

increase of the base annual dividend from $0.38/share to

$0.44/share, which was approved on May 2, 2023 at the

annual general meeting of shareholders. The dividend

amounted to $369 million.

In February 2024, the Board of Directors recommended an

increase of the base annual dividend to $0.50/share (from

$0.44/share paid in 2023), which was approved on April 30,

2024 at the annual general meeting of shareholders. The

dividend amounted to $393 million.

In February 2025, the Board of Directors recommended an

increase of the base annual dividend to $0.55/share (from

$0.50/share paid in 2024), which was approved on May 6,

2025 at the annual general meeting of shareholders. The

dividend amounted to $421 million.

In February 2026, the Board of Directors recommended an

increase of the base annual dividend $0.60/share (from 0.55/

share paid in 2025), subject to the approval of shareholders at

the annual general meeting of shareholders in May 2026.

Purchases of equity securities by the issuer and affiliated

purchasers

On April 2, 2025, ArcelorMittal announced that the completion

of 85 million shares buyback program announced on May 5,

2023 ("2023 buyback program") pursuant to the authorization

by the annual general meeting of shareholders held on May 2,

2023 and continued pursuant to the authorization by the annual

general meeting of shareholders held on April 30, 2024.

On April 7, 2025, ArcelorMittal announced the commencement

of a new share buyback program ("2025 buyback program")

with share repurchases to be conducted in tranches that may

be announced through May 2030. Repurchases under the first

tranche of the 2025 buyback program, which is for up to 10

million shares commenced immediately, pursuant to the

authorization by the annual general meeting of shareholders

held on April 30, 2024 and subsequently under the

authorization by the annual general meeting of shareholders

held on May 6, 2025. At December 31, 2025, ArcelorMittal had

repurchased 2 million shares for a total value of €51 million

($58 million) at an average price per share of €25.74 ($29.25).

The actual amount of shares to be repurchased in various

tranches pursuant to the 2025 buyback program will depend on

the level of post-dividend free cash flow generated over the

period (the Company’s defined policy is to return a minimum of

50% of post-dividend annual free cash flow), the continued

authorization by shareholders and market conditions. The

shares acquired under the 2025 buyback program are intended

to reduce ArcelorMittal’s share capital; to meet ArcelorMittal’s

obligations arising from employee share programs; to meet

ArcelorMittal’s obligations exchangeable into equity securities;

and/or to meet such other purposes as announced at the time

of each tranche.

See “Introduction—History and development of the Company—

Other information”.

On March 5, 2026, ArcelorMittal and the Significant

Shareholder have entered into a share repurchase agreement,

see "Introduction—Key transactions and events in 2025—

Recent developments".

As described in “Memorandum and Articles of Association”, the

maximum number of shares that may be acquired does not in

any event exceed 10% of the Company’s issued share capital.

The maximum number of own shares that the Company may

hold at any time directly or indirectly may not have the effect of

reducing its net assets (“actif net”) below the amount

mentioned in paragraphs 1 and 2 of Article 461-272-1 of the

Law.

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Management report

Program1	2025	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares that may yet be purchased under the Plans or Programs (see above explanations)
2023 buyback program	January 1 - January 31	—	—	—	6,791,559
2023 buyback program	February 1 - February 28	—	—	—	6,791,559
2023 buyback program	March 1 - March 31	5,984,000	$30.18	5,984,000	807,559
2023 buyback program	April 1 - April 30	807,559	$29.07	807,559	—
2025 buyback program	April 1 - April 30	235,128	$23.63	235,128	9,764,872
2025 buyback program	May 1 - May 31	792,934	$29.66	792,934	8,971,938
2025 buyback program	June 1 - June 30	971,938	$30.28	971,938	8,000,000
2025 buyback program	July 1 - July 31	—	—	—	8,000,000
2025 buyback program	August 1 - August 31	—	—	—	8,000,000
2025 buyback program	September 1 - September 30	—	—	—	8,000,000
2025 buyback program	October 1 - October 31	—	—	—	8,000,000
2025 buyback program	November 1 - November 30	—	—	—	8,000,000
2025 buyback program	December 1 - December 31	—	—	—	8,000,000

1. Commencement of 2023 buyback program was announced on May 5, 2023 for up to 85 million shares and the completion was announced on April 2, 2025.

Commencement of 2025 buyback program was announced on April 7, 2025 for up to 10 million shares. The actual amount of shares to be repurchased will depend on

the level of post-dividend free cash flow generated over the period. See “Introduction—History and development of the Company—Other information”. As of December

31, 2025, the 2025 buyback program was not yet completed.

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Management report

Share capital

As of December 31, 2025, the Company’s issued share capital

amounted to $275 million, represented by 775,000,000

ordinary shares without nominal value ($303 million

represented by 852,809,772 ordinary shares without nominal

value at December 31, 2024 and 2023).

On November 20, 2025, ArcelorMittal cancelled 77,809,772

treasury shares to keep the number of treasury shares within

appropriate levels. Following this cancellation, the aggregate

number of shares issued and fully paid up decreased from

852,809,772 to 775,000,000.

Out of the total of 775,000,000 shares in issue, 13,874,181

shares were held in treasury by ArcelorMittal at December 31,

2025, representing 1.79% of its issued share capital. In

addition, due to the cancellation of treasury shares, the

Company's authorized share capital decreased from $395

million represented by 1,111,418,599 to $367 million

represented by 1,033,608,827 ordinary shares without nominal

value as of December 31, 2025. See note 11.1 to the

consolidated financial statements.

Over the years, ArcelorMittal has issued equity-settled share-

based payments to certain employees, including stock options,

restricted share units and performance share units. See note

8.3 to the consolidated financial statements.

ADDITIONAL INFORMATION

Memorandum and Articles of Association

Below is a summary of ArcelorMittal’s Articles of Association

and certain legal provisions and internal policies applicable to

ArcelorMittal. The full text of the Company’s Articles of

Association is also available on www.arcelormittal.com under

“Investors-Corporate Governance-Current Articles of

Association”.

Corporate purpose

Article 3 of the Articles of Association provides that the

corporate purpose of ArcelorMittal is the manufacture,

processing and marketing of steel, steel products and all other

metallurgical products, as well as all products and materials

used in their manufacture, their processing and their marketing,

and all industrial and commercial activities connected directly

or indirectly with those objects, including mining and research

activities and the creation, acquisition, holding, exploitation and

sale of patents, licenses, know-how and, more generally,

intellectual and industrial property rights.

The Company may realize its corporate purpose either directly

or through the creation of companies, the acquisition, holding

or acquisition of interests in any companies or partnerships,

membership in any associations, consortia and joint ventures.

In general, the Company’s corporate purpose comprises the

participation, in any form whatsoever, in companies and

partnerships and the acquisition by purchase, subscription or in

any other manner as well as the transfer by sale, exchange or

in any other manner of shares, bonds, debt securities, warrants

and other securities and instruments of any kind.

It may grant assistance to any affiliated company and take any

measure for the control and supervision of such companies.

It may carry out any commercial, financial or industrial

operation or transaction which it considers to be directly or

indirectly necessary or useful in order to achieve or further its

corporate purpose.

Form and transfer of shares

The shares of ArcelorMittal are issued in registered form only

and are freely transferable. There are no restrictions on the

rights of Luxembourg or non-Luxembourg residents to own

ArcelorMittal shares.

In accordance with Luxembourg law, the ownership of

registered shares is evidenced by the inscription of the name of

the shareholder and the number of shares held by such

shareholder in the shareholders’ register. Each transfer of

shares is made by a written declaration of transfer recorded in

the shareholders’ register of ArcelorMittal, dated and signed by

the transferor and the transferee or by their duly appointed

agent. ArcelorMittal may accept and enter into its shareholders’

register any transfer based on an agreement between the

transferor and the transferee provided a true and complete

copy of such agreement is provided to ArcelorMittal.

The Articles of Association provide that shares may be held

through a securities settlement (clearing) system or a

professional depositary of securities. Shares held in this

manner have the same rights and obligations as the registered

shares. Shares held through a securities settlement system or

a professional depositary of securities may be transferred in

accordance with customary procedures for the transfer of

securities in book-entry form.

The ArcelorMittal ordinary shares may be held in registered

form on the Company’s register only. Registered shares are

fully fungible and may consist of:

a ArcelorMittal Registry Shares, which are registered

directly on ArcelorMittal’s Luxembourg shareholders'

register,

b shares traded on Euronext Amsterdam, Euronext Paris,

the regulated market of the Luxembourg Stock Exchange

and the Spanish Stock Exchanges, which are held in

Euroclear, or

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Management report

c shares traded on the NYSE (the "New York Registry

Shares"), which are registered (including in the name of

the nominee of DTC) in a New York Share Register kept

on behalf of ArcelorMittal by Citibank, N.A., its New York

transfer agent.

ABN AMRO assists the Company with certain administrative

tasks relating to the day-to-day administrative management of

the shareholders' register. The Company maintains a New York

shareholders' register with Citibank, N.A. (located at 388

Greenwich Street, New York, New York 10013) for its New York

Registry Shares that trade on the NYSE with underlying

positions held in Euroclear. As of December 31, 2025,

47,569,865 shares (or approximately 6.14% of ArcelorMittal's

total issued shares) were New York Registry Shares.

The law of April 6, 2013 concerning dematerialized securities

allows Luxembourg issuers to opt for the full dematerialization

of shares. The EGM of ArcelorMittal shareholders held on May

10, 2017 authorized and empowered the Board of Directors to

give effect to such dematerialization and to determine its

effective date, following which new shares in the Company

may only be issued in dematerialized form (the “Effective

Date”). Notice of the compulsory dematerialization will be given

in accordance with Article 6.9 (i) of the Articles of Association.

As from the Effective Date, shareholders would be required to

hold their shares in a securities account at a bank or other

financial intermediary, which would in turn hold the shares via

an account with a securities depository such as Clearstream or

Euroclear. Dematerialized securities would be solely

represented by account entries with the securities depositary

and would therefore exist only in electronic form. It would then

no longer be possible for shareholders to hold shares through

a direct, nominative registration in the Company’s register of

shareholders as is currently the case. As of December 31,

2025, notice of the Effective Date has not been given. 

Issuance of shares

The issuance of shares by ArcelorMittal requires either an

amendment of the Articles of Association approved by an EGM

or a decision of the Board of Directors that is within the limits of

the authorized share capital set out in the Articles of

Association. In the latter case, the Board of Directors may

determine the conditions for the issuance of shares, including

the consideration (cash or in kind) payable for such shares.

The EGM may not validly deliberate unless at least half of the

share capital is present or represented upon the first call. If the

quorum is not met, the meeting may be reconvened as

described in “General meeting of shareholders” below. The

second meeting will be held regardless of the proportion of

share capital represented. At both meetings, resolutions, with

respect to the capital increase (or decrease), in order to be

adopted, must be carried by at least two-thirds of the votes

cast.

Preemptive rights

Unless limited or canceled by the Board of Directors pursuant

to a power granted by an extraordinary general meeting of

shareholders or by an EGM, holders of ArcelorMittal shares

have a pro rata preemptive right to subscribe for newly issued

shares, except for shares issued for consideration other than

cash (i.e., in kind).

Repurchase of shares

ArcelorMittal is prohibited by Luxembourg law from subscribing

for its own shares. ArcelorMittal may, however, repurchase its

own shares or have another person repurchase shares on its

behalf, subject to certain conditions, including:

• a prior authorization of the general meeting of

shareholders setting out the terms and conditions of the

proposed repurchase, including the maximum number of

shares to be repurchased, the duration of the period for

which the authorization is given (which may not exceed

five years) and the minimum and maximum

consideration per share;

• the repurchase may not reduce the net assets of

ArcelorMittal on a non-consolidated basis to a level

below the aggregate of the issued share capital and the

reserves that ArcelorMittal must maintain pursuant to

Luxembourg law or its Articles of Association;

• only fully paid-up shares may be repurchased. At

December 31, 2025, all of ArcelorMittal’s issued ordinary

shares were fully paid-up; and

• the acquisition offer is made on the same terms and

conditions to all the shareholders who are in the same

position, it being noted however that listed companies

may repurchase their own shares on the stock

exchange without an acquisition offer having to be made

to the shareholders.

In addition, Luxembourg law allows the Board of Directors to

approve the repurchase of ArcelorMittal shares without the

prior approval of the general meeting of shareholders if

necessary to prevent serious and imminent harm to

ArcelorMittal. In such a case, the next general meeting of

shareholders must be informed by the Board of Directors of the

reasons for and the purpose of the acquisitions made, the

number and nominal values, or in the absence thereof, the

accounting par value of the shares acquired, the proportion of

the issued share capital that they represent, and the

consideration paid for them.

The annual general meeting of shareholders held on May 6,

2025 (the “2025 AGM”) decided  to authorize, effective

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Management report

immediately after the 2025 AGM, the Board of Directors, with

the option to delegate to the corporate bodies of the other

companies in the ArcelorMittal group in accordance with the

Luxembourg law of August 10, 1915 on commercial

companies, as amended (the “Law”), to acquire and sell shares

in the Company in accordance with the Law and any other

applicable laws and regulations, including but not limited to

entering into off-market and over-the-counter transactions and

to acquire shares in the Company through derivative financial

instruments as well as to enter into cash-settled derivative

financial instruments to mitigate the volatility in the share prices

paid to acquire shares in the Company (the "Authorization").

Any acquisitions, disposals, exchanges, contributions or

transfers of shares by the Company or other companies in the

ArcelorMittal group must be in accordance with Regulation

(EU) No. 596/2014 of the European Parliament and of the

Council of April 16, 2014 on market abuse (the "MAR

Regulation"),  as amended from time to time and most recently

by the EU Listing Act (Regulation (EU) 2024/2809) formally

adopted on October 23, 2024 and partially in force since

December 4, 2024, Commission Delegated Regulation (EU)

No. 2016/1052 of March 8, 2016 with regard to regulatory

technical standards for the conditions applicable to buy-back

programs and stabilization measures and Luxembourg law of

December 23, 2016 on market abuse implementing the MAR

Regulation.

Such transactions may be carried out at any time, including

during a tender offer period, subject to applicable laws and

regulations including Section 10(b) and Section 9(a)(2) of the

Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and Rule 10b-5 promulgated under the Exchange Act.

The Authorization is valid until the end of the annual general

meeting of shareholders to be held in 2028 (the "2028 AGM")

or until the date of its renewal by a resolution of the general

meeting of shareholders if such renewal date is prior to the

expiration of the 2028 AGM.

The Company may not repurchase shares amounting to more

than 10% of its issued share capital (at the date of the 2025

AGM being 85,280,977 shares). The maximum number of own

shares that the Company may hold at any time directly or

indirectly may not have the effect of reducing its net assets

(“actif net”) below the amount mentioned in paragraphs 1 and 2

of Article 461-2 of the Law. The purchase price per share to be

paid shall not exceed 110% of the average of the final listing

prices of the 30 trading days preceding the three trading days

prior to each date of repurchase, and shall not be less than one

euro cent. The final listing prices are those on the NYSE,

Euronext markets on which the Company's shares are listed or

the Luxembourg Stock Exchange, depending on the market on

which the purchases are made. For off-market transactions,

the maximum purchase price shall be 110% of the reference

price on the NYSE (in case of purchase in USD) or the

Euronext markets (in case of purchase in EUR) on which the

Company's shares are listed. The reference price will be

deemed to be the average of the final listing prices per share

on these markets during 30 consecutive days on which these

markets are open for trading preceding the three trading days

prior to the date of purchase. For the avoidance of doubt, price

restrictions set out in the immediately preceding paragraphs do

not apply to cash-settled derivative financial instruments

entered into to mitigate volatility in the per share prices paid to

acquire shares in the Company. In the event of a share capital

increase by incorporation of reserves or issue premiums and

the free allotment of shares as well as in the event of the

division or regrouping of the shares, the purchase price

indicated above shall be adjusted by a multiplying coefficient

equal to the ratio between the number of shares comprising the

issued share capital prior to the transaction and such number

following the transaction. 

Capital reduction

The Articles of Association provide that the issued share capital

of ArcelorMittal may be reduced subject to the approval of at

least two-thirds of the votes cast at an extraordinary general

meeting of shareholders where, at first call, at least 50% of the

issued share capital is required to be represented, with no

quorum being required at a reconvened meeting.

The extraordinary general meeting of shareholders held on

May 2, 2023 decided to authorize the Board of Directors, for a

period of three years (i) to cancel all the shares repurchased by

the Company under its share buyback programs up to a

maximum of 88 million shares and to consequently reduce the

issued share capital of the Company and the authorized share

capital of the Company by an amount corresponding to the

product of the number of treasury shares cancelled multiplied

by thirty-six U.S. dollar cents (USD 0.36), being the par value

of the shares in the Company - and (ii) to consequentially

amend articles 5.1 and 5.2 of the articles of association of the

Company to reflect the above cancellations and reductions of

the issued and authorized share capital of the Company, (iii) to

reduce or cancel the relevant reserves constituted under

applicable law in relation thereto and (iv) to instruct and

delegate power to and authorize the Board of Directors or its

delegate(s) to implement the cancellation of the number of

treasury shares determined by the Board of Directors and the

corresponding reduction of share capital and related matters in

one or more installments as deemed fit by the Board of

Directors, to cause the share capital reductions and

cancellations of the treasury shares and the consequential

amendment of the Articles to be recorded by way of one or

more notarial deeds, and generally to take any steps, actions

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or formalities as appropriate or useful to implement this

decision of the extraordinary general meeting.

Please refer to the section on “Shareholder and markets—

Share capital” for the details on the latest share capital

reductions.

General meeting of shareholders

The shareholders’ rights law of May 24, 2011, which

transposes into Luxembourg law Directive 2007/36/EC of the

European Parliament and of the Council of July 11, 2007 (on

the exercise of certain rights of shareholders in listed

companies) as amended (the “Shareholders' Rights Law”)

includes provisions relating to general meetings of

shareholders, as discussed below.

General meetings of shareholders are convened by the

publication of a notice at least 30 days before the meeting date

in a Luxembourg newspaper, via the online platform called

Recueil électronique des sociétés et associations (“RESA”),

and by way of press release sent to the major news agencies.

Ordinary general meetings are not subject to any minimum

shareholder participation level. Extraordinary general meetings,

however, are subject to a minimum quorum of 50% of the

share capital. In the event the 50% quorum is not met upon the

first call, the meeting may be reconvened by way of convening

notice published in the same manner as the first notice, at least

17 days before the meeting date. No quorum is required upon

the second call.

Shareholders whose share ownership is directly registered in

the shareholders’ register of the Company must receive the

convening notice by regular mail, unless they have accepted to

receive it through other means (i.e., electronically). In addition,

all materials relating to a general meeting of shareholders must

be made available on the website of ArcelorMittal from the first

date of publication of the convening notice.

The Shareholders’ Rights Law abolished the blocking period

and introduced the record date system into Luxembourg law.

As set out in the Articles of Association, the record date

applicable to ArcelorMittal is the 14th day at midnight before

the general meeting date. Only the votes of shareholders who

are shareholders of the Company on the record date will be

taken into account, regardless of whether they remain

shareholders on the general meeting date. Shareholders who

intend to participate in the general meeting must notify the

Company at the latest on the date indicated in the convening

notice of their intention to participate (by proxy or in person).

Ordinary general meetings of shareholders.

At an ordinary general meeting of shareholders there is no

quorum requirement and resolutions are adopted by a simple

majority, irrespective of the number of shares represented.

Ordinary general meetings deliberate on any matter that does

not require the convening of an extraordinary general meeting.

The Articles of Association provide that the annual general

meeting of shareholders is held each year within six months

from the end of the previous financial year at the Company’s

registered office or at any other place in the Grand Duchy of

Luxembourg as determined by the Board of Directors and

indicated in the convening notice.

Extraordinary general meetings of shareholders.

An extraordinary general meeting must be convened to

deliberate on the following types of matters:

• an increase or decrease of the authorized or issued share

capital,

• a limitation or exclusion of existing shareholders’

preemptive rights,

• the acquisition by any person of 25% or more of the issued

share capital of ArcelorMittal,

• approving a merger or similar transaction such as a spin-

off, and

• any transaction or matter requiring an amendment of the

Articles of Association.

The extraordinary general meeting must reach a quorum of

shares present or represented at the meeting of 50% of the

share capital in order to validly deliberate. If this quorum is not

reached, the meeting may be reconvened and the second

meeting will not be subject to any quorum requirement. In order

to be adopted by the extraordinary general meeting (on the first

or the second call), any resolution submitted must be approved

by at least two-thirds of the votes cast  (see “—Amendment of

the Articles of Association”). Votes cast do not include votes

attaching to shares with respect to which the shareholder has

not taken part in the vote, has abstained or has returned a

blank or invalid vote. 

In addition, Luxembourg law requires the Board of Directors to

convene a general meeting of shareholders if shareholders

representing in the aggregate 10% of the issued share capital

so require in writing with an indication of the requested agenda. 

In this case, the general meeting of shareholders must be held

within one month of the request. If the requested general

meeting of shareholders is not so convened, the relevant

shareholder or group of shareholders may petition the

competent court in Luxembourg to have a court appointee

convene the general meeting.

Shareholder participation at general meetings

The Board of Directors may decide to arrange for shareholders

to be able to participate in the general meeting by electronic

means  by way, among others, of (i) real-time transmission to

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the public of the general meeting, (ii) two-way communication

enabling shareholders to address the general meeting from a

remote location, or (iii) a mechanism allowing duly identified

shareholders to cast their votes before or during the general

meeting without the need for them to appoint a proxyholder

who would be physically present at the meeting.

A shareholder may act at any general meeting of shareholders

by appointing another person (who need not be a shareholder)

as his or her attorney by means of a written proxy using the

form made available on the website of the Company. The

completed and signed proxy must be sent to the Company in

accordance with the instructions set out in the convening

notice.

The Board of Directors may also decide to allow shareholders

to vote by correspondence by means of a form providing for a

positive or negative vote or an abstention on each agenda

item. The conditions for voting by correspondence are set out

in the Articles of Association and in the convening notice.

Shareholders representing in the aggregate 5% of the issued

share capital may also request that additional items be added

to the agenda of a general meeting and may draft alternative

resolutions to be submitted to the general meeting regarding

existing agenda items. The request must be made in writing

and sent either to the electronic address or to the Company’s

postal address set out in the convening notice.

The Shareholders’ Rights Law provides that a company’s

articles of association may allow shareholders to ask questions

prior to the general meeting which will be answered by

management during the general meeting’s questions and

answers session prior to the vote on the agenda items.

Although the Articles of Association do not specifically address

this point, shareholders may ask questions in writing ahead of

a general meeting, which are taken into account in preparing

the general meetings' questions and answers session. With

regard to the May 6, 2025 general meeting, shareholders could

also send questions to the Company in advance by writing to a

dedicated e-mail address indicated in the convening notice.

The Company on a best efforts basis provided responses to

the questions during the general meeting Q&A session.

Identification of shareholders

Pursuant to the Shareholders’ Rights Law, listed companies 

have the ability to identify their shareholders and ultimately

improve communication between them and their shareholders.

Intermediaries, including those in third countries, are required

to provide the Company with information to enable the

identification of shareholders. Intermediaries that are covered

by the Shareholders' Rights Law are investment firms, credit

institutions and central securities depositories which provide

share safekeeping or administration of securities accounts or

maintenance services to shareholders or other persons. Third

country in-scope intermediaries are those which provide these

services to shareholders or other intermediaries with respect to

shares in the Company and are located outside of the

European Union. 

Voting and information rights

There are no restrictions on the rights of Luxembourg or non-

Luxembourg residents to vote ArcelorMittal shares. Each share

entitles the shareholder to attend a general meeting of

shareholders in person or by proxy, to address the general

meeting of shareholders and to vote. Each share entitles the

holder to one vote at the general meeting of shareholders.

There is no minimum shareholding (beyond owning a single

share or representing the owner of a single share) required to

be able to attend or vote at a general meeting of shareholders.

Directors of ArcelorMittal are elected for a period terminating

(except in the event of the replacement of a member of the

board of directors during his or her mandate) at the third

annual general meeting following the date of their appointment

The voting and information rights of ArcelorMittal’s

shareholders have been further expanded since the entry into

force of the Shareholders’ Rights Law.

Election and removal of directors

Members of the Board of Directors are elected by simple

majority of the represented shareholders at the annual general

meeting of shareholders or at any other general meeting of

shareholders for a period ending (except in the event of the

replacement of a member of the Board of Directors during his

or her mandate) at the third annual general meeting following

the date of their appointment. The directors of ArcelorMittal are

elected for three-year terms in staggered intervals. Any director

may be removed with or without cause by a simple majority

vote at any general meeting of shareholders.

(a) A director’s power to vote on a proposal, arrangement or

contract in which the director is materially interested;

If a Director has directly or indirectly a financial interest in a

transaction that is submitted to the Board of Directors for

approval and this interest conflicts with that of ArcelorMittal

(other than transactions which are ordinary business

operations and are entered into under normal conditions), the

Director must advise the Board of Directors of the existence

and nature of the conflict and cause a record of his or her

statement to be included in the minutes of the meeting. In

addition, the Director may not take part in the discussions on

and may not vote on the relevant transaction and he or she

shall not be counted for the purposes of whether the quorum is

present, in which case the Board of Directors may validly

deliberate if at least the majority of the non-conflicted directors

are present or represented. At  the next general meeting of

shareholders of ArcelorMittal before any other resolution is put

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to a vote, a special report will be made by the Board of

Directors to the shareholders' meeting on any such transaction.

If a material transaction with a related party involves a Director,

that Director may not participate in the approval of such

transaction.

(b) The directors’ power, in the absence of an independent

quorum, to vote compensation to themselves or any members

of their body;

The remuneration of the Directors is determined each year by

the annual general meeting of shareholders subject to Article

17 of the Articles of Association. The annual shareholders

meeting of the Company decides on the directors’

remuneration. The Executive Chairman is not remunerated for

his membership on the Board of Directors. The remuneration of

the Executive Chairman is determined by the Board’s ARCG

Committee, which consists solely of independent directors. For

more information, see “Management and employees—

Compensation”.

Pursuant to the Shareholders’ Rights Law, the shareholders

must be informed in detail of the remuneration of the members

of the Company's Board of Directors and its CEO and the

company's remuneration policy. Companies must prepare a

management remuneration policy describing all components,

criteria, methods and modalities applied to determine the fixed

and variable remuneration of such persons. Such remuneration

policy must contribute to the Company's business strategy and

long-term interests. It must be resubmitted to an advisory vote

at the general meeting of shareholders for approval each time

there is a significant change thereto and at least every four

years. In addition, companies must prepare a remuneration

report for the annual general meeting on the remuneration and

benefits granted to directors, and such remuneration report is

required to be submitted for an advisory vote at the general

meeting of shareholders each year.

(c) Borrowing powers exercisable by the directors and how

such borrowing powers can be varied;

Any transaction between ArcelorMittal or a subsidiary of

ArcelorMittal and a Director (or an affiliate of a Director) must

be conducted on arm’s length terms and, if material, must

obtain the approval of the Independent Directors.

(d) Retirement or non-retirement of directors under an age limit

requirement;

There is no age limit requirement for the retirement or non-

retirement of directors. However, on October 30, 2012, the

Board of Directors adopted a policy that places limitations on

the terms of independent directors as well as the number of

directorships Directors may hold in order to align the

Company’s corporate governance practices with best practices

in this area. The policy provides that an independent director

may not serve on the Board of Directors for more than 12

consecutive years, although the Board of Directors may make

an affirmative determination that he or she may continue to

serve beyond the 12-year rule where the Board of Directors

considers it to be in the best interest of the Company based on

the contribution of the Director involved and the balance

between the knowledge, skills, experience and need for

renewal of the Board.

(e) Number of shares, if any, required for director’s

qualification.

Article 8.2 of the Articles of Association states that the

members of the Board of Directors do not have to be

shareholders in the Company. However, on October 30, 2012,

the Board of Directors introduced a policy, which was amended

on November 7, 2017 and requires members of the Board of

Directors to hold 4,000 shares in the Company (6,000 for the

Lead Independent Director). For more information, see

“Management and employees—Corporate governance—

Specific characteristics of the director role”.

ArcelorMittal’s Articles of Association provide that the

Significant Shareholder is entitled to nominate a number of

candidates for election by the shareholders to the Board of

Directors in proportion to its shareholding. The Significant

Shareholder has not exercised this right to date. 

Amendment of the Articles of Association

Any amendments to the Articles of Association must be

approved by an extraordinary general meeting of shareholders

held in the presence of a Luxembourg notary, followed by the

publications required by Luxembourg law.

In order to be adopted, amendments of the Articles of

Association relating to the size and the requisite minimum

number of independent and non-executive directors of the

Board of Directors, the composition of the Audit & Risk

Committee, and the nomination rights to the Board of Directors

of the Significant Shareholder require a majority of votes

representing two-thirds of the voting rights attached to the

shares in ArcelorMittal. The same majority rule applies to

amendments of the provisions of the Articles of Association that

set out the foregoing rule.

Annual accounts 

Each year before submission to the annual ordinary general

meeting of shareholders, the Board of Directors approves the

stand-alone audited financial statements for ArcelorMittal, the

parent company of the ArcelorMittal group as well as the

consolidated financial statements of the ArcelorMittal group,

each of which are prepared in accordance with IFRS. The

Board of Directors also approves the management reports on

each of the stand-alone audited financial statements and the

consolidated financial statements. In respect of each of these

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sets of accounts a report must be issued by the independent

auditors.

The stand-alone audited financial statements, the consolidated

financial statements, the management reports and the auditor’s

reports will be available on request from the Company and on

the Company’s website from the date of publication of the

convening notice for the annual ordinary general meeting of

shareholders.

Following their approval by the annual ordinary general

meeting of shareholders, the stand-alone audited financial

statements and the consolidated financial statements are filed

with the Luxembourg Register of Commerce and Companies.

Dividends

Except for shares held in treasury by the Company, each

ArcelorMittal share is entitled to participate equally in dividends

if and when they are declared out of funds legally available for

such purposes. The Articles of Association provide that the

annual ordinary general meeting of shareholders may declare

a dividend and that the Board of Directors may declare interim

dividends within the limits set by Luxembourg law.

Declared and unpaid dividends held by ArcelorMittal for the

account of its shareholders do not bear interest. Under

Luxembourg law, claims for dividends lapse in favor of

ArcelorMittal five years after the date on which the dividends

have been declared.

Merger and division

A merger whereby the Luxembourg company being acquired

transfers to an existing or newly incorporated Luxembourg

company all of its assets and liabilities in exchange for the

issuance to the shareholders of the company being acquired of

shares in the acquiring company, and a division whereby a

company (the company being divided) transfers all its assets

and liabilities to two or more existing or newly incorporated

companies in exchange for the issuance of shares in the

beneficiary companies to the shareholders of the company

being divided or to such company, and certain similar

restructurings must be approved by an extraordinary general

meeting of shareholders of the relevant companies held in the

presence of a notary. These transactions require the approval

of at least two-thirds of the votes cast at a general meeting of

shareholders of each of the companies where at least 50% of

the share capital is represented upon first call, with no such

quorum being required at a reconvened meeting.

Liquidation

In the event of the liquidation, dissolution or winding-up of

ArcelorMittal, the assets remaining after allowing for the

payment of all liabilities will be paid out to the shareholders pro

rata to their respective shareholdings. The decision to liquidate,

dissolve or wind-up the Company requires the approval of at

least two-thirds of the votes cast at a general meeting of

shareholders where at first call at least 50% of the share

capital is represented, with no quorum being required at a

reconvened meeting. Irrespective of whether the liquidation is

subject to a vote at the first or a subsequent extraordinary

general meeting of shareholders, it requires the approval of at

least two-thirds of the votes cast at the extraordinary general

meeting of shareholders.

Mandatory bid—squeeze-out right—sell-out right

Mandatory bid. The Luxembourg law of May 19, 2006

implementing Directive 2004/25/EC of the European

Parliament and the Council of April 21, 2004 on takeover bids,

as amended from time to time (the “Takeover Law”), provides

that, if a person acting alone or in concert acquires securities of

ArcelorMittal which, when added to any existing holdings of

ArcelorMittal securities, gives such person voting rights

representing at least one third of all of the voting rights

attached to the issued shares in ArcelorMittal, this person is

obliged to make an offer for the remaining shares in

ArcelorMittal. In a mandatory bid situation, the “fair price” is in

principle considered to be the highest price paid by the offeror

or a person acting in concert with the offeror for the securities

during the 12-month period preceding the mandatory bid.

ArcelorMittal’s Articles of Association provide that any person

who acquires shares giving them 25% or more of the total

voting rights of ArcelorMittal must make or cause to be made,

in each country where ArcelorMittal’s securities are admitted to

trading on a regulated or other market and in each of the

countries in which ArcelorMittal has made a public offering of

its shares, an unconditional public offer to acquire for cash all

outstanding shares and securities giving access to shares,

linked to the share capital or whose rights are dependent on

the profits of ArcelorMittal. The price offered must be fair and

equitable and must be justified by a report drawn up by a

leading international financial institution nominated by the

Company.

Squeeze-out right. The Takeover Law provides that, when an

offer (mandatory or voluntary) is made to all of the holders of

voting securities of ArcelorMittal and if after such offer the

offeror holds at least 95% of the securities carrying voting

rights and 95% of the voting rights, the offeror may require the

holders of the remaining securities to sell those securities (of

the same class) to the offeror. The price offered for such

securities must be a fair price. The price offered in a voluntary

offer would be presumed a fair price in the squeeze-out

proceedings if the offeror acquired at least 90% of

ArcelorMittal's shares carrying voting rights that were the

subject of the offer. The price paid in a mandatory offer is

presumed a fair price. The consideration paid in the squeeze-

out proceedings must take the same form as the consideration

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offered in the offer or consist solely of cash. Moreover, an all-

cash option must be offered to the remaining ArcelorMittal

shareholders. Finally, the right to initiate squeeze-out

proceedings must be exercised within three months following

the expiration of the offer. 

Sell-out right. The Takeover Law provides that, when an offer

(mandatory or voluntary) is made to all of the holders of voting

securities of ArcelorMittal and if after such offer the offeror

holds securities carrying more than 90% of the voting rights,

the remaining security holders may require that the offeror

purchase the remaining securities of the same class. The price

offered in a voluntary offer would be presumed “fair” in the sell-

out proceedings if the offeror acquired at least 90% of the

ArcelorMittal shares carrying voting rights and which were the

subject of the offer. The price paid in a mandatory offer is

presumed to be a fair price. The consideration paid in the sell-

out proceedings must take the same form as the consideration

offered in the offer or consist solely of cash. Moreover, an all-

cash option must be offered to the remaining ArcelorMittal

shareholders. Finally, the right to initiate sell-out proceedings

must be exercised within three months following the expiration

of the offer.

Disclosure of significant ownership in ArcelorMittal shares

Holders of ArcelorMittal shares and derivatives or other

financial instruments linked to ArcelorMittal shares may be

subject to the notification obligations of the Luxembourg law of

January 11, 2008, as amended, on transparency requirements

regarding information about issuers whose securities are

admitted to trading on a regulated market (the “Transparency

Law”). The following description summarizes these obligations.

ArcelorMittal shareholders are advised to consult with their own

legal advisers to determine whether the notification obligations

apply to them.

The Transparency Law provides that, if a person acquires or

disposes of a shareholding in ArcelorMittal, and if following the

acquisition or disposal the proportion of voting rights held by

the person reaches, exceeds or falls below one of the

thresholds of 5%, 10%, 15%, 20%, 25%, one-third, 50% or

two-thirds of the total voting rights existing when the situation

giving rise to a declaration occurs, the relevant person must

simultaneously notify ArcelorMittal and the CSSF (the

Luxembourg securities regulator) of the proportion of voting

rights held by it further to such event within four Luxembourg

Stock Exchange trading days of the day of execution of the

transaction triggering the threshold crossing.

A person must also notify ArcelorMittal of the proportion of his

or her voting rights if that proportion reaches, exceeds or falls

below the above-mentioned thresholds as a result of events

changing the breakdown of voting rights.

The above notification obligations also apply to persons who

directly or indirectly hold financial instruments linked to

ArcelorMittal shares. Pursuant to article 12 a. of the

Transparency Law, persons who hold ArcelorMittal's shares

and financial instruments linked to ArcelorMittal's shares must

aggregate their holding.

ArcelorMittal’s Articles of Association also provide that the

above disclosure obligations also apply to:

• any acquisition or disposal of shares resulting in the

threshold of 2.5% of voting rights in ArcelorMittal being

reached or crossed upwards or downwards,

• any acquisition or disposal of shares resulting in the

threshold of 3.0% of voting rights in ArcelorMittal being

reached or crossed upwards or downwards, and

• with respect to any shareholder holding at least 3.0% of

the voting rights in ArcelorMittal, to any acquisition or

disposal of shares resulting in successive thresholds of

1.0% of voting rights being reached or crossed upwards or

downwards.

Pursuant to the Articles of Association, any person who

acquires shares giving him or her 5% or more or a multiple of

5% or more of the voting rights must inform ArcelorMittal within

10 Luxembourg Stock Exchange trading days following the

date on which the threshold was reached or crossed by

registered letter with return receipt requested as to whether he

or she intends to acquire or dispose of shares in ArcelorMittal

within the next 12 months or intends to seek to obtain control

over ArcelorMittal or to appoint a member to ArcelorMittal’s

Board of Directors.

The sanction of suspension of voting rights automatically

applies, subject to limited exceptions set out in the

Transparency Law, to any shareholder (or group of

shareholders) who has (or have) reached or crossed the

thresholds set out in article 7 of the Articles of Association and

articles 8 to 15 of the Transparency Law but have not notified

the Company accordingly. The sanction of suspension of voting

rights will apply until such time as the notification has been

properly made by the relevant shareholder(s).

For the purposes of calculating the percentage of a

shareholder’s voting rights in ArcelorMittal, the following are

taken into account:

• voting rights held by a third party with whom that person or

entity has concluded an agreement and which obliges them

to adopt, by concerted exercise of the voting rights they hold,

a lasting common policy towards ArcelorMittal;

• voting rights held by a third party under an agreement

concluded with that person or entity providing for the

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temporary transfer for consideration of the voting rights in

question;

• voting rights attaching to shares pledged as collateral with

that person or entity, provided the person or entity controls

the voting rights and declares its intention to exercise them;

• voting rights attaching to shares in which a person or entity

holds a life interest;

• voting rights which are held or may be exercised within the

meaning of the four foregoing points by an undertaking

controlled by that person or entity;

• voting rights attaching to shares deposited with that person

or entity which the person or entity may exercise at its

discretion in the absence of specific instructions from the

shareholders;

• voting rights held by a third party in its own name on behalf

of that person or entity; and

• voting rights which that person or entity may exercise as a

proxy where the person or entity may exercise the voting

rights in its sole discretion.

In addition, the Articles of Association provide that, for the

purposes of calculating a person’s voting rights in ArcelorMittal,

the voting rights attached to shares underlying any other

financial instruments owned by that person (such as

convertible notes) must be taken into account for purposes of

the calculation described above.

Disclosure of insider dealing transactions

Members of the Board of Directors and the members of the

Executive Office, Executive Officers and other executives

fulfilling senior management responsibilities within ArcelorMittal

and falling within the definition of “Persons Discharging Senior

Managerial Responsibilities” set out below and persons closely

associated with them must disclose to the CSSF and to

ArcelorMittal all transactions relating to shares or debt

instruments of ArcelorMittal or derivatives or other financial

instruments linked to any shares or debt instruments of

ArcelorMittal (together the “Financial Instruments”) conducted

by them or for their account. Such notifications shall be made

promptly and not later than three business days after the date

of the transaction.

“Persons Discharging Senior Managerial Responsibilities”

within ArcelorMittal are the members of the Board of Directors,

and the Executive Office, the Executive Officers, and other

executives occupying a high level management position with

regular access to non-public material information relating,

directly or indirectly, to ArcelorMittal and have the authority to

make management decisions about the future development of

the Company and its business strategy (see “Management and

employees— Directors and senior management" for a

description of senior management). Persons closely associated

with them include their respective family members and legal

entities managed, controlled, or benefiting "Persons

Discharging Senior Managerial Responsibilities".

Both information on trading in Financial Instruments by

“Persons Discharging Senior Managerial Responsibilities” and

ArcelorMittal’s Insider Dealing Regulations are available on

www.arcelormittal.com under “Investors—Corporate

Governance—Share Transactions by Management”. For more

information, see “Management and employees—Directors and

senior management”. In 2025, thirteen notifications were

received by ArcelorMittal from such persons and filed with the

CSSF.

Related Party Transactions

The Shareholders’ Rights Law provides that a company is now

required to publicly disclose material transactions (excluding

"transactions taking place as part of the company's ordinary

activity and concluded under normal market conditions") with

related parties no later than at the time of conclusion of the

transaction. The same requirement applies to material

transactions concluded between related parties of a company

and subsidiaries of such company. The Board of Directors 

must approve material transactions of the Company with

related parties. A transaction with a related party is material if

(i) its publication and divulgation may have a significant impact

on the economic decisions of shareholders and (ii) it may

create a risk for the company and its shareholders which are

not related parties, including minority shareholders. In the

determination of whether a transaction is material both the

nature of the transaction and the position of the related party

must be taken into account.

Publication of regulated information

Since January 2009, disclosure to the public of “regulated

information” (within the meaning of the Luxembourg

Transparency Law) concerning ArcelorMittal has been made by

publishing the information through the centralized regulated

information filing and storage system managed by the

Luxembourg Stock Exchange and accessible in English and

French on www.luxse.com, in addition to the publication by

ArcelorMittal of the information by way of press release. All

news and press releases issued by the Company are available

on www.arcelormittal.com in the “News and Media” section.

Limitation of directors’ liability/indemnification of Directors and

the members of the Executive Office

The Articles of Association provide that ArcelorMittal will, to the

broadest extent permitted by Luxembourg law, indemnify every

director and member of the Executive Office as well as every

former director or member of the Executive Office for fees,

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costs and expenses reasonably incurred in the defense or

resolution (including a settlement) of all legal actions or

proceedings, whether civil, criminal or administrative, he or she

has been involved in his or her role as former or current

director or member of the Executive Office.

The right to indemnification does not exist in the case of gross

negligence, fraud, fraudulent inducement, dishonesty or for a

criminal offense, or if it is ultimately determined that the director

or members of the Executive Office has not acted honestly, in

good faith and with the reasonable belief that he or she was

acting in the best interests of ArcelorMittal.

The Company also maintains liability insurance for its directors

and officers, including insurance against liabilities arising under

the U.S. Securities Act of 1933, as amended, and the U.S.

Securities Exchange Act of 1934, as amended.

Material contracts

The following are material contracts, not entered into in the

ordinary course of business, to which ArcelorMittal has been a

party during the past two years.

ArcelorMittal Equity Incentive Plan, Performance Share Unit

Plan and Special Grant

For a description of such plans, please refer to “Management

and employees—Compensation.”

Memorandum of Understanding

Mr. Lakshmi Mittal, Mrs. Usha Mittal, Lumen Investments S.à

r.l., Nuavam Investments S.à r.l. (together, the “MoU Group”)

and the Company are parties to a Memorandum of

Understanding (“MoU”), dated June 25, 2006, to combine Mittal

Steel and Arcelor in order to create the world’s leading steel

company. (Lumen Investments S.à r.l. and Nuavam

Investments S.à r.l. became parties following the assumption of

the obligations of original parties to the MoU that have since

ceased to hold Company shares). In April 2008, the Board of

Directors approved resolutions amending certain provisions of

the MoU in order to adapt it to the Company’s needs in the

post-merger and post-integration phase, as described under

“Management and employees—Corporate governance—

Operation—Lead Independent Director”.

On the basis of the MoU, Arcelor’s Board of Directors

recommended Mittal Steel’s offer for Arcelor, and the parties to

the MoU agreed to certain corporate governance and other

matters relating to the combined ArcelorMittal group. Certain

provisions of the MoU relating to corporate governance were

incorporated into the Articles of Association of ArcelorMittal at

the extraordinary general meeting of the shareholders on

November 5, 2007.

Certain additional provisions of the MoU expired effective

August 1, 2009 and on August 1, 2011. ArcelorMittal’s

corporate governance rules will continue to reflect, subject to

those provisions of the MoU that have been incorporated into

the Articles of Association, the best standards of corporate

governance for comparable companies and to conform with the

corporate governance aspects of the NYSE listing standards

applicable to non-U.S. companies and Ten Principles of

Corporate Governance of the Luxembourg Stock Exchange.

The following summarizes the main provisions of the MoU that

remain in effect or were in effect in 2025.

Standstill

The MoU Group agreed not to acquire, directly or indirectly,

ownership or control of an amount of shares in the capital stock

of the Company exceeding the percentage of shares in the

Company that it will own or control following completion of the

Offer (as defined in the MoU) for Arcelor and any subsequent

offer or compulsory buy-out, except with the prior written

consent of a majority of the independent directors on the

Company’s Board of Directors. Any shares acquired in violation

of this restriction will be deprived of voting rights and shall be

promptly sold by the MoU Group. Notwithstanding the above, if

(and whenever) the MoU Group holds, directly and indirectly,

less than 45% of the then-issued Company shares, the MoU

Group may purchase (in the open market or otherwise)

Company shares up to such 45% limit. In addition, the MoU

Group is also permitted to own and vote shares in excess of

the threshold mentioned in the immediately preceding

paragraph or the 45% limit mentioned above, if such ownership

results from (1) subscription for shares or rights in proportion to

its existing shareholding in the Company where other

shareholders have not exercised the entirety of their rights or

(2) any passive crossing of this threshold resulting from a

reduction of the number of Company shares (e.g., through self-

tender offers or share buy-backs) if, in respect of (2) only, the

decisions to implement such measures were taken at a

shareholders’ meeting in which the MoU Group did not vote or

by the Company’s Board of Directors with a majority of

independent directors voting in favor.

Once the MoU Group exceeds the threshold mentioned in the

first paragraph of this “Standstill” subsection or the 45% limit,

as the case may be, as a consequence of any corporate event

set forth in (1) or (2) above, it shall not be permitted to increase

the percentage of shares it owns or controls in any way except

as a result of subsequent occurrences of the corporate events

described in (1) or (2) above, or with the prior written consent

of a majority of the independent directors on the Company’s

Board of Directors.

If subsequently the MoU Group sells down below the threshold

mentioned in the first paragraph of this “Standstill” subsection

or the 45% limit, as the case may be, it shall not be permitted

to exceed the threshold mentioned in the first paragraph of this

“Standstill” subsection or the 45% limit, as the case may be,

other than as a result of any corporate event set out in (1) or

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(2) above or with the prior written consent of a majority of the

independent directors.

Finally, the MoU Group is permitted to own and vote shares in

excess of the threshold mentioned in the first paragraph of this

“Standstill” subsection or the 45% limit mentioned above if it

acquires the excess shares in the context of a takeover bid by

a third party and (1) a majority of the independent directors of

the Company’s Board of Directors consents in writing to such

acquisition by the MoU Group or (2) the MoU Group acquires

such shares in an offer for all of the shares of the Company.

Non-compete

For so long as the MoU Group holds and controls at least 15%

of the outstanding shares of the Company or has

representatives on the Company’s Board of Directors or

Executive Office, the MoU Group and its affiliates will not be

permitted to invest in, or carry on, any business competing with

the Company, except for PT ISPAT Indo.

Exchange controls and other limitations affecting security

holders

There are no legislative or other legal provisions currently in

force in Luxembourg or arising under ArcelorMittal’s Articles of

Association that restrict the payment of dividends to holders of

ArcelorMittal shares not resident in Luxembourg, except for

regulations restricting the remittance of dividends and other

payments in compliance with United Nations and EU sanctions.

There are no limitations, either under the laws of Luxembourg

or in the Articles of Association, on the right of non-

Luxembourg nationals to hold or vote ArcelorMittal shares.

Luxembourg takeover law disclosure

The following disclosure is provided based on article 11 of the

Luxembourg law of May 19, 2006 transposing Directive

2004/25/EC of the European Parliament and the Council of

April 21, 2004 on takeover bids (the “Takeover Law”). The

Articles of Association are available on www.arcelormittal.com,

under Investors, Corporate Governance, Current Articles of

Association.

With regard to articles 11(1)(a) and (c) of the Takeover Law, the

Company has issued a single category of shares (ordinary

shares), and the Company’s shareholding structure showing

each shareholder owning 5% or more of the Company’s share

capital is available elsewhere in this report and on

www.arcelormittal.com under Investors, Corporate

Governance, Shareholding Structure, where the shareholding

structure chart is updated monthly.

With regard to article 11(1)(b) of the Takeover Law, the ordinary

shares issued by the Company are listed on various stock

exchanges including NYSE and are freely transferable.

With regard to article 11(1)(d) of the Takeover Law, each

ordinary share of the Company gives right to one vote, as set

out in article 13.6 of the Articles of Association, and there are

no special control rights attaching to the shares. Article 8 of the

Articles of Association provides that the Mittal Shareholder (Mr

Lakshmi N. Mittal, Mrs Usha Mittal or any of their heirs or

successors acting directly or indirectly and/or the trust or trusts

of which Mr. Lakshmi N. Mittal, Mrs. Usha Mittal and/or their

heirs or successors are the beneficiaries, hold or control

ArcelorMittal shares or any other entity controlled, directly or

indirectly, by either of them) may, at its discretion, exercise the

right of proportional representation and nominate candidates

for appointment to the Board of Directors (defined as “Mittal

Shareholder Nominees”). The Mittal Shareholder has not, to

date, exercised that right.

Articles 11(1)(e) and (f) of the Takeover Law are not applicable

to the Company. However, the sanction of suspension of voting

rights automatically applies, subject to limited exceptions set

out in the Transparency Law (as defined above), to any

shareholder (or group of shareholders) who has crossed the

thresholds set out in article 7 of the Articles of Association and

articles 8 to 15 of the Transparency Law but have not notified

the Company accordingly. The sanction of suspension of voting

rights will apply until such time as the notification has been

properly made by the relevant shareholder(s).

Article 11(1)(g) of the Takeover Law is not applicable to the

Company.

With regard to article 11(1)(h) of the Takeover Law, the Articles

of Association provide that the directors are elected at the

annual general meeting of shareholders or at any other general

meeting of shareholders for a period terminating (except in the

event of the replacement of a member of the board of directors

during her or his mandate) at the third annual general meeting

following the date of their appointment. The rules governing

amendments to the Articles of Association are described

elsewhere in this report and are set out in article 19 of the

Articles of Association.

With regard to article 11(1)(i) of the Takeover Law, the 2025

AGM granted the Board of Directors a new share buy-back

authorization, whereby the Board of Directors may authorize

the acquisition or sale of Company shares including, but not

limited to, entering into off-market and over-the-counter

transactions and the acquisition of shares through derivative

financial instruments, as well as to enter into cash-settled

derivative financial instruments to mitigate the volatility in the

share price paid to acquire shares in the Company. Any

acquisitions, disposals, exchanges, contributions or transfers of

shares by the Company or other companies in the ArcelorMittal

group must be in accordance with the Luxembourg law of

December 23, 2016 on market abuse,  Regulation (EU) No.

596/2014 of the European Parliament and of the Council of

April 16, 2014 on market abuse and Commission Delegated

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Regulation (EU) No. 2016/1052 of March 8, 2016 with regard

to regulatory technical standards for the conditions applicable

to buy-back programs and stabilization measures and may be

carried out by all means, on or off-market, including by a public

offer to buy-back shares, or by the use of derivatives or option

strategies. The fraction of the capital acquired or transferred in

the form of a block of shares may amount to the entire

program. Such transactions may be carried out at any time,

including during a tender offer period, in accordance with

applicable laws and regulations, including Section 10(b) and

Section 9(a)(2) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), and Rule 10b-5 promulgated

under the Exchange Act. The authorization is valid until the

2028 AGM, or until the date of its renewal by a resolution of the

general meeting of shareholders if such renewal date is prior to

the 2028 AGM. Details relating to the repurchase of shares, as

approved by the 2025 AGM can be found under "—

Memorandum and Articles of Association— Issuance and

Repurchase of shares".

Articles 11(1)(j) and (k) of the Takeover Law are not applicable

to the Company.

Taxation

United States taxation

The following discussion is a summary of the material U.S.

federal income tax consequences that are likely to be relevant

to U.S. Holders (as defined below) in respect of the ownership

and disposition of ArcelorMittal common shares (hereinafter the

“ArcelorMittal shares”) that are held as capital assets (such as

for investment purposes). This summary does not purport to

address all material tax consequences that may be relevant to

a particular U.S. Holder. This summary also does not take into

account the specific circumstances of particular investors,

some of which (such as tax-exempt entities, banks, insurance

companies, broker-dealers, traders in securities that elect to

use a mark-to-market method of accounting for their securities

holdings, regulated investment companies, real estate

investment trusts, partnerships and other pass-through entities,

investors liable for any U.S. alternative minimum tax, investors

that own or are treated as owning 10% or more of the total

combined voting power or value of ArcelorMittal’s shares,

investors that hold ArcelorMittal shares as part of a straddle,

hedge, conversion, constructive sale or other integrated

transaction, and U.S. Holders whose functional currency is not

the U.S. dollar) may be subject to special tax rules. This

summary is based on the U.S. Internal Revenue Code of 1986,

as amended (the “Code”), the Treasury regulations issued

thereunder, judicial decisions, and published rulings and

administrative pronouncements of the U.S. Internal Revenue

Service (“IRS”), all as in effect on the date hereof, and the

income tax treaty between the United States and Luxembourg

dated April 3, 1996 (as amended by any subsequent protocols)

(the “Treaty”). Those authorities are subject to change

(possibly with retroactive effect) or to differing interpretations.

This summary does not address any aspects of U.S. federal

tax law other than income taxation, or any state, local, or non-

U.S. tax considerations that may be applicable to investors, or

the Medicare contribution tax applicable to net investment

income of certain non-corporate U.S. Holders. Investors are

urged to consult their tax advisors regarding the U.S. federal,

state, local and other tax consequences of acquiring, owning

and disposing of ArcelorMittal shares.

For purposes of this discussion, a “U.S. Holder” is a beneficial

owner of ArcelorMittal shares that is, for U.S. federal income

tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for

U.S. federal income tax purposes) organized in or under the

laws of the United States, any state thereof, or the District of

Columbia; or

• any other person that is subject to U.S. federal income tax

on a net income basis in respect of the ArcelorMittal shares.

The U.S. federal income tax consequences of a partner in a

partnership holding ArcelorMittal shares generally will depend

on the status of the partner and the activities of the partnership.

The Company recommends that partners in such a partnership

consult their own tax advisors.

Except where specifically described below, this discussion

assumes that ArcelorMittal is not a passive foreign investment

company (“PFIC”) for U.S. federal income tax purposes. See

“—Passive foreign investment company ("PFIC") status”.

(a) Taxation of distributions

Cash distributions made by ArcelorMittal in respect of

ArcelorMittal shares will constitute a taxable dividend when

such distribution is actually or constructively received, to the

extent such distribution is paid out of the current or

accumulated earnings and profits of ArcelorMittal (as

determined under U.S. federal income tax principles). The

amount of any distribution will include the amount of any

applicable Luxembourg withholding tax. To the extent the

amount of any distribution received by a U.S. Holder in respect

of ArcelorMittal shares exceeds the current or accumulated

earnings and profits of ArcelorMittal, the distribution (1) will be

treated as a non-taxable return of the U.S. Holder’s adjusted

tax basis in those ArcelorMittal shares and (2) thereafter will be

treated as U.S.-source capital gain. Because ArcelorMittal does

not maintain calculations of earnings and profits under U.S.

federal income tax principles, it is expected that distributions

generally will be reported to U.S. Holders as dividends.

Distributions of additional ArcelorMittal shares that are made to

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Management report

U.S. Holders with respect to their ArcelorMittal shares, and that

are part of a pro rata distribution to all ArcelorMittal

shareholders, generally will not be subject to U.S. federal

income tax unless the U.S. Holder has the right to receive cash

or property instead, in which case the U.S. Holder will be

treated as if it received cash equal to the fair market value of

the distribution.

The U.S. dollar amount of a taxable dividend generally will be

included in the gross income of a U.S. Holder as ordinary

income derived from sources outside the United States for U.S.

foreign tax credit purposes and generally will be passive

category income for purposes of the foreign tax credit

limitation. Dividends paid in euro will be included in a U.S.

Holder’s income in a U.S. dollar amount calculated by

reference to the exchange rate in effect on the date the

dividend is received; a recipient of such dividends that converts

such euro to dollars upon receipt generally should not be

required to recognize foreign currency gain or loss in respect of

the dividend income. Dividends paid by ArcelorMittal will not be

eligible for the dividends-received deduction generally allowed

to U.S. corporations in respect of dividends received from U.S.

corporations.

Taxable dividends received by certain non-corporate U.S.

Holders (including individuals) with respect to the ArcelorMittal

shares will be subject to U.S. federal income taxation at rates

that are lower than the rates applicable to ordinary income if

the dividends represent “qualified dividend income”. Subject to

certain exceptions for short-term or hedged positions,

dividends paid on the ArcelorMittal shares will be treated as

qualified dividend income if (i) the ArcelorMittal shares are

readily tradable on an established securities market in the

United States (such as the New York Stock Exchange) and (ii)

ArcelorMittal is not a Passive foreign investment company

("PFIC") in the year in which the dividend was paid or in the

year prior thereto. As discussed further below, ArcelorMittal

believes that it was not a PFIC for U.S. federal income tax

purposes with respect to its 2024 and 2025 taxable years, and

ArcelorMittal does not expect to be a PFIC for its 2026 taxable

year. See “—Passive foreign investment company ("PFIC")

status”.

U.S. Holders of ArcelorMittal shares should consult their own

tax advisors regarding the availability of the reduced rate of

U.S. federal income tax on dividends in light of their own

particular circumstances.

Subject to generally applicable limitations and conditions,

Luxembourg dividend withholding tax paid at the appropriate

rate applicable to the U.S. Holder may be eligible for a credit

against such U.S. Holder’s U.S. federal income tax liability.

These generally applicable limitations and conditions include

requirements adopted by the IRS in regulations promulgated in

December 2021, and any Luxembourg tax will need to satisfy

these requirements in order to be eligible to be a creditable tax

for a U.S. Holder. In the case of a U.S. Holder that either (i) is

eligible for, and properly elects, the benefits of the Treaty, or (ii)

consistently elects to apply a modified version of these rules

under temporary guidance issued by the IRS and complies with

specific requirements set forth in such guidance, the

Luxembourg tax on dividends will be treated as meeting the

new requirements and therefore as a creditable tax. In the case

of all other U.S. Holders, the application of these requirements

to the Luxembourg tax on dividends is uncertain, and we have

not determined whether these requirements have been met. If

the Luxembourg dividend tax is not a creditable tax for a U.S.

Holder or the U.S. Holder does not elect to claim a foreign tax

credit for any foreign income taxes paid or accrued in the same

taxable year, the U.S. Holder may be able to deduct the

Luxembourg tax in computing such U.S. Holder’s taxable

income for U.S. federal income tax purposes. The temporary

guidance discussed above also indicates that the Treasury and

the IRS are considering proposing amendments to the

December 2021 regulations and that the temporary guidance

can be relied upon until additional guidance is issued that

withdraws or modifies the temporary guidance. The rules with

respect to foreign tax credits are complex and involve the

application of rules that depend on a U.S. Holder’s particular

circumstances. Accordingly, U.S. Holders are urged to consult

their tax advisors regarding the availability of the foreign tax

credit under their particular circumstances.

(b) Taxation of sales, exchanges, or other dispositions of

ArcelorMittal shares

Sales or other taxable dispositions by U.S. Holders of

ArcelorMittal shares generally will give rise to gain or loss

equal to the difference between the amount realized on the

disposition and the U.S. Holder’s tax basis in such ArcelorMittal

shares, as determined in U.S. dollars. A U.S. Holder generally

will have an initial tax basis in each ArcelorMittal share equal to

its U.S. dollar cost to the U.S. Holder.

In general, gain or loss recognized on the sale or exchange of

ArcelorMittal shares will be capital gain or loss and, if the U.S.

Holder’s holding period for such ArcelorMittal shares exceeds

one year, will be long-term capital gain or loss. Certain U.S.

Holders, including individuals, are eligible for preferential rates

of U.S. federal income tax in respect of long-term capital gains.

The deduction of capital losses against ordinary income is

subject to limitations under the Code.   

Passive foreign investment company (“PFIC”) status

Special U.S. federal income tax rules apply to investors owning

stock of a PFIC. ArcelorMittal believes that it was not a PFIC

for U.S. federal income tax purposes with respect to its 2024

and 2025 taxable years, and ArcelorMittal does not expect to

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Management report

be a PFIC for its 2026 taxable year. This conclusion is based

upon an annual analysis of its financial position and an

interpretation of the PFIC provisions that ArcelorMittal believes

is correct. No assurances can be made, however, that the

applicable tax law or relevant factual circumstances will not

change in a manner that affects the determination of

ArcelorMittal’s PFIC status. If, contrary to the foregoing,

ArcelorMittal were classified as a PFIC, a U.S. Holder would be

subject to a special tax at ordinary income tax rates on “excess

distributions” (generally, any distributions that you receive in a

taxable year that are greater than 125 percent of the average

annual distributions that the U.S. Holder has received in the

preceding three taxable years, or the U.S. Holder’s holding

period, if shorter), and gain that that the U.S. Holder

recognizes on the sale of the holder’s shares. Under these

rules (a) the excess distribution or gain will be allocated,

ratably over the U.S. Holder’s holding period, (b) the amount

allocated to the current taxable year and any taxable year prior

to the first taxable year in which we are a PFIC will be taxed as

ordinary income, and (c) the amount allocated to each of the

other taxable years will be subject to tax at the highest rate of

tax in effect for the applicable class of taxpayer for that year,

and an interest charge for the deemed deferral benefit will be

imposed with respect to the resulting tax attributable to each

such other taxable year. If ArcelorMittal were a PFIC and its

shares constitute “marketable stock”, a U.S. Holder may elect

to instead be taxed annually on a mark-to-market basis with

respect to its ArcelorMittal shares and generally would not be

subject to the PFIC rules described above. U.S. Holders should

consult their tax advisors regarding the application of the PFIC

rules to ArcelorMittal including the availability and

consequences of a mark-to-market election with respect to

their shares of ArcelorMittal.

Foreign Financial Asset Reporting

Certain U.S. Holders that own “specified foreign financial

assets” with an aggregate value in excess of U.S.$50,000 on

the last day of the taxable year or U.S.$75,000 at any time

during the taxable year are generally required to file an

information statement along with their tax returns, currently on

Form 8938, with respect to such assets. “Specified foreign

financial assets” include any financial accounts held at a non-

U.S. financial institution, as well as securities issued by a non-

U.S. issuer that are not held in accounts maintained by

financial institutions. The understatement of income attributable

to “specified foreign financial assets” in excess of U.S.$5,000

extends the statute of limitations with respect to the tax return

to six years after the return was filed. U.S. Holders who fail to

report the required information could be subject to substantial

penalties. U.S. Holders are encouraged to consult with their

own tax advisers regarding the possible application of these

rules, including the application of the rules to their particular

circumstances.

Backup withholding and information reporting

The payment of proceeds received upon the sale, exchange or

redemption of ArcelorMittal shares by U.S. Holders within the

United States (or through certain U.S.-related financial

intermediaries), and dividends on ArcelorMittal shares paid to

U.S. Holders in the United States (or through certain U.S.-

related financial intermediaries), will be subject to information

reporting and may be subject to backup withholding unless the

U.S. Holder (1) is an exempt recipient, and establishes that

exemption if required or (2) in the case of backup withholding,

provides an IRS Form W-9 (or an acceptable substitute form)

that contains the U.S. Holder’s taxpayer identification number

and that certifies that no loss of exemption from backup

withholding has occurred.

Backup withholding is not an additional tax. The amount of

backup withholding imposed on a payment to a U.S. Holder will

be allowed as a credit against the holder’s U.S. federal income

tax liability, if any, or as a refund, so long as the required

information is properly furnished to the IRS. Holders that are

not "U.S. persons" (as defined in the Code) may need to

comply with certification procedures to establish their non-U.S.

status in order to establish an exemption from information

reporting and backup withholding.

THE SUMMARY OF U.S. FEDERAL INCOME TAX

CONSEQUENCES SET OUT ABOVE IS INTENDED FOR

GENERAL INFORMATION PURPOSES ONLY. EACH

INVESTOR IN ARCELORMITTAL ORDINARY SHARES IS

URGED TO CONSULT ITS OWN TAX ADVISOR WITH

RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF

THE ACQUISITION, OWNERSHIP AND DISPOSITION OF

ARCELORMITTAL SHARES BASED ON THE INVESTOR’S

PARTICULAR CIRCUMSTANCES.

Luxembourg taxation

The following is a summary addressing certain material

Luxembourg tax consequences that are likely to be relevant to

holders of shares in respect of the ownership and disposition of

shares in ArcelorMittal.

This summary does not purport to address all material tax

considerations that may be relevant to a holder or prospective

holder of ArcelorMittal shares. This summary also does not

take into account the specific circumstances of particular

investors some of which may be subject to special tax rules,

including dealers in securities, financial institutions, insurance

companies, investment funds.

This summary is based on the laws, regulations and applicable

tax treaties as in effect on the date hereof in Luxembourg, all of

which are subject to change, possibly with retroactive effect.

Holders of ArcelorMittal shares should consult their own tax

advisers as to the particular tax consequences, under the tax

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Management report

laws of the country of which they are residents for tax purposes

of the ownership or disposition of ArcelorMittal shares.

This summary does not address the terms of employee stock

options or other incentive plans implemented by ArcelorMittal

and its subsidiaries and does not purport to provide the holders

of stock subscription options or other comparable instruments

(including shares acquired under employee share ownership

programs) with a description of the possible tax and social

security implications for them, nor to determine under which

conditions these options or other instruments are or may

become exercisable. These holders are therefore urged to

consult their own tax advisers as to the potential tax and social

security implications of an exercise of their options or other

instruments.

As used herein, a “Luxembourg individual” means an individual

resident in Luxembourg who is subject to personal income tax

(impôt sur le revenu) on his or her worldwide income from

Luxembourg or foreign sources, and a “Luxembourg company”

means a company or another entity resident in Luxembourg

subject to corporate income tax (impôt sur le revenu des

collectivités) on its worldwide income from Luxembourg or

foreign sources. For the purposes of this summary,

Luxembourg individuals and Luxembourg companies are

collectively referred to as “Luxembourg Holders”. A “non-

Luxembourg Holder” means any investor in ArcelorMittal

shares other than a Luxembourg Holder.

(a) Luxembourg withholding tax on dividends paid on

ArcelorMittal shares

Dividends distributed by ArcelorMittal will in principle be subject

to Luxembourg withholding tax at the rate of 15%.

Luxembourg resident corporate holders

Dividend withholding tax exemption applies on dividends paid

by ArcelorMittal to a Luxembourg company (that is, a fully

taxable entity within the meaning of Article 159 of the

Luxembourg Income Tax Law) holding shares (or a

Luxembourg permanent establishment/representative of a

qualifying foreign entity to which the shares are attributable),

which meets the qualifying participation test (that is, a

shareholding in ArcelorMittal of at least 10% or having an

acquisition cost of at least EUR 1.2 million held or committed to

be held for a minimum one year holding period) under the

conditions of Article 147 of the Luxembourg Income Tax Law).

If such exemption from dividend withholding tax does not apply,

a Luxembourg company may be entitled to a tax credit.

Luxembourg resident individual holders

Luxembourg withholding tax on dividends paid by ArcelorMittal

to a Luxembourg resident individual holder may entitle such

Luxembourg Holder to a tax credit for the tax withheld.

Non-Luxembourg Holders

Non-Luxembourg Holders of ArcelorMittal shares who have

held a shareholding in ArcelorMittal representing at least 10%

of ArcelorMittal’s share capital (or shares with an acquisition

cost of at least EUR 1.2 million) for an uninterrupted period of

at least 12 months (or where held for a shorter period, where

the holder takes the commitment to hold the qualifying

shareholding for such period - in practice, the Luxembourg tax

authorities will levy the withholding tax and reimburse it when

the 12-month period is actually met) may benefit from an

exemption from the dividend withholding tax if they are: (i)

entities which fall within the scope of Article 2 of the  European

Council Directive 2011/96/EU, as amended (the “EU Parent-

Subsidiary Directive”) and which are not excluded to benefit

from the EU Parent-Subsidiary Directive under its mandatory

general anti-avoidance rule (“GAAR”) in each case as

implemented in Luxembourg, or (ii) corporates (organismes à

caractère collectif) subject to a tax comparable to Luxembourg

corporate income tax and which are resident of a country

having concluded a double tax avoidance treaty with

Luxembourg, or (iii) corporates (sociétés de capitaux) subject

to a tax comparable to Luxembourg corporate income tax and

which are resident in a State being part of the European

Economic Area (EEA) other than a Member State of the

European Union, or (iv) corporates (sociétés de capitaux)

resident in Switzerland subject to corporate income tax in

Switzerland without benefiting from an exemption.

Non-Luxembourg Holders of ArcelorMittal shares who are tax

resident in a country having a double tax avoidance treaty with

Luxembourg may claim for a reduced withholding tax rate or a

withholding tax relief under the conditions and subject to the

limitations set forth in the relevant treaty.

(b) Luxembourg income tax on dividends paid on

ArcelorMittal shares and capital gains

Luxembourg resident individual holders

For Luxembourg individuals, income in the form of dividends or

capital gains derived from ArcelorMittal shares will normally be

subject to individual income tax at the applicable progressive

rate with a current top effective marginal rate of 45.78%

including the unemployment fund contribution at the maximum

rate of 9%. Such dividends may benefit from the 50%

exemption set forth in Article 115(15a) of the Luxembourg

Income Tax Law, subject to fulfillment of the conditions set out

therein. Capital gains will only be taxable if they are realized on

a sale of ArcelorMittal shares, which takes place within the first

six months following their acquisition, or if the relevant holder

(alone or together with his/her spouse or registered partner and

his/her underage children), directly or indirectly, holds or has

held more than 10% of the ArcelorMittal shares at any time

during the past five years.

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Management report

Luxembourg resident corporate holders

For Luxembourg companies, which do not benefit from a

special tax regime, income in the form of dividends or capital

gains derived from ArcelorMittal shares will be subject to

corporate income tax and municipal business tax. The

combined rate for these two taxes (including an unemployment

fund contribution of 7%) for Luxembourg companies with

registered office in Luxembourg City is 23.87% in 2025 and

2026. Such dividends may benefit either from the 50%

exemption set forth in Article 115(15a) of the Luxembourg

Income Tax Law or from the full exemption set forth in Article

166 of the Luxembourg Income Tax Law, subject in each case

to fulfillment of the respective conditions set out therein.

Luxembourg tax authorities in the Circular 168 quarter/1 of 9

June 2023 clarifies that a Luxembourg Reverse Hybrid entity

cannot benefit from the participation exemption of article 166 of

the Luxembourg Income Tax Law. Capital gains realized on the

sale of ArcelorMittal shares may benefit from the full exemption

provided for by the Grand Ducal Decree of December 21,

2001, as amended, subject to fulfillment of the conditions set

out therein.

Non-Luxembourg Holders

An individual or corporate non-Luxembourg Holder of

ArcelorMittal shares who/which realizes a gain on disposal

thereof (and who/which does not have a permanent

establishment in Luxembourg to which the ArcelorMittal shares

would be attributable) will only be subject to Luxembourg

taxation on capital gains arising upon disposal of such shares if

such holder has (if an individual, alone or together with his or

her spouse or registered partner and underage children)

directly or indirectly held more than 10% of the capital of

ArcelorMittal, at any time during the past five years, and either

(1) such holder has been a resident of Luxembourg for tax

purposes for at least 15 years and has become a non-resident

within the last five years preceding the realization of the gain,

subject to any applicable tax treaty, or (2) the disposal of

ArcelorMittal shares occurs within six months from their

acquisition, subject to any applicable tax treaty.

A corporate non-Luxembourg Holder, which has a permanent

establishment or a permanent representative in Luxembourg to

which ArcelorMittal shares would be attributable, will bear

corporate income tax and municipal business tax on dividends

received and/or a gain realized on a disposal of such shares

under the same conditions as are applicable to a Luxembourg

resident corporate holder, as described above.

(c) Other taxes

Net wealth tax

Luxembourg net wealth tax will not be levied on a Luxembourg

Holder unless:

• the Luxembourg Holder is a legal entity subject to net

wealth tax in Luxembourg; or

• ArcelorMittal shares are attributable to an enterprise

or part thereof which is carried on through a

permanent establishment or a permanent

representative in Luxembourg of a non-resident

corporate entity.

Net wealth tax is levied annually at a digressive rate depending

on the amount of the net wealth of the above holders, as

determined for net wealth tax purposes (i.e. 0.5% on an

amount up to EUR 500 million and 0.05% on the amount of

taxable net wealth exceeding EUR 500 million).

ArcelorMittal shares may be exempt from net wealth tax

subject to the conditions set forth by Article 60 of the Law of

October 16, 1934 on the valuation of assets

(Bewertungsgesetz), as amended.

Estate and gift tax

Luxembourg inheritance tax may be levied on the transfer of

ArcelorMittal shares upon the death of a Luxembourg

individual. No Luxembourg inheritance tax is, however, levied

on the transfer of the ArcelorMittal shares upon the death of a

holder in cases where the deceased was not a resident of

Luxembourg for inheritance tax purposes.

Luxembourg gift tax will be levied in the event that a gift of

ArcelorMittal shares is made pursuant to a notarial deed signed

before a Luxembourg notary.

Other Luxembourg tax considerations

No registration tax will be payable by a holder of shares upon

the issue, subscription or acquisition of shares in ArcelorMittal

or upon the disposal of shares by sale or exchange.

Evaluation of disclosure controls and procedures

Disclosure controls and procedures

Management maintains disclosure controls and procedures

that are designed to ensure that information required to be

disclosed in the Company’s reports under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) is

recorded, processed, summarized and reported within time

periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to

management, including the Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure. ArcelorMittal’s disclosure

controls and procedures are designed to provide reasonable

assurance of achieving their objectives.

There are inherent limitations to the effectiveness of any

system of disclosure controls and procedures, including the

possibility of human error and the circumvention or overriding

of the controls and procedures. Accordingly, even effective

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Management report

disclosure controls and procedures can only provide

reasonable assurance of achieving their control objectives.

Management, under the supervision and with the participation

of its Chief Executive Officer and Chief Financial Officer,

carried out an evaluation of the effectiveness of the design and

operation of the Company’s disclosure controls and procedures

(as defined in Exchange Act Rule 13a-15(e)) as of December

31, 2025. Based upon that evaluation, the Company’s Chief

Executive Officer and Chief Financial Officer concluded that, as

of December 31, 2025, the Company’s disclosure controls and

procedures were effective.

Management’s report on internal control over financial

reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting as defined in

Rule 13a-15(f) of the Exchange Act. Internal control over

financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies and procedures may

deteriorate.

Management assessed the effectiveness of internal control

over financial reporting as of December 31, 2025 based upon

the framework in Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”). Management’s

assessment of the effectiveness of internal controls over

financial reporting excludes the evaluation of the internal

controls over financial reporting for acquired entities. As of

December 31, 2025, the most significant acquisition, AMNS

Calvert which was acquired on June 18, 2025, represented 5%

of Company’s total assets and 4% of the Company’s sales.

This entity is not expected to materially affect the Company’s

internal control over financial reporting.

The Company expects the internal control systems of these

entities to be fully implemented during the year 2026.

Based on this assessment, management concluded that

ArcelorMittal’s internal control over financial reporting was

effective as of December 31, 2025. 

The effectiveness of management’s internal control over

financial reporting as of December 31, 2025 has been audited

by the Company’s independent registered public accounting

firm, Ernst & Young S.A., and their report as of March 6, 2026

below expresses an unqualified opinion on the Company’s

internal control over financial reporting. 

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control

over financial reporting that occurred during the year ended

December 31, 2025 that have materially affected or are

reasonably likely to materially affect the Company’s internal

control over financial reporting.

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Management report

Glossary - definitions, terminology and principal subsidiaries

Definitions and terminology

Unless indicated otherwise, or the context otherwise requires,

references herein to “ArcelorMittal”, “we”, “us”, “our”,

“ArcelorMittal Group”, “Group” and the “Company” or similar

terms are to ArcelorMittal S.A. consolidated with its

subsidiaries. References to “ArcelorMittal S.A.”, “ArcelorMittal

parent” or “parent of ArcelorMittal” are to ArcelorMittal S.A.,

formerly known as Mittal Steel Company N.V. (“Mittal Steel”),

having its registered office at 24-26, Boulevard d’Avranches,

L-1160 Luxembourg, Grand Duchy of Luxembourg.

ArcelorMittal’s principal operating subsidiaries, categorized by

reporting segment and location, are listed below.

For the purposes of this annual report, the names of the

following ArcelorMittal subsidiaries as abbreviated below are

used where applicable.

Name of Subsidiary		Abbreviation		Country
North America
ArcelorMittal Calvert LLC		ArcelorMittal Calvert		United States of America
ArcelorMittal Dofasco G.P.		ArcelorMittal Dofasco		Canada
ArcelorMittal Long Products Canada G.P.		ArcelorMittal Long Products Canada		Canada
ArcelorMittal México S.A. de C.V.		ArcelorMittal Mexico		Mexico
ArcelorMittal Texas HBI LLC		ArcelorMittal Texas HBI		United States of America
Brazil and neighboring countries ("Brazil")
Acindar Industria Argentina de Aceros S.A.		Acindar		Argentina
ArcelorMittal Brasil S.A.		ArcelorMittal Brasil		Brazil
ArcelorMittal Pecém S.A.		ArcelorMittal Pecém		Brazil
Europe
ArcelorMittal Belgium N.V.		ArcelorMittal Belgium		Belgium
ArcelorMittal Belval & Differdange S.A.		ArcelorMittal Belval & Differdange		Luxembourg
ArcelorMittal Bremen GmbH		ArcelorMittal Bremen		Germany
ArcelorMittal Duisburg GmbH		ArcelorMittal Duisburg		Germany
ArcelorMittal Eisenhüttenstadt GmbH		ArcelorMittal Eisenhüttenstadt		Germany
ArcelorMittal España S.A.		ArcelorMittal España		Spain
ArcelorMittal Flat Europe S.A.		AMFE		Luxembourg
ArcelorMittal France S.A.S.		ArcelorMittal France		France
ArcelorMittal Hamburg GmbH		ArcelorMittal Hamburg		Germany
ArcelorMittal Méditerranée S.A.S.		ArcelorMittal Méditerranée		France
ArcelorMittal Poland S.A.		ArcelorMittal Poland		Poland
Sustainable solutions
AM Green Energy Private Limited		ArcelorMittal Green Energy		India
ArcelorMittal International Luxembourg S.A.		ArcelorMittal International Luxembourg		Luxembourg
Mining
ArcelorMittal Liberia Holdings Ltd.1		ArcelorMittal Liberia		Liberia
ArcelorMittal Mining Canada G.P. and ArcelorMittal Infrastructure Canada G.P.		ArcelorMittal Mines and Infrastructure Canada ("AMMC")		Canada
Others
ArcelorMittal South Africa Ltd.		ArcelorMittal South Africa		South Africa
PJSC ArcelorMittal Kryvyi Rih		ArcelorMittal Kryvyi Rih		Ukraine

1. ArcelorMittal Liberia Holdings Ltd. with operations in Liberia is incorporated in Cyprus.

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Management report

In addition, unless indicated otherwise, or the context otherwise requires, references in this annual report to abbreviations or terms

shown below have the following definitions:

ARS	Argentine Peso, the official currency of Argentina
Articles of Association	the amended and restated articles of association of ArcelorMittal, dated November 20, 2025.
AUD$ or AUD	Australian dollars, the official currency of Australia
Brownfield project	the expansion of an existing operation
BOF	Basic Oxygen Furnace, also known as Basic Oxygen Steelmaking (BOS), is a method of primary steelmaking that involves blowing oxygen through molten pig iron to reduce its carbon content and convert it into low-carbon steel.
C$ or CAD	Canadian dollars, the official currency of Canada
CIS	the countries of the Commonwealth of Independent States
CNY	Chinese yuan, the official currency of China
Coking coal	coal that, by virtue of its coking properties, is used in the manufacture of coke, which is used in the steelmaking process
Crude steel	the first solid steel product upon solidification of liquid steel, including ingots from conventional mills and semis (e.g., slab, billet and blooms) from continuous casters
Downstream	finishing operations: flat products - the process after the production of hot-rolled coil/plates, and long products - the process after the production of blooms/billets (including production of bars, wire rods, SBQ, etc.)
DMTU or dmtu	dry metric tonne unit
DRI	direct reduced iron, a metallic iron formed by removing oxygen from iron ore without the formation of, or passage through, a smelting phase. DRI can be used as feedstock for steel production
EAF	Electric arc furnaces are used to produce steel from scrap melted using electricity, in contrast to the cast iron sector (blast furnace – converter) where it is produced from iron ore.
Energy coal	coal used as a fuel source in electrical power generation, cement manufacture and various industrial applications. Energy coal may also be referred to as steam or thermal coal
Euro, euros, EUR or €	the official currency of the European Union (“EU”) member states participating in the European Monetary Union
Executive Office	the Executive Chairman, Mr. Lakshmi N. Mittal and Chief Executive Officer, Mr. Aditya Mittal
Executive Officers	those executives of the Company who are supporting the Executive Office and jointly with the Executive Office represent the senior management of the Company

GMB	the Group Management Board, the former senior management body which was replaced by the CEO Office subsequently renamed Executive Office. The Executive Office, supported by nine Executive Officers, makes up the Company’s senior management
Greenfield project	the development of a new project
Green steel	steel products subject to auditor verified certification of the CO 2 savings achieved
Indicated mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Inferred mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
INR	Indian rupee, the official currency of India
Iron pellets	agglomerated ultra-fine iron ore particles of a size and quality suitable for use in steel- making processes
Kilometers	measures of distance are stated in kilometers, each of which equals approximately 0.62 miles, or 1000 in meters, each of which equals approximately 3.28 feet
KZT	the Kazakhstani tenge, the official currency of Kazakhstan
LTIFR	Lost Time Injury Frequency Rate ("LTIFR") defined as Lost Time Injuries ("LTI") per 1,000,000 worked hours (own personnel and contractors); a LTI is an incident that causes an injury that prevents the person from returning to his/her next scheduled shift or work period

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Management report

Measured mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Metallurgical coal	a broader term than coking coal that includes all coals used in steelmaking, such as coal used for the pulverized coal injection (“PCI”) process
Metric Tonnes or MT	metric tonnes and are used in measurements involving steel products, as well as crude steel, iron ore, iron ore pellets, DRI, hot metal, coke, coal, pig iron and scrap (a metric tonne is equal to 1,000 kilograms or 2,204.62 pounds)
Mineral reserve	is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Mineral resource	is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
PLN	Polish złoty, the official currency of Poland
Probable mineral reserve	is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Production capacity	the annual production capacity of plant and equipment based on existing technical parameters as estimated by management
Proven mineral reserve	is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
Ps or MXN	the Mexican peso, the official currency of the United Mexican States
Real, reais or R$	Brazilian reais, the official currency of Brazil
ROM	run of mine - mined iron ore or coal to be fed to a preparation and/or concentration process
Sales	include shipping and handling fees and costs billed to a customer in a sales transaction

SBQ	special bar quality steel, a high-quality long product
Significant Shareholder	HSBC Trustee (C.I.) Limited as trustee of a fully discretionary trust of which Mr. Lakshmi N. Mittal and Mrs. Usha Mittal are beneficiaries
Sinter	a metallic input used in the blast furnace steel-making process, which aggregates fines, binder and other materials into a coherent mass by heating without melting
Spanish Stock Exchanges	the stock exchanges of Madrid, Barcelona, Bilbao and Valencia
Steel products	finished and semi-finished steel products, and exclude raw materials (including those described under “upstream” below), direct reduced iron (“DRI”), hot metal, coke, etc.
Tons, net tons or ST	short tons are used in measurements involving steel products as well as crude steel, iron ore, iron ore pellets, DRI, hot metal, coke, coal, pig iron and scrap (a short ton is equal to 907.2 kilograms or 2,000 pounds)
UAH	Ukrainian hryvnia, the official currency of Ukraine
Upstream	operations that precede downstream steel- making, coking coal, coke, sinter, DRI, blast furnace, BOF, EAF, casters & hot rolling/plate mill
US$, $, dollars, USD or U.S. dollar	United States dollar, the official currency of the United States
Wet recoverable	a quantity of iron ore or coal recovered after the material from the mine has gone through a preparation and/or concentration process excluding drying
ZAR	South African rand, the official currency of the Republic of South Africa

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Management report

Management report of ArcelorMittal as parent company: Please

refer to pages 3 to 169 and the following: 

ArcelorMittal as Parent Company

ArcelorMittal (the “Parent Company”) was incorporated as a

“Société Anonyme” under Luxembourg law on June 8, 2001 for

an unlimited period. The Parent Company has its registered

office in 24-26 boulevard d’Avranches, Luxembourg City and is

registered at the Register of Trade and Commerce of

Luxembourg under the number B82.454.

The Parent Company’s corporate goal is the manufacturing,

processing and marketing of steel products, all other

metallurgical products, mining products and any other activity

directly or indirectly related thereto. The Parent Company

realizes its corporate goal either directly or through the creation

of companies or the acquisition and holding of interests in

companies, partnerships, associations, consortia and joint

ventures. In addition, ArcelorMittal is the head of the main tax

integration in Luxembourg and the main funding vehicle of

ArcelorMittal group. Also, ArcelorMittal implemented an

industrial franchise agreement with group subsidiaries whereby

the Parent Company licenses its business model for

manufacturing, processing and distributing steel to group

subsidiaries. The business model includes the ArcelorMittal

business intelligence, which is a package of business solutions

and implementation support combined with the development

and maintenance of intangibles such as the ArcelorMittal

brand, ArcelorMittal global information technology solutions,

ArcelorMittal global research & development and ArcelorMittal

global purchase agreements. 

ArcelorMittal's net income amounted to $11,159 million as

compared to $ 662 million net income in 2025 and 2024,

respectively. Operating loss amounted to $118 million in 2025

as compared to operating income of $98 million in 2024.

Operating (loss)/income included mainly income from industrial

franchise agreement fees ($747 million and $712 million for the

years ended December 31, 2025 and 2024, respectively).

Income from subsidiaries, associates and other investments

amounted to $2,213 million in 2025 as compared to $3,442

million in 2024. The Company recognized net impairment

reversals of investments of $7,872 million in 2025 as compared

to net impairments of $537 million in 2024. The Company

recognized net financing gains of $1,769 million in 2025 as

compared to net financing costs of $2,284 million in 2024.

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Management report

Chief executive officer and chief financial officer’s responsibility statement

We confirm, to the best of our knowledge, that:

1. the financial statements of ArcelorMittal parent company presented in this Annual Report and prepared in conformity with

International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the

European Union, give a true and fair view of the assets, liabilities, financial position, profit or loss of ArcelorMittal; and

2.    the management report includes a fair review of the development and performance of the business and position of ArcelorMittal

and undertakings included within the consolidation taken as a whole, together with a description of the principal risks and

uncertainties they face.

Chief executive officer Chief financial officer

Aditya Mittal Genuino Christino

March 27, 2026March 27, 2026

173

Financial statements

ArcelorMittal

Statements of financial position

(millions of U.S. dollars, except share and per share data)

ASSETS	December 31, 2025		December 31, 2024
Current assets:
Cash and cash equivalents (note 4)	2,980		3,688
Current loans to related parties (note 10)	2,144		1,294
Prepaid expenses and other current assets, including 921 and 742 with related parties at December 31, 2025 and 2024, respectively (notes 5 and 10)	1,037		875
Total current assets	6,161		5,857
Non-current assets:
Tangible and intangible assets (note 6)	16		30
Investments in subsidiaries (note 7)	55,010		46,049
Investments in associates, joint ventures and other investments (note 8)	4,338		4,300
Non-current loans to related parties (note 10)	12,586		11,749
Deferred tax assets (note 16)	8,282		8,390
Other assets (note 9)	46		101
Total non-current assets	80,278		70,619
Total assets	86,439		76,476
LIABILITIES AND EQUITY	December 31, 2025		December 31, 2024
Current liabilities:
Short-term debt and current portion of long-term debt (note 11)	2,058		2,173
Current loans from related parties (note 10)	8,111		8,279
Accrued expenses and other liabilities, including 475 and 556 with related parties at December 31, 2025 and 2024, respectively (notes 10 and 17)	673		735
Total current liabilities	10,842		11,187
Non-current liabilities:
Long-term debt, net of current portion (note 11)	8,434		7,608
Non-current loans from related parties (note 10)	37		877
Deferred tax liabilities (note 16)	28		—
Deferred employee benefits (note 21)	19		17
Long-term provisions and other obligations (note 18)	299		640
Total non-current liabilities	8,817		9,142
Total liabilities	19,659		20,329
Commitments and contingencies (notes 19 and 20)
Equity: (note 13)
Common shares	275		303
Treasury shares	(304)		(2,117)
Additional paid-in capital	24,638		26,540
Retained earnings	42,147		31,409
Reserves	24		12
Total equity	66,780		56,147
Total liabilities and equity	86,439		76,476

The accompanying notes are an integral part of these financial statements.

174

Financial statements

ArcelorMittal

Statements of operations and statements of other comprehensive income

(millions of U.S. dollars, except share and per share data)

	Year ended December 31,
	2025		2024
Income from industrial franchise agreement fees (note 10)	747		712
General and administrative expenses, including 679 and 523 with related parties in 2025 and 2024 (note 10)	(865)		(614)
Operating (loss)/income	(118)		98
Income from subsidiaries, joint ventures, associates and other investments (note 15)	2,213		3,442
Impairment reversal/(impairment) of investments (note 7)	7,872		(537)
Impairment of loans (note 10)	(644)		—
Financing gains/(costs) - net, including 1,098 and 762 from related parties in 2025 and 2024, respectively (notes 10 and 14)	1,769		(2,284)
Income before tax	11,092		719
Income tax benefit/(expense) (note 16)	67		(57)
Net income	11,159		662
	Year ended December 31,
	2025		2024
Consolidated earnings per common share (in U.S. dollars)
Basic	4.13		1.70
Diluted	4.11		1.69
Weighted average ordinary shares outstanding (in millions) (note 13)
Basic	763		788
Diluted	766		791
	Year ended December 31,
	2025		2024
Net income	11,159		662
Other comprehensive gains/(loss)	12		(1)
Total comprehensive income	11,171		661

The accompanying notes are an integral part of these financial statements.

175

Financial statements

ArcelorMittal

Statements of changes in equity

(millions of U.S. dollars, except share and per share data)

						Reserves
						Items that cannot be recycled to the statements of operations
	Shares1	Share capital	Treasury shares	Additional paid-in capital	Retained earnings	Legal reserve	Unrealized gains/(losses) on investments in equity instruments at FVOCI	Recognized actuarial gains/(losses)	Total equity
Balance at December 31, 2023	819	303	(849)	26,534	31,139	40	(26)	(1)	57,140
Net income	—	—	—	—	662	—	—	—	662
Other comprehensive loss	—	—	—	—	—	—	—	(1)	(1)
Total comprehensive income	—	—	—	—	662	—	—	(1)	661
Recognition of share-based payments (note 13)	2	—	32	5	—	—	—	—	37
Share buyback (note 13)	(52)	—	(1,300)	—	—	—	—	—	(1,300)
Dividend (note 13)	—	—	—	—	(393)	—	—	—	(393)
Other movements	—	—		1	1	—	—	—	2
Balance at December 31, 2024	769	303	(2,117)	26,540	31,409	40	(26)	(2)	56,147
Net income	—	—	—	—	11,159	—	—	—	11,159
Other comprehensive gains	—	—	—	—	—	—	11	1	12
Total comprehensive income	—	—	—	—	11,159	—	11	1	11,171
Cancellation of shares (note 13)	—	(28)	1,990	(1,962)	—	—	—	—	—
Recognition of share-based payments (note 13)	1	—	34	22	—	—	—	—	56
Share buyback (note 13)	(9)	—	(262)	—	—	—	—	—	(262)
Sale of treasury shares (note 13)	2	—	51	39	—	—	—	—	90
Dividend (note 13)	—	—	—	—	(421)	—	—	—	(421)
Other movements	—	—	—	(1)	—	—	—	—	(1)
Balance at December 31, 2025	763	275	(304)	24,638	42,147	40	(15)	(1)	66,780

1. Amounts are in millions of shares (treasury shares are excluded).

The accompanying notes are an integral part of these financial statements. 

176

Financial statements

ArcelorMittal

Statements of Cash Flows

(millions of U.S. dollars, except share and per share data)

	Year ended December 31,
	2025		2024
Operating activities:
Net income	11,159		662
Adjustments to reconcile net income to net cash provided by operations:
Depreciation of tangible assets (note 6)	9		9
Net (impairment reversal)/impairment of investments (note 7)	(7,872)		537
Impairment of loans (note 10)	644		—
Interest expense (note 14)	898		1,071
Interest income (note 14)	(1,446)		(1,333)
Income tax (benefit)/expense (note 16)	(67)		57
Net loss on derivative instruments (note 14)	45		104
Income from subsidiaries, joint ventures, associates and other investments (note 15)	(2,213)		(3,442)
Unrealized foreign exchange effects, other provisions and non-cash operating expenses, net	(1,735)		1,610
Changes in assets and liabilities that provided (required) cash:
Proceeds from receivables for services related to industrial franchise agreement	148		59
(Payments)/Proceeds from payables for services related to industrial franchise agreement	(64)		26
Interest paid	(617)		(569)
Interest received	1,179		1,324
Amounts received from tax integration (note 5)	307		396
Dividends received	2,213		3,442
Net cash provided by operating activities	2,588		3,953
Investing activities:
Acquisitions of investments (note 8)	—		(1,048)
Capital increase in investments (notes 7 and 8)	(1,145)		(120)
Disposal of investments (note 7)	28		—
Proceeds from loans granted to related parties	602		1,674
Loans granted to related parties	(1,275)		(1,122)
Net cash used in investing activities	(1,790)		(616)
Financing activities:
Proceeds from short-term debt and current loans from related parties (note 4)	3,302		917
Proceeds from long-term debt (note 4)	2,001		2,025
Payments of short-term debt and current loans from related parties (note 4)	(5,874)		(6,438)
Payments of long-term debt (note 4)	(333)		—
Sale of treasury shares (note 13)	90		—
Share buyback (note 13)	(262)		(1,300)
Dividends paid (note 13)	(421)		(393)
Other financing activities net	(9)		(14)
Net cash used in financing activities	(1,506)		(5,203)
Net decrease in cash and cash equivalents	(708)		(1,866)
Cash and cash equivalents (note 4):
At the beginning of the year	3,688		5,554
At the end of the year	2,980		3,688

The accompanying notes are an integral part of these financial statements.  

177

Financial statements

(millions of U.S. dollars, except share and per share data)

SUMMARY OF NOTES TO FINANCIAL STATEMENTS

Note 1:	General
Note 2:	Basis of presentation
Note 3:	Material accounting policies
Note 4:	Cash and cash equivalents and reconciliation of cash flows
Note 5:	Prepaid expenses and other current assets
Note 6:	Tangible and intangible assets
Note 7:	Investments in subsidiaries
Note 8:	Investments in associates, joint ventures and other investments
Note 9:	Other assets
Note 10:	Balances and transactions with related parties
Note 11:	Short-term and long-term debt
Note 12:	Financial instruments
Note 13:	Equity
Note 14:	Financing gains/(costs) - net
Note 15:	Income from subsidiaries, joint ventures, associates and other investments
Note 16:	Income tax
Note 17:	Accrued expenses and other liabilities
Note 18:	Long-term provisions and other obligations
Note 19:	Commitments
Note 20:	Contingencies
Note 21:	Personnel expenses and deferred employee benefits
Note 22:	Expenses related to the réviseur d’entreprises agréé

178

Financial statements

(millions of U.S. dollars, except share and per share data)

Note 1: General

ArcelorMittal Parent Company (the “Company”) was

incorporated as a “Société Anonyme” under Luxembourg law on

June 8, 2001 for an unlimited period.

The Company has its registered office in 24-26 boulevard

d’Avranches, Luxembourg City and is registered at the Register

of Trade and Commerce of Luxembourg under the number

B82.454.

The financial year of the Company starts on January 1 and ends

on December 31 each year.

The Company’s corporate goal is the manufacturing, processing

and marketing of steel products, all other metallurgical products,

mining products and any other activity directly or indirectly

related thereto. The Company realizes its corporate goal either

directly or through the creation of companies or the acquisition

and holding of interests in companies, partnerships,

associations, consortia and joint ventures.

These financial statements correspond to the separate financial

statements of the ArcelorMittal Parent Company and were

authorized for issuance on March 27, 2026 by the Company’s

Board of Directors. In conformity with the requirements of

Luxembourg laws and regulations, the Company publishes

consolidated financial statements in accordance with

International Financial Reporting Standards (“IFRS”) as issued

by the International Accounting Standards Board (“IASB”) and

as adopted by the European Union.

Note 2: Basis of presentation

Statement of compliance

The financial statements have been prepared in accordance

with IFRS as adopted by the European Union and in particular

with IAS 27 Separate Financial Statements as well as in

accordance with chapter IIbis and art 72bis of the Luxembourg

amended law of December 19, 2002.

Adoption of new IFRS standards, amendments and

interpretations applicable from January 1, 2025

On January 1, 2025, the Company adopted 'Lack of

Exchangeability (Amendments to IAS 21)' as published by the

IASB on August 15, 2023 and that contains guidance to specify

when a currency is exchangeable and how to determine the

exchange rate when a currency is not exchangeable. The

amendments also require the disclosure of additional

information when a currency is not exchangeable. The adoption

of this amendment did not have a material impact to the

Company's financial statements.

New amendments applicable from 2026 onward

On May 30, 2024, the IASB issued 'Amendments to the

Classification and Measurement of Financial Instruments

(Amendments to IFRS 9 and IFRS 7)' to address matters

identified during the post-implementation review of the

classification and measurement requirements of IFRS 9

'Financial Instruments'. The amendments relate to derecognition

of a financial liability settled through electronic transfer,

classification of financial assets and disclosures. The

amendments are effective for reporting periods beginning on or

after January 1, 2026. Earlier application of either all the

amendments at the same time or only the amendments to the

classification of financial assets is permitted.

On July 18, 2024, the IASB issued 'Annual Improvements—

Volume 11' including minor amendments of IFRS 1 'First-time

Adoption of International Financial Reporting Standards', IFRS 7

'Financial Instruments: Disclosures', IFRS 9 'Financial

Instruments', IFRS 10 'Consolidated Financial Statements' and

IAS 7 'Statement of Cash Flows'. Annual Improvements—

Volume 11 are effective for reporting periods beginning on or

after January 1, 2026. Earlier application is permitted.

On December 18, 2024, the IASB issued 'Contracts Referencing

Nature-dependent Electricity – Amendments to IFRS 9 and

IFRS 7', which amend the own-use requirements in IFRS 9 to

include the factors an entity is required to consider for contracts

to buy and take delivery of renewable electricity for which the

source of production of the electricity is nature-dependent. The

hedge accounting requirements in IFRS 9 are also amended to

permit an entity using a contract for nature-dependent

renewable electricity with specified characteristics as a hedging

instrument to designate a variable volume of forecast electricity

transactions as the hedged item if specified criteria are met and

to measure the hedged item using the same volume

assumptions as those used for the hedging instrument. The

amendments are effective for annual reporting periods

beginning on or after January 1, 2026. Early application is

permitted.

On April 9, 2024, the IASB published IFRS 18 'Presentation and

Disclosure in Financial Statements' which includes requirements

for all entities applying IFRS for the presentation and disclosure

of information in financial statements. The objective of IFRS 18

is to set out requirements for the presentation and disclosure of

information in general purpose financial statements (financial

statements) to help ensure they provide relevant information

that faithfully represents an entity’s assets, liabilities, equity,

income and expenses. Retrospective application of the standard

is mandatory for annual reporting periods starting from January

1, 2027 onwards but earlier application is permitted.

179

Financial statements

(millions of U.S. dollars, except share and per share data)

While IFRS 18 does not modify the recognition and

measurement rules for assets, liabilities, income and expenses,

it will modify the presentation of the Company's statements of

operations mainly with respect to foreign exchange gains and

losses, which are allocated to the operating, investing and

financing categories and interest income, which will be allocated

to the investing category. IFRS 18 will also modify the

statements of cash flows mainly in connection with interest and

dividend received and interest paid, which will be transferred

from operating activities to investing activities and financing

activities, respectively.

Except for the adoption of IFRS 18, ArcelorMittal does not

expect that the adoption of these amendments will have a

material impact to its financial statements. The Company does

not plan to early adopt IFRS 18 and the above-mentioned

amendments.

New IFRS standards and amendments not yet endorsed by

the European Union

On November 13, 2025, the IASB published amendments to IAS

21 'The Effects of Changes in Foreign Exchange Rates' which

clarify how companies should translate financial statements

from a non-hyperinflationary currency into a hyperinflationary

one. The aim of these narrow-scope amendments is to improve

the usefulness of the resulting information in a cost-effective

manner. Amendments to IAS 21 are effective for reporting

periods beginning on or after January 1, 2027. Earlier

application is permitted.

On August 21, 2025, the IASB published amendments to IFRS

19 'Subsidiaries without Public Accountability: Disclosures'

which provide reduced disclosure requirements for new and

amended IFRS Accounting Standards issued between February

2021 and May 2024. Amendments to IFRS 19 are effective for

reporting periods beginning on or after January 1, 2027. Earlier

application is permitted.

On May 9, 2024, the IASB published IFRS 19 'Subsidiaries

without Public Accountability: Disclosures' which specifies

reduced disclosure requirements that an eligible entity is

permitted to apply instead of the disclosure requirements in

other IFRS Accounting Standards. IFRS 19 is effective for

reporting periods beginning on or after January 1, 2027. Earlier

application is permitted.

The Company does not expect that the adoption of the above-

mentioned standard and amendments will have a material

impact to its financial statements. The Company does not plan

to early adopt the above-mentioned standard and amendments.

Basis of measurement

The financial statements have been prepared on a historical

cost basis, except for derivative financial instruments and

financial assets measured at fair value through other

comprehensive income ("FVOCI") which are measured at fair

value less cost to sell.

Functional and presentation currency

These financial statements are presented in US dollars which is

the Company’s functional currency. Unless otherwise stated, all

amounts are rounded to the nearest million, except share and

earnings per share data. 

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS

requires management to make judgments, estimates and

assumptions that affect the application of accounting policies

and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimates are revised and

in any future periods affected.

The following summary provides further information about the

Company’s critical accounting policies under which significant

judgments, estimates and assumptions are made. It should be

read in conjunction with the notes mentioned in the summary:

Deferred tax assets (note 16): The Company assesses the

recoverability of deferred tax assets based on future taxable

income projections, which are inherently uncertain and may be

subject to changes over time. Judgment is required to assess

the impact of such changes on the measurement of these

assets and the time frame for their utilization. In addition, the

Company applies judgment to recognize income tax liabilities

when they are probable and can be reasonably estimated

depending on the interpretation, which may be uncertain, of

applicable tax laws and regulations. ArcelorMittal periodically

reviews its estimates to reflect changes in facts and

circumstances.

Impairment of investments in subsidiaries (note 7): In order to

assess the recoverable amount of investments in subsidiaries,

the Company mainly determines their value in use on the basis

of the present value of cash flow projections. The estimates,

judgments and assumptions applied for the value in use

calculations relate primarily to growth rates, expected changes

to average selling prices, shipments and direct costs of the

underlying investments. Assumptions for average selling prices

and shipments are based on historical experience and

expectations of future changes in the market. When determining

180

Financial statements

(millions of U.S. dollars, except share and per share data)

value in use, management also applies judgement when

assessing whether cash flows expected to arise to achieve

sustainability and decarbonization targets are deemed to

maintain the same level of economic benefits or whether they

improve or enhance the asset's performance. Discount rates are

reviewed annually.

Note 3: Material accounting policies

The accounting policies set out below have been applied

consistently by the Company to all periods presented in these

financial statements. 

(a) Foreign currency

Transactions in foreign currencies are translated to the

functional currency of the Company at exchange rates at the

dates of the transactions.  Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

date and the related foreign currency gain or loss are reported

within financing costs-net in the statements of operations. 

Non-monetary items in a foreign currency that are measured at

historical cost are translated using the exchange rate at the date

of the transaction. Foreign currency differences arising from

translation of non-monetary assets and liabilities are recognized

in the statements of operations.

(b) Fair value

The Company classifies the bases used to measure certain

assets and liabilities at their fair value. Assets and liabilities

carried or measured at fair value have been classified into three

levels based upon a fair value hierarchy that reflects the

significance of the inputs used in making the measurements.

The levels are as follows:

Level 1:Quoted prices in active markets for identical assets or

liabilities that the entity can access at the measurement date;

Level 2:Significant inputs other than within Level 1 that are

observable for the asset or liability, either directly (i.e.: as prices)

or indirectly (i.e.: derived from prices);

Level 3:Inputs for the assets or liabilities that are not based on

observable market data and require management assumptions

or inputs from unobservable markets.

(c) Financial instruments

(i) Non-derivative financial assets

The Company initially recognizes non-derivative financial assets

on the date that they are originated, which is the date that the

Company becomes a party to the contractual provisions of the

instrument.

The Company derecognizes a financial asset when the

contractual rights to the cash flows from the asset expire, or it

transfers the right to receive the contractual cash flows from the

financial asset in a transaction in which substantially all the

control of the financial asset are transferred. Any control in

transferred financial assets that is created or retained by the

Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount

presented in the statements of financial position when, and only

when, the Company has legal right to offset the amounts and

intends either to settle on a net basis or to realize the asset and

settle the liability simultaneously.

The Company has the following non-derivative financial assets:

Loans and other financial assets

Loans and other financial assets are financial assets with fixed

or determinable payments that are not quoted in an active

market. Such assets are recognized initially at fair value plus

any directly attributable transaction costs. Subsequent to initial

recognition, loans and other financial assets are measured at

amortized cost using the effective interest method, less any

impairment losses when such loans and other financial assets

are held within a business model whose objective is to hold

financial assets in order to collect contractual cash flows that are

solely payments of principal and interest on the principal amount

outstanding. Impairment losses are recognized based on a

change in expected credit losses. Loans and other financial

assets comprise receivables from other ArcelorMittal group

entities, advances to suppliers and other receivables.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term

highly liquid investments that are readily convertible to cash with

original maturities of three months or less at the time of

purchase and are carried at cost plus accrued interest, which

approximates fair value.

(ii) Non-derivative financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments are classified as either financial

liabilities or as equity in accordance with the substance of the

contractual arrangement.

Equity instruments

Any contract that evidences a residual interest in the assets of

an entity after deducting all of its liabilities is accounted for as an

equity instrument. Equity instruments issued by the Company

are recorded at the proceeds received, net of direct issuance

costs. A contract that is settled by the Company receiving or

delivering a fixed number of its own shares for no future

181

Financial statements

(millions of U.S. dollars, except share and per share data)

consideration, or exchanging a fixed number of its own shares

for a fixed amount of cash or another financial asset, is also

recognized as an equity instrument.

Financial liabilities

Financial liabilities such as loans and borrowings and other

payables are recognized initially on the trade date, which is the

date that the Company becomes a party to the contractual terms

of the instrument.

Financial liabilities are recognized initially at fair value less any

directly attributable transaction costs.  Subsequent to initial

recognition, these financial liabilities are measured at amortized

cost using the effective interest method.

The Company derecognizes a financial liability when its

contractual obligations are settled or cancelled or expired.

Loans and borrowings are classified as current liabilities unless

the Company has an unconditional right to defer settlement of

the liability for at least twelve months after the financial position

date.

Financial guarantee contracts where the Company is required to

make specified payments to reimburse the holder for a loss it

incurs because a specified debtor fails to make payment when

due in accordance with the terms of a debt instrument are

recognized at inception at fair value and subsequently

measured at the higher of the expected credit loss allowance

and the amount initially recognized less any cumulative amount

of income recognized.

(iii) Derivative financial instruments

The Company enters into derivative financial instruments

principally to manage its exposure to fluctuations in exchange

rates and the exposure of certain of its subsidiaries to price risk

for raw materials and energy. Derivative financial instruments

are classified as current or non-current assets or liabilities based

on their maturity dates and are accounted for at trade date.

Embedded derivatives are separated from the host contract and

accounted for separately if they are not closely related to the

host contract. The Company measures all derivative financial

instruments based on fair values derived from market prices of

the instruments or from option pricing models, as appropriate.

Gains or losses arising from changes in fair value of derivatives

are recognized in the statements of operations.

( d) Investments in subsidiaries, associates, joint ventures

and other investments

Subsidiaries are those companies over which the Company

exercises control. The Company controls an entity when it is

exposed to or has rights to variable returns from its involvement

with the entity and has the ability to affect those returns through

its power over the entity. Investments in subsidiaries are

accounted for under the cost method.

Associated companies are those companies over which the

Company has the ability to exercise significant influence on the

financial and operating policy decisions and which are not

subsidiaries. Generally, significant influence is presumed to exist

when the Company holds more than 20% of the voting rights.

Joint ventures are those companies over which the Company

exercises joint control and has rights to the net assets of the

arrangement. Investments in associates in which ArcelorMittal

has the ability to exercise significant influence and joint ventures

are accounted for at cost. 

Investments in other entities, over which the Company does not

have the ability to exercise significant influence and have a

readily determinable fair value are accounted for at fair value

with any resulting gain or loss recognized in the reserves in

other comprehensive income. To the extent that these

investments do not have a readily determinable fair value, they

are accounted for under the cost method. 

The Company reviews all its investments at each reporting date

to determine whether there is an indicator that the investment

may be impaired. If evidence indicates that the investment is

impaired, ArcelorMittal calculates the amount of the impairment

of the investment as being the difference between the higher of

the fair value less costs to sell or its value in use and its carrying

value. 

(e) Impairment

Financial assets are assessed at each reporting date to

determine whether there is any evidence that it is impaired or

whenever changes in circumstances indicate that the carrying

amount may not be recoverable. A financial asset is impaired if

evidence indicates that a loss event has occurred after the initial

recognition of the asset, and that the loss event had a negative

effect on the estimated future cash flows of that asset that can

be estimated reliably.

Evidence that financial assets are impaired can include default

or delinquency by a debtor, restructuring of an amount due to

the Company on terms that the Company would not consider

otherwise, indications that a debtor or issuer will enter

bankruptcy, adverse changes in the payment status of

borrowers, economic conditions that correlate with defaults or

the disappearance of an active market for a security.

The recoverable amount of investments is the greater of value in

use and fair value less costs to sell.  In assessing value in use,

the estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to

the investment. 

182

Financial statements

(millions of U.S. dollars, except share and per share data)

An impairment loss in respect of a financial asset measured at

amortized cost is calculated as the difference between its

carrying amount and the present value of the estimated future

cash flows discounted at the asset’s original effective interest

rate.  Losses are recognized in the statements of operations and

reflected in an allowance account against receivables. Interest

on the impaired asset continues to be recognized.

When a subsequent event causes the amount of impairment

loss to decrease or if there has been a change in the estimates

used to determine the recoverable amount, the decrease in

impairment loss is reversed through the statements of

operations.

(f) Leases

As a lessee, the Company assesses if a contract is or contains

a lease at inception of the contract. A contract is or contains a

lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for

consideration.

The Company recognizes a right-of-use asset and a lease

liability at the commencement date, except for short-term leases

of twelve months or less and leases for which the underlying

asset is of low value, which are expensed in the statement of

operations on a straight-line basis over the lease term.

The lease liability is initially measured at the present value of the

lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease, or, if not

readily determinable, the incremental borrowing rate specific to

the country, term and currency of the contract. Lease payments

fixed payments, variable payments, as well as any extension.

The lease liability is subsequently measured at amortized cost

using the effective interest method and remeasured with a

corresponding adjustment to the related right-of-use asset when

there is a change in future lease payments in case of

renegotiation, changes of an index or rate.

The right-of-use asset comprises, at inception, the initial lease

liability, any initial direct costs and, when applicable, the

obligations to refurbish the asset, less any incentives granted by

the lessors. The right-of-use asset is subsequently depreciated,

on a straight-line basis, over the lease term. Right-of-use assets

are also subject to testing for impairment if there is an indicator

for impairment.

In the statement of financial position, right-of-use assets and

lease liabilities are classified, respectively, as part of property,

plant and equipment and short-term/long-term debt,

respectively.

(g) Provisions and accruals

The Company recognizes provisions for liabilities and probable

losses that have been incurred when it has a present legal or

constructive obligation as a result of past events and it is

probable that the Company will be required to settle the

obligation and a reliable estimate of the amount of the obligation

can be made. If the effect of the time value of money is material,

provisions are discounted using a current pre-tax rate that

reflects, where appropriate, the risks specific to the liability.

When discounting is used, the increase in the provision due to

the passage of time is recognized as a financing cost.

Provisions for onerous contracts are recorded in the statements

of operations when it becomes known that the unavoidable

costs of meeting the obligations under the contract exceed the

economic benefits expected to be received.

(h) Income taxes

The Company is the head of a tax integration and is fully liable

for the overall tax liability of the tax integration. Each of the

entities included in the tax integration is charged with the

amount of tax that relates to its individual taxable profit and this

tax is paid to ArcelorMittal. Tax losses at entity level are

transferred to the Company where they are offset with taxable

profits for the determination of the net taxable income of the tax

integration. Entities do not pay any tax expense to ArcelorMittal

on their individual taxable profits prior to full utilization of their

individual cumulative tax losses.

The tax currently payable is based on taxable profit for the year.

Taxable profit differs from profit as reported in the statements of

operations because it excludes items of income or expense that

are never taxable or deductible. The Company’s current income

tax expense (benefit) is calculated using tax rates that have

been enacted or substantively enacted as of the statements of

financial position date.

Deferred tax is recognized on differences between the carrying

amounts of assets and liabilities, in the financial statements and

the corresponding tax basis used in the computation of taxable

profit, and is accounted for using the statements of financial

position liability method. Deferred tax liabilities are generally

recognized for all taxable temporary differences, and deferred

tax assets are generally recognized for all deductible temporary

differences. Deferred tax assets are recognized for net

operating loss carry forwards of all entities within the tax

integration to the extent that it is probable that taxable profits will

be available against which those carry forwards can be utilized.

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply in the period in which the liability is

settled or the asset realized, based on tax rates (and tax laws)

that have been enacted or substantively enacted by the

statement of financial position date. The measurement of

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Financial statements

(millions of U.S. dollars, except share and per share data)

deferred tax liabilities and assets reflects the tax consequences

that would follow from the manner in which the Company

expects, at the reporting date, to recover or settle the carrying

amount of its assets and liabilities.

The carrying amount of deferred tax assets is reviewed at each

statement of financial position date and reduced to the extent

that it is no longer probable that sufficient taxable profits will be

available to enable all or part of the asset to be recovered.

(i) Financing costs-net

Financing costs-net include mainly  interest income and

expense, gains (losses) on disposal of investments, fair value

adjustments of the call option on mandatory convertible bonds,

gains (losses) on other derivative instruments, premiums and

fees on borrowings and foreign exchange gains and losses.

(j) Income from investments and from industrial franchise

agreement

Dividend income is recognized when the shareholders’ rights to

receive payment have been established. Interest income is

accrued as earned, by reference to the principal outstanding

and at the prevailing effective interest rate. Income from

contractually arranged corporate services is deducted from

general and administrative expenses.

In connection with an industrial franchise agreement ("IFA") with

group subsidiaries, the Company licenses its business model for

manufacturing, processing and distributing steel to group

subsidiaries. The business model includes the ArcelorMittal

business intelligence, which is a package of business solutions

and implementation support combined with the development

and maintenance of intangibles such as the ArcelorMittal brand,

ArcelorMittal global information technology solutions,

ArcelorMittal global research & development and ArcelorMittal

global purchase agreements. The industrial franchise fee is

calculated as a percentage of the steel sales of the franchisee

entities after deduction of purchases of steel products from other

franchisee entities.

(k) Earnings per common share

Basic earnings per common share is computed by dividing net

income (loss) available to equity holders as per the consolidated

financial statements by the weighted average number of

common shares outstanding during the year. Diluted earnings

per share is computed by dividing net income (loss) available to

equity holders as per the consolidated financial statements by

the weighted average number of common shares and potential

common shares from share unit plans and outstanding stock

options as well as potential common shares from the conversion

of certain convertible bonds whenever the conversion results in

a dilutive effect.

(l) Equity settled share-based payments

ArcelorMittal issues equity-settled share-based payments to

certain employees, including restricted share units ("RSUs") and

performance share units ("PSUs"). Equity-settled share-based

payments are measured at fair value (excluding the effect of non

market-based vesting conditions) at the grant date. The fair

value determined at the grant date of the equity-settled share-

based payments is expensed on a graded vesting basis over the

vesting period, based on the Company’s estimate of the shares

that will eventually vest and adjusted for the effect of non

market-based vesting conditions. Where the fair value

calculation requires modeling of the Company’s performance

against other market index, fair value is measured using the

Monte Carlo pricing model to estimate the forecasted target

performance goal for the Company and its peer companies. The

expected life used in the model has been adjusted, based on

management’s best estimate, for the effects of non-

transferability, exercise restrictions and behavioral

considerations. In addition, the expected annualized volatility

has been set by reference to the implied volatility of options

available on ArcelorMittal shares in the open market, as well as,

historical patterns of volatility. For RSUs and PSUs, the fair

value determined at the grant date of the equity-settled share-

based payments is expensed on a straight line method over the

vesting period.

(m) Deferred employee benefits

ArcelorMittal sponsors different types of pension plans for its

employees. These benefits are broken down into defined

contribution plans and defined benefit plans.

Defined contribution plans are those plans where ArcelorMittal

pays fixed or determinable contributions to external insurance or

funds for certain employees. Contributions are paid in return for

services rendered by the employees during the period.

Contributions are expensed as incurred consistent with the

recognition of wages and salaries.

Defined benefit plans are those plans that provide guaranteed

benefits to certain employees, either by way of contractual

obligations or through a collective agreement. For defined

benefit plans, the cost of providing benefits is determined using

the projected unit credit method, with actuarial valuations being

carried out each fiscal year.

The retirement benefit obligation recognized in the statements of

financial position represents the present value of the defined

benefit obligation ("DBO"). The impact arising from the

remeasurement of the DBO due to experience and changes in

actuarial assumptions is charged or credited to other

comprehensive income in the period in which it arises.

184

Financial statements

(millions of U.S. dollars, except share and per share data)

Current service cost, which is the increase of the present value

of the DBO resulting from the employee service in the current

period, is recorded as an expense as part of general and

administrative expenses in the statements of operations. The

net interest cost, which is the change during the period in the

net defined benefit liability or asset that arises from the passage

of time, is recognized as part of financing (costs) gains-net in

the statements of operations.

The expense associated with the above pension plans benefits,

as well as the carrying amount of the related liability in the

statements of financial position are based on several

assumptions and factors such as discount rates and expected

rate of compensation increase.

Note 4: Cash and cash equivalents and reconciliation of

cash flows

Cash and cash equivalents consisted of the following:

	December 31,
	2025		2024
Cash at bank	2,980		2,648
Money market funds1	—		1,040
Total	2,980		3,688

1. Money market funds are highly liquid investments with a maturity of 3 months or

less from the date of acquisition.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Company's liabilities arising from financing activities, including both cash and non-cash changes.

Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be classified in the Company's

statement of cash flows from financing activities.

	Third parties				Related parties
	Long-term debt, net of current portion		Short-term debt and current portion of long term debt		Non-current loans from related parties		Current loans from related parties
Balance as of December 31, 2024 (see notes 10 and 11)	7,608		2,173		877		8,279
Proceeds from long-term debt	2,001		—		—		—
Payments of long-term debt	(333)		—		—		—
Unrealized foreign exchange effects	169		206		—		—
Proceeds from short-term debt	—		3,302		—		—
Payments of short-term debt	—		(4,866)		—		(1,008)
Current portion of long-term debt	(1,053)		1,053		(840)		840
Other movements	42		190		—		—
Balance as of December 31, 2025 (see notes 10 and 11)	8,434		2,058		37		8,111

185

Financial statements

(millions of U.S. dollars, except share and per share data)

Note 5: Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the

following:

	December 31,
	2025		2024
Receivables from related parties - corporate services	795		665
Receivables from related parties - tax integration	66		53
Derivative financial instruments (note 12)	31		16
Other	145		141
Total	1,037		875

Receivables from related parties for corporate services are

mainly related to income from IFA fees. Receivables from

related parties on tax integration correspond to income tax

receivables from entities included in the tax integration headed

by the Company.

Balances with related parties are detailed in note 10.

The tables below summarize the movements relating to the

Company prepaid expenses and other current assets for the

years ended December 31, 2025 and 2024:

	Year ended December 31,
	2025		2024
Prepaid expenses and other current assets - opening balance	875		893
Performance obligations satisfied (IFA)	747		712
Payments received (IFA)	(561)		(653)
Payments received  from tax integration	(307)		(396)
Foreign exchange and others	283		319
Prepaid expenses and other current assets - closing balance	1,037		875

Note 6: Tangible and intangible assets

Tangible and intangible assets amounted to 15 and 1 and 29 and 1 at December 31, 2025 and 2024, respectively.

Property, plant and equipment is summarized as follows:

	Buildings and improvements	Other fixtures and fittings, tools and equipments	Right-of-use assets	Total
Cost
At December 31, 2023	37	10	61	108
Additions	—	—	18	18
At December 31, 2024	37	10	79	126
Other	—	—	(5)	(5)
At December 31, 2025	37	10	74	121
Accumulated depreciation and impairment
At December 31, 2023	(37)	(10)	(41)	(88)
Depreciation charge for the year	—	—	(9)	(9)
At December 31, 2024	(37)	(10)	(50)	(97)
Depreciation charge for the year	—	—	(9)	(9)
At December 31, 2025	(37)	(10)	(59)	(106)
Carrying amount
At December 31, 2024	—	—	29	29
At December 31, 2025	—	—	15	15

186

Financial statements

(millions of U.S. dollars, except share and per share data)

The Company's lease contracts relate mainly to the rental of the corporate office building. There are no sale and lease back

transactions and no restrictions or covenants are imposed by the Company's current effective lease contracts.

Additions to right-of-use assets in 2024 included 11 related to a three-year extension of the rental agreement of the corporate office on

July 25 and December 5, 2024.

The maturity analysis of the lease liabilities (undiscounted) as of December 31, 2025 and December 31, 2024 was as follows:

December 31, 2025
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Lease liabilities	10	8	—	—	18

December 31, 2024
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Lease liabilities	9	15	—	—	24

As of December 31, 2025 and December 31, 2024, there were no leases not yet commenced to which the Company was committed.

Note 7: Investments in subsidiaries

Investments in subsidiaries are summarized as follows:

Cost
At December 31, 2023	138,462
Other	30
At December 31, 2024	138,492
Capital increase	1,051
Disposal	(25)
Other	63
At December 31, 2025	139,581
Accumulated impairment
At December 31, 2023	(91,906)
Impairment reversal	1,749
Impairment	(2,286)
At December 31, 2024	(92,443)
Impairment reversal	9,076
Impairment	(1,204)
At December 31, 2025	(84,571)
Carrying amount
December 31, 2024	46,049
December 31, 2025	55,010

187

Financial statements

(millions of U.S. dollars, except share and per share data)

Subsidiary	Country	Ownership (%) as of December 31, 2025		Carrying amount				Capital and reserves (including result for 2025)* and based on % of ownership		Result for 2025* and based on % of ownership
				December 31,
				2025		2024
AM Global Holding	Luxembourg	100.00%		40,439		32,532		30,532		2,495
Ispat Inland S.à r.l.	Luxembourg	100.00%		3,725		3,725		3,725		—
ArcelorMittal Spain Holding,  S.L.U	Spain	100.00%		3,619		4,738		3,123		30
ArcelorMittal Investment S.à r.l.¹	Luxembourg	13.38%		2,639		2,376		2,639		79
ArcelorMittal Poland S.A.	Poland	100.00%		2,346		1,671		1,600		27
ArcelorMittal France2	France	25.00%		1,190		442		873		(35)
ArcelorMittal Germany Holding GmbH3	Germany	25.00%		557		—		350		(156)
Hera Ermac	Luxembourg	100.00%		380		380		456		43
ArcelorMittal Canada Holdings Inc.	Canada	1.18%**		55		64		54		5
ArcelorMittal Tubular Products Karvina a.s	Czech Republic	100.00%		45		29		21		(1)
ArcelorMittal Warszawa Sp. z o.o.	Poland	25.00%		8		8		29		(15)
ArcelorMittal Italy Holding S.r.l.	Italy	62.03%		4		69		30		(7)
Other subsidiaries				3		15		—		—
Total				55,010		46,049

* In accordance with unaudited annual accounts and IFRS reporting packages.

**Voting interest was 85.72% at December 31, 2025.

The main movements in 2025 are listed below:

1. ArcelorMittal Investment S.à r.l.

On December 18, 2025 the Company sold a 0.14% interest in

ArcelorMittal Investment S.à r.l. to ArcelorMittal Energy S.C.A.

for €24 million (28) and recognized a 3 gain on disposal.

2. ArcelorMittal France

On December 11, 2025 the Company completed a €425 million

(494) capital increase in ArcelorMittal France.

3. ArcelorMittal Germany Holding GmbH

On December 15, 2025 the Company completed a €475 million

(557) capital increase in ArcelorMittal Germany Holding GmbH.

Impairment

The Company assesses at the end of each reporting period

whether there is any indication that its investments in

subsidiaries may be impaired.  As the Company’s investments in

subsidiaries correspond mainly to holding companies, in making

this assessment, the Company considered indicators of

impairment of steel and mining operations held directly and

indirectly by such holding companies such as significant

declines in operational results or changes in the outlook of

future profitability, among other potential indicators.  As of

December 31, 2025, the Company determined that there was an

indication that some of its investments in subsidiaries may be

impaired or subject to an impairment reversal. 

When an indication of impairment exists, the Company

estimates the recoverable amount of the investments in

subsidiaries measured based on the value in use of underlying

steel and mining operations. The value in use was determined

by estimating cash flows for a period of five years for

subsidiaries holding businesses engaged in steel operations

and over the life of the mines for those holding businesses

engaged in mining operations. With respect to steel operations,

the key assumptions for the value in use calculations are

primarily the discount rates, growth rates, expected changes to

average selling prices, shipments and direct costs during the

period. Assumptions for average selling prices and shipments

are based on historical experience and expectations of future

changes in the market. Cash flow forecasts are derived from the

most recent financial plans approved by management.  Beyond

the specifically forecasted period of five years, the Company

extrapolates cash flows for the remaining years based on an

estimated constant growth rate of 2%. This rate does not

exceed the average long-term growth rate for the relevant

markets. Regarding mining operations, the key assumptions for

the value in use calculations are primarily the discount rates,

capital expenditure, expected changes to average selling prices,

shipments and direct costs during the period.

188

Financial statements

(millions of U.S. dollars, except share and per share data)

Management estimates discount rates using pre-tax rates that

reflect current market rates for investments of similar risk. The

rate for each investment was estimated from the weighted

average cost of capital of producers, which operate a portfolio of

assets similar to those of the Company’s assets. The weighted

average pre-tax discount rates used for the Company's steel

business range from 10.7% to 19.1% and vary by geographic

location. 

The Company considered its exposure to certain climate-related

risks which could affect its estimates of future cash flow

projections applied for the determination of the recoverable

amount of its investments. It considered whether there was a

net zero legal obligation in the jurisdictions in which it operates

and in such cases ArcelorMittal included future decarbonization

capital expenditures necessary to maintain the level of

economic benefits expected to arise from the assets in their

current condition in its assumptions for future cash flows to

determine the recoverable amount of the respective

investments. For other investment including steel operations

applying the blast furnace basic oxygen furnace "BF-BOF" with

decarbonization evolving at a different pace or not yet subject to

a net zero legal obligation, the Company increased risk

premiums included in their discount rates until they are able to

accelerate their decarbonization strategy to meet the

Company's 2050 net zero objective and a legal obligation arises

in the relevant jurisdiction. Due to economic developments,

uncertainties over the pace of transition to low-emission

technologies, political and environmental actions that will be

taken to meet the carbon reduction goals, regulatory changes

and emissions activity arising from climate-related matters, the

Company’s assumptions used in the recoverable amount

calculations are inherently uncertain and may ultimately differ

from actual amounts.

In 2025, the Company recognized a total net 7,872 impairment

reversal. Impairment losses were mainly related to the

Company's investments in ArcelorMittal Spain Holding, S.L.U.

for 1,119 and ArcelorMittal Italy Holding S.r.l. for 65. Impairment

reversals corresponding to an impairment loss recognized in

prior periods which no longer exists or has decreased was

related to the Company’s investment in AM Global Holding for

7,844, ArcelorMittal Poland S.A. for 675, ArcelorMittal

Investment S.à r.l. for 287 and ArcelorMittal France for 254.

In 2024, the Company recognized a total net impairment loss of

537. Impairment losses amounted to 2,286 and were mainly

related to the Company's investments in AM Global Holding

(1,544), ArcelorMittal Poland S.A. (361) and ArcelorMittal

Investment S.à r.l. (322). Impairment reversals corresponding to

impairment losses recognized in prior periods which no longer

exists or have decreased amounted to 1,749 and were mainly

related to the Company’s investment in ArcelorMittal Spain

Holding, S.L.U. for 1,681.

Note 8: Investments in associates, joint ventures and other investments

Investments in associates, joint ventures and other investments are summarized as follows:

	December 31,
	2025		2024
Investments accounted for at cost	4,301		4,274
Investments recorded at FVOCI	37		26
Total	4,338		4,300

Investee	Category	Country	Ownership (%) as of December 31, 2025		Carrying amount		December 31,
					2025		2024
AMNS Luxembourg Holding S.A.1	Joint venture	Luxembourg	60.00%		2,120		2,120
NEMM 2	Joint venture	China	50.00%		593		566
VAMA 3	Joint venture	China	50.00%		244		244
Vallourec4	Associate	France	27.85%*		965		965
China Oriental5	Associate	Bermuda	13.69%		379		379
Other					37		26
Total					4,338		4,300

*voting rights.

189

Financial statements

(millions of U.S. dollars, except share and per share data)

1. AMNS Luxembourg Holding S.A.

AMNS Luxembourg Holding S.A. is the parent company of

the AMNS India joint venture formed between ArcelorMittal

and Nippon Steel Corporation with 60% and 40% interest,

respectively. AMNS India is an integrated flat carbon steel

manufacturer from iron ore to ready-to-market products with

manufacturing facilities comprising iron making, steelmaking

and downstream facilities spread across India.

2. NEMM

New Energy Magnetic Material ("NEMM") corresponds to two

joint ventures with equal ownership formed by ArcelorMittal and

China Oriental to be engaged principally in the production and

sale of electrical steel for the Chinese automotive market. At

December 31, 2025, the carrying amount of 593 includes a paid

cash contribution of 326 and 287 liability (including a non-

current portion of 163) corresponding to the net present value of

future equity increases for which the Company has a present

obligation.

3. VAMA

Valin ArcelorMittal Automotive Steel Co. Ltd. (“VAMA”) is a joint

venture between the Company and Hunan Valin and produces

steel for high-end applications in the automobile industry. VAMA

supplies international automakers and first-tier suppliers as well

as Chinese car manufacturers and their supplier networks.

4. Vallourec

On August 6, 2024, ArcelorMittal completed the acquisition from

funds managed by Apollo Global Management, Inc. of

65,243,206 shares representing 28.4% (27.85% at December

31, 2025) voting rights in Vallourec, a global leader in premium

tubular solutions for energy markets and demanding industrial

applications, offering innovative, safe and competitive products

for sectors including energy, automotive and construction. The

acquisition price was €14.64 per share representing in

aggregate €960 million (1,048) cash consideration. As the share

purchase agreement included a forward component qualifying

as a financial instrument as a result of the purchase price being

fixed ahead of the closing date, ArcelorMittal recognized a 83

decrease in acquisition cost to reflect the fair value of the

forward at acquisition date. The fair value of ArcelorMittal's

investment was 1,203 at December 31, 2025 based on

Vallourec's quoted share price.

5. China Oriental  

China Oriental is a Chinese integrated iron and steel

conglomerate listed on the Hong Kong Stock Exchange

(“HKEx”).

For the year ended December 31, 2025 and 2024, the Company

assessed the recoverability of its investments and did not

identify any impairment indicator.

Note 9: Other assets

Other assets are summarized as follows:

	December 31,
	2025		2024
Derivative financial instruments (note 12)	31		50
Receivables from sale of financial and intangible assets	—		33
Other	15		18
Total	46		101

Note 10: Balances and transactions with related parties

The Company entered into transactions with related parties that

include companies and entities under common control and/or

common management, companies under control (directly or

indirectly) including their associates and joint ventures, their

shareholders and key management personnel. Related parties

include the Significant Shareholder, which is a trust of which Mr.

Lakshmi N. Mittal and Mrs. Usha Mittal are the beneficiaries and

which owned 43.88% of ArcelorMittal’s ordinary shares as of

December 31, 2025.

Transactions with related parties were as follows:

Current loans to related parties

		December 31,
Related party	Category	2025		2024
ArcelorMittal Brasil S.A.	Subsidiary	951		551
ArcelorMittal Canada Holdings Inc.	Subsidiary	318		28
ArcelorMittal Mexico Holdings B.V.	Subsidiary	284		6
AMNS Luxembourg Holding S.A.	Joint venture	179		179
ArcelorMittal Mexico S.A. de C.V.	Subsidiary	159		60
AM Green Energy Private Limited	Subsidiary	92		60
Acindar	Subsidiary	50		48
ArcelorMittal Poland S.A.	Subsidiary	30		306
Other		81		56
Total		2,144		1,294

190

Financial statements

(millions of U.S. dollars, except share and per share data)

The following table presents current loans to related parties in

original currencies:

Presented in USD by original currency at December 31, 2025
Total		BRL		CAD		EUR		MXN		PLN		USD		Other
2,144		951		318		287		168		30		282		108

Presented in USD by original currency at December 31, 2024
Total		BRL		CAD		EUR		MXN		PLN		USD		Other
1,294		551		28		9		63		306		276		61

Accrued interests associated with the loans to related parties

are also included in the above table.

Other current assets

		December 31,
Related party	Category	2025		2024
PJSC ArcelorMittal Kryvyi Rih	Subsidiary	201		159
ArcelorMittal Mexico S.A. de C.V.	Subsidiary	96		57
ArcelorMittal Poland S.A.	Subsidiary	66		6
ArcelorMittal Brasil S.A.	Subsidiary	65		79
ArcelorMittal Dofasco G.P.	Subsidiary	64		78
ArcelorMittal  Investment S.à r.l.	Subsidiary	48		29
ArcelorMittal Germany Holding GmbH	Subsidiary	47		47
ArcelorMittal Belgium	Subsidiary	46		22
ArcelorMittal Calvert LLC	Subsidiary	41		—
ArcelorMittal Treasury	Subsidiary	35		18
ArcelorMittal France	Subsidiary	25		19
ArcelorMittal Long Products Canada G.P.	Subsidiary	24		26
ArcelorMittal Spain Holding, S.L.U.	Subsidiary	21		21
ArcelorMittal Pecém S.A.	Subsidiary	15		27
ArcelorMittal Hunedoara S.A.	Subsidiary	14		18
ArcelorMittal Energy S.C.A.	Subsidiary	—		15
Other		113		121
Total		921		742

Other current assets mainly include receivables related to

industrial franchise fees and corporate income tax due by

subsidiaries forming part of the tax integration.

Non-current loans to related parties

		December 31,
Related party	Category	2025		2024
ArcelorMittal Brasil S.A.	Subsidiary	5,715		5,335
ArcelorMittal Canada Holdings Inc.	Subsidiary	2,590		2,739
ArcelorMittal Mexico S.A. de C.V.	Subsidiary	1,710		1,427
Quadra International Services B.V.	Subsidiary	1,081		956
ArcelorMittal Poland S.A.	Subsidiary	580		236
AM Green Energy Private Limited	Subsidiary	365		383
ArcelorMittal South Africa Limited	Subsidiary	330		269
ArcelorMittal Las Truchas, S.A. de C.V.	Subsidiary	109		91
TSV Chartering Limited	Subsidiary	60		51
ArcelorMittal Mexico Holdings B.V.	Subsidiary	—		245
Other		46		17
Total		12,586		11,749

The following table presents the non-current loans to related

parties in original currencies:

Presented in USD by original currency at December 31, 2025
Total		BRL		CAD		EUR		INR		MXN		PLN		USD		ZAR
12,586		5,716		2,590		1,090		365		1,809		580		106		330

Presented in USD by original currency at December 31, 2024
Total		BRL		CAD		EUR		INR		MXN		PLN		USD		ZAR
11,749		5,335		2,739		1,214		383		1,509		236		64		269

The Company assessed the recoverability of current loans

granted to related parties and recorded accordingly 644 and nil

impairment charge in 2025 and 2024, respectively, with respect

to the loan granted to ArcelorMittal Liberia Holdings Limited (as

of December 31, 2025 and 2024, the nominal amount of the

loan was 2,123 and 1,479, respectively).

191

Financial statements

(millions of U.S. dollars, except share and per share data)

Current loans from related parties

		December 31,
Related party	Category	2025		2024
ArcelorMittal Treasury1	Subsidiary	5,570		6,541
ArcelorMittal Property and Casualty Reinsurance S.A.1	Subsidiary	1,097		800
ArcelorMittal Switzerland AG	Subsidiary	840		—
ArcelorMittal Canada Holdings Inc.1	Subsidiary	604		936
Other1		—		2
Total		8,111		8,279

1. Current loans correspond to cash pooling balances.

The following table presents the current loans from related

parties in original currencies:

Presented in USD by original currency at December 31, 2025
Total		CAD		EUR		USD		Other
8,111		319		3,765		4,023		4

Presented in USD by original currency at December 31, 2024
Total		CAD		EUR		USD		Other
8,279		770		1,912		5,594		3

Accrued expenses and other liabilities

Accrued expenses and other liabilities with related parties

correspond mainly to payables to IFA service providers

(research & development, IT, purchasing and segment costs).

		December 31,
Related party	Category	2025		2024
NEMM	Joint venture	124		224
ArcelorMittal Maizières Research SAS	Subsidiary	67		25
ArcelorMittal Treasury	Subsidiary	60		128
ArcelorMittal Europe	Subsidiary	38		38
ArcelorMittal Innovación, Investigación e Inversion, S.L.U.	Subsidiary	33		25
Other		153		116
Total		475		556

Non-current loans from related parties

		December 31,
Related party	Category	2025		2024
Hera Ermac	Subsidiary	37		37
ArcelorMittal Switzerland AG	Subsidiary	—		840
Total		37		877

As of December 31, 2025 and 2024, the transaction currency of

the non-current loans from related parties was U.S. dollar.

IFA fees

		Year ended December 31,
Related party	Category	2025		2024
ArcelorMittal Belgium	Subsidiary	113		87
ArcelorMittal Germany Holding GmbH	Subsidiary	96		98
ArcelorMittal Spain Holding, S.L.U.	Subsidiary	88		79
ArcelorMittal France	Subsidiary	80		72
ArcelorMittal Dofasco G.P.	Subsidiary	69		83
ArcelorMittal Poland S.A.	Subsidiary	57		70
PJSC ArcelorMittal Kryvyi Rih	Subsidiary	42		40
ArcelorMittal Calvert LLC	Subsidiary	41		—
ArcelorMittal Mexico S.A. de C.V.	Subsidiary	38		47
Other		123		136
Total		747		712

General and administrative expenses

General and administrative expenses are net of income from

contractually arranged corporate services:

		Year ended December 31,
Related party	Category	2025		2024
ArcelorMittal Europe	Subsidiary	292		279
ArcelorMittal Maizières Research SAS	Subsidiary	164		115
ArcelorMittal Limited	Subsidiary	55		34
ArcelorMittal France	Subsidiary	54		49
ArcelorMittal Innovación, Investigación e Inversion, S.L.U.	Subsidiary	53		49
Other		61		(3)
Total		679		523

192

Financial statements

(millions of U.S. dollars, except share and per share data)

Financing gains – net

Financing gains – net included the following (income)/expenses

from related parties for the year ended December 31, 2025 and

2024:

		Year ended December 31,
Related party (income)/ expenses	Category	2025		2024
ArcelorMittal Investment S.à r.l.	Subsidiary	128		—
ArcelorMittal Treasury	Subsidiary	84		394
ArcelorMittal Switzerland AG	Subsidiary	69		79
ArcelorMittal Property and Casualty Reinsurance S.A.	Subsidiary	46		(1)
AMNS Luxembourg Holding S.A.	Joint venture	(4)		(15)
ArcelorMittal Liberia Holdings Limited	Subsidiary	(11)		(10)
ArcelorMittal South Africa Limtied	Subsidiary	(31)		(23)
AM Green Energy Private Limited	Subsidiary	(35)		(39)
ArcelorMittal Poland S.A.	Subsidiary	(49)		(49)
Quadra International Services B.V.	Subsidiary	(73)		(83)
ArcelorMittal Germany Holding GmbH	Subsidiary	(98)		(92)
ArcelorMittal Mexico S.A. de C.V.	Subsidiary	(112)		(88)
ArcelorMittal Canada Holdings Inc.	Subsidiary	(125)		(108)
ArcelorMittal Brasil S.A.	Subsidiary	(864)		(777)
Other		(23)		50
Total		(1,098)		(762)

Note 11: Short-term and long-term debt

Short-term debt, including the current portion of long-term debt,

consisted of the following:

	December 31,
	2025		2024
Commercial paper1	879		745
Current portion of long-term debt	1,169		1,419
Lease obligations (note 6)	10		9
Total	2,058		2,173

1. The weighted average interest rates on commercial paper outstanding were

2.5% and 3.2% as of December 31, 2025 and December 31, 2024, respectively.

ArcelorMittal entered into certain short-term committed bilateral

credit facilities renewable on a annual basis. As of December

31, 2025, facilities totaling approximately 0.5 billion remained

fully available.

The Company has a commercial paper program enabling

borrowings of up to €1.5 billion.

193

Financial statements

(millions of U.S. dollars, except share and per share data)

Long-term debt is comprised of the following:

							December 31,
							2025		2024
	Year of maturity		Type of Interest		Interest rate1		Carrying amount at amortized cost
5.5 billion Revolving Credit Facility	2029		Floating		—		—		—
500 Unsecured Notes	2025		Fixed		6.13%		—		184
€750 million Unsecured Notes	2025		Fixed		1.75%		—		778
750 Unsecured Notes	2026		Fixed		4.55%		401		400
€600 million Unsecured Notes	2026		Fixed		4.88%		704		621
1.2 billion Unsecured Notes	2027		Fixed		6.55%		1,197		1,196
€500 million Unsecured Notes	2028		Fixed		3.13%		584		515
500 Unsecured Notes	2029		Fixed		4.25%		497		496
€650 Unsecured Notes	2030		Fixed		3.25%		757		—
€500 million Unsecured Notes	2031		Fixed		3.50%		581		513
1.0 billion Unsecured Notes	2032		Fixed		6.80%		991		990
500 Unsecured Notes	2034		Fixed		6.00%		496		496
1.5  billion Unsecured Bonds	2039		Fixed		7.00%		673		672
1.0 billion Unsecured Notes	2041		Fixed		6.75%		429		428
500 Unsecured Notes	2054		Fixed		6.35%		491		491
EIB loan	2025		Fixed		1.16%		—		15
EIB loan	2032		Floating		3.40%		267		273
Schuldschein loans	2027		Fixed		3.0%		77		94
Schuldschein loans	2028 - 2030		Floating		3.4% - 3.6%		819		659
Samurai loan	2028 - 2030		Floating		1.5% - 1.6%		450		—
Other loans	2028 - 2035		Floating		2.5%		181		191
Total							9,595		9,012
Less current portion of long-term debt							(1,169)		(1,419)
Total long-term debt, (excluding lease obligations)							8,426		7,593
Long-term lease obligations (note 6)							8		15
Total long-term debt, net of current portion							8,434		7,608

1. Rates applicable to balances outstanding at December 31, 2025. For debt that has been redeemed in its entirety during 2025, the interest rates refer to the rates at

repayment date.

5.5 billion Revolving Credit Facility

On May 29, 2024, ArcelorMittal signed an agreement for a 5.5

billion revolving credit facility (the "Facility"). This Facility

replaced the 5.5 billion revolving credit facility dated December

19, 2018, which was amended and extended on April 27, 2021.

The agreement incorporated a single tranche of 5.5 billion

maturing on May 29, 2029, with two one-year extension options.

On April 30, 2025, ArcelorMittal exercised the option to extend

the Facility's maturity by one year to May 29, 2030. The Facility

contains restrictive covenants, which among other things, limit

encumbrances on the assets of ArcelorMittal and its

subsidiaries, the ability of ArcelorMittal’s subsidiaries to incur

debt and the ability of ArcelorMittal and its subsidiaries to

dispose of assets in certain circumstances. The margin

applicable to ArcelorMittal’s principal credit facilities (the Facility

and certain other credit facilities) and the coupons on certain of

its outstanding bonds are subject to adjustment in the event of

certain changes in its long-term credit ratings. On June 9, 2025,

Standard & Poor's upgraded ArcelorMittal's credit rating from

'BBB-' to 'BBB' on improved business and assigned a 'Stable'

outlook. On December 4, 2025, Moody’s upgraded

ArcelorMittal's credit rating from 'Baa3' to 'Baa2' on

strengthening of its business profile, including a structural

improvement in margins and a reduction in earnings volatility;

and assigned a 'Stable' outlook. The Facility may be used for

194

Financial statements

(millions of U.S. dollars, except share and per share data)

general corporate purposes and was fully available as of

December 31, 2025. The Company makes drawdowns from and

repayments on this Facility in the framework of its cash

management.

On September 30, 2010, ArcelorMittal entered into 500 revolving

multi-currency letter of credit facility (the "Letter of Credit

Facility"). The Letter of Credit Facility is used by the Company

and its subsidiaries for the issuance of letters of credit and other

instruments. The terms of the letters of credit and other

instruments contain certain restrictions as to duration. The Letter

of Credit Facility, whose amount and maturity have been revised

from time to time, amounted to 395 prior to refinancing through

a 445 Letter of Credit Facility entered into on July 31, 2024, with

maturity extended from July 31, 2024 to July 31, 2027 and with

two extension options for one year each. The Letter of Credit

Facility also includes an accordion clause which allows the

Company to invite lenders to increase their commitments up to

595 in aggregate. On March 18, 2025, the Company exercised

the option to extend the maturity by one year to July 31, 2028.

On July 28, 2025, the Company exercised the accordion clause

to increase the total amount of the Letter of Credit Facility by 55

to 500.

Bonds

On June 1, 2025, at maturity, ArcelorMittal fully repaid the

outstanding 184 of its 500 Fixed Rate Notes due 2025.

On September 30, 2025, ArcelorMittal issued €650 million (754)

of 3.25% Notes due on September 30, 2030. The Notes were

issued under ArcelorMittal's €10 billion wholesale Euro Medium

Term Notes Program and the use of proceeds of the issuance

was general corporate purposes.

On November 19, 2025, at maturity, ArcelorMittal fully repaid the

outstanding €750 (869) of its €750 million  Fixed Rate Notes due

2025.

The margin applicable to ArcelorMittal’s principal credit facilities

(5.5 billion Revolving Credit Facility and certain other credit

facilities) and the coupons on certain of its outstanding bonds

are subject to adjustment in the event of a change in its long-

term credit ratings.

The following table provides details of the outstanding bonds on

maturity, the original coupons and the current interest rates for

the bonds impacted by changes in the long-term credit rating:

Initial value	Nominal amount of outstanding value	Date of issuance		Repayment date		Interest rate 1		Issued at
750 Unsecured Notes	401	March 11, 2019		March 11, 2026		4.55%		99.72%
€600 million Unsecured Notes	€600 million	September 26, 2022		September 28, 2026		4.88%		99.65%
1.2 billion Unsecured Bonds	1.2 billion	November 29, 2022		November 29, 2027		6.55%		99.91%
€500 million Unsecured Notes	€500 million	December 13, 2024		December 13, 2028		3.13%		99.52%
500 Unsecured Notes	500	July 16, 2019		July 16, 2029		4.25%		99.00%
€650 million Unsecured Notes	€650 million	September 30, 2025		September 30, 2030		3.25%		99.42%
€500 million Unsecured Notes	€500 million	December 13, 2024		December 13, 2031		3.50%		99.21%
1.0 billion Unsecured Bonds	1.0 billion	November 29, 2022		November 29, 2032		6.80%		99.37%
500 Unsecured Notes	500	June 17, 2024		June 17, 2034		6.00%		99.86%
1.0 billion Unsecured Bonds	457	October 8, 2009		October 15, 2039		7.00%		95.20%
500 Unsecured Bonds	229	August 5, 2010		October 15, 2039		7.00%		104.84%
1.0 billion Unsecured Notes	434	March 7, 2011		March 1, 2041		6.75%		99.18%
500 Unsecured Notes	500	June 17, 2024		June 17, 2054		6.35%		99.32%

1. Rates applicable at December 31, 2025.

European Investment Bank (“EIB”) Loan

On December 19, 2025, ArcelorMittal signed a €400 million loan

agreement with the European Investment Bank ("EIB") for

funding of research, development and innovation projects in

Europe over the period of 2025-2028. As of December 31, 2025,

the facility was fully available. On January 30, 2026, the full

amount was drawn down.

On June 2, 2021, ArcelorMittal signed a €280 million loan

agreement with the European Investment Bank ("EIB") for

funding of research, development and innovation projects in

Europe over the period 2021-2023. This operation benefits from

a guarantee from the European Union under the European Fund

for Strategic Investments. On March 16, 2022 ArcelorMittal draw

down the facility in full. As of December 31, 2025, €228 million

(267) was outstanding.

195

Financial statements

(millions of U.S. dollars, except share and per share data)

On December 16, 2016, ArcelorMittal signed a €350 million

finance contract with the EIB in order to finance European

research, development and innovation projects over the period

2017-2020 within the European Union, mainly in France,

Belgium, Spain, Poland and Luxembourg. This funding benefits

from a guarantee from the European Union under the European

Fund for Strategic Investments. As of December 31, 2025, the

debt was reimbursed in full.

On November 21, 2025, ArcelorMittal completed the offering of

JPY 37.5 billion and JPY 33 billion variable rate loans on the

Japanese Samurai loan market. The proceeds of these loans

were used for general corporate purposes. As of December 31,

2025, a total of JPY 70.5 billion (450) was outstanding.

On June 24, 2025, ArcelorMittal completed the offering of a

€310 million, a  €80 million and a  €310 million variable rate

loans in the German Schuldschein market. The proceeds of

these loans were used for general corporate purposes. As of

December 31, 2025,  €700 million (819) was outstanding.

On May 4, 2022, ArcelorMittal completed the offering of a

€346.5 million variable rate loan, a €24.5 million fixed rate loan,

a €263 million variable rate loan and a €66 million fixed rate loan

in the German Schuldschein market. On May 6, 2022, the

Company further completed the offering of a €25 million variable

rate loan. The proceeds of these issuances were used for

general corporate purposes. On May 13, 2025, at maturity,

ArcelorMittal fully repaid €371 million (419). On November 13,

2025, ArcelorMittal prepaid €263 million (304) and €25 million

(29) variable rate loans.As of December 31, 2025, €66 million

(77) was outstanding.

On December 21, 2018, the Company entered into a facility

agreement with a group of lenders for €235 million to finance the

construction of a new hot strip mill in Mexico. This facility

became effective upon issuance of a guarantee by the

Oesterreichische Kontrollbank AG in March 2019. The last

installment under this agreement is due December 28, 2029.

The outstanding amount in total as of December 31, 2025 was

€78 million (92).

Other loans relate to various debt with banks and public

institutions.

Maturity profile

As of December 31, 2025 the scheduled maturities of short-term

debt and long-term debt including its current portion are as

follows:

Year of maturity	Amount
2026	2,058
2027	1,346
2028	1,221
2029	655
2030	1,438
Subsequent	3,774
Total	10,492

196

Financial statements

(millions of U.S. dollars, except share and per share data)

The Company monitors its net debt in order to manage its capital. The following tables present the structure of the Company’s net debt

by original currency translated into USD at December 31, 2025 and December 31, 2024:

			Presented in USD by original currency as at December 31, 2025
	Total		EUR		USD		CAD		JPY
Short-term debt including the current portion of long-term debt	2,058		1,572		486		—		—
Long-term debt	8,434		3,120		4,864		—		450
Cash and cash equivalents	(2,980)		(2,211)		(769)		—		—
Net debt	7,512		2,481		4,581		—		450
			Presented in USD by original currency as at December 31, 2024
	Total		EUR		USD		CAD		JPY
Short-term debt and current portion of long-term debt	2,173		1,979		194		—		—
Long-term debt	7,608		2,348		5,260		—		—
Cash and cash equivalents	(3,688)		(3,663)		(24)		(1)		—
Net debt	6,093		664		5,430		(1)		—

The following tables summarize the Company’s bases used to measure its debt at fair value. Fair value measurement has been

classified into three levels based upon a fair value hierarchy that reflects the significance of the inputs used in making the

measurements.

	As of December 31, 2025
	Carrying amount		Fair Value
			Level 1		Level 2		Level 3		Total
Instruments payable bearing interest at fixed rates	7,896		8,249		97		—		8,346
Instruments payable bearing interest at variable rates	1,717		—		1,714		—		1,714
Total long-term debt, including current portion	9,613		8,249		1,811		—		10,060
Commercial paper	879		—		893		—		893
	As of December 31, 2024
	Carrying amount		Fair Value
			Level 1		Level 2		Level 3		Total
Instruments payable bearing interest at fixed rates	7,914		8,008		133		—		8,141
Instruments payable bearing interest at variable rates	1,122		—		1,130		—		1,130
Total long-term debt, including current portion	9,036		8,008		1,263		—		9,271
Short term bank loans and other credit facilities including commercial paper	745		—		758		—		758

Instruments payable classified as Level 1 refer to the

Company’s listed bonds quoted in active markets. The total fair

value is the official closing price as defined by the exchange on

which the instrument is most actively traded on the last trading

day of the period, multiplied by the number of units held without

consideration of transaction costs.

Instruments payable classified as Level 2 refer to all debt

instruments not classified as Level 1. The fair value of the debt

is based on estimated future cash flows converted into U.S.

dollar at the forward rate and discounted using current U.S.

dollar zero coupon rates and ArcelorMittal’s credit spread

quotations for the relevant maturities.

There were no instruments payable classified as Level 3.

197

Financial statements

(millions of U.S. dollars, except share and per share data)

Note 12: Financial instruments

Financial assets and liabilities mainly comprise:

• gross debt (see note 11)

• cash and cash equivalents (see note 4)

• derivative financial instruments (see below)

• other non-derivative financial assets and liabilities:

Other non-derivative financial assets and liabilities include loans

from and to related parties (see note 10), certain prepaid

expenses and other current and non-current assets (see notes 5

and 9), certain accrued expenses and other liabilities (see note

17) and certain long-term provisions and other obligations (see

note 18).

The Company enters into derivative financial instruments to

manage its exposure to fluctuations in exchange rates, the

exposure of certain of its subsidiaries to price risk for raw

materials and energy and its obligations out of mandatorily

convertible bonds. The Company manages the counter-party

risk associated with its instruments by centralizing its

commitments and by applying procedures which specify, for

each type of transaction and underlying position, risk limits and/

or the characteristics of the counter-party. The Company does

not generally grant to or require guarantees from its

counterparties for the risks incurred. Allowing for exceptions, the

Company’s counterparties are part of its financial partners and

the related market transactions are governed by framework

agreements (mainly International Swaps and Derivatives

Association agreements which allow netting only in case of

counterparty default). Accordingly, derivative assets and

derivative liabilities are not offset.

Fair values versus carrying amounts

The estimated fair values of certain financial instruments have

been determined using available market information or other

valuation methodologies that require judgment in interpreting

market data and developing estimates.

198

Financial statements

(millions of U.S. dollars, except share and per share data)

The following table summarize assets and liabilities based on their categories at December 31, 2025:

	Carrying amount in statement of financial position		Non-financial assets and liabilities		Assets/ Liabilities at amortized cost		Fair value recognized in OCI		Derivatives
ASSETS
Current assets:
Cash and cash equivalent	2,980		—		2,980		—		—
Current loans to related parties	2,144		—		2,144		—		—
Prepaid expenses and other current assets	1,037		30		976		—		31
Total current assets	6,161		30		6,100		—		31
Non-current assets:
Tangible and intangible assets	16		16		—		—		—
Investments in subsidiaries	55,010		55,010		—		—		—
Investments in associates, joint ventures and other investments	4,338		4,301		—		37		—
Non-current loans to related parties	12,586		—		12,586		—		—
Deferred tax assets	8,282		8,282		—		—		—
Other assets	46		—		15		—		31
Total non-current assets	80,278		67,609		12,601		37		31
Total assets	86,439		67,639		18,701		37		62
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	2,058		—		2,058		—		—
Current loans from related parties	8,111		—		8,111		—		—
Accrued expenses and other liabilities	673		25		557		—		91
Total current liabilities	10,842		25		10,726		—		91
Non-current liabilities:
Long-term debt, net of current portion	8,434		—		8,434		—		—
Non-current loans from related parties	37		—		37		—		—
Deferred tax liabilities	28		28		—		—		—
Deferred employee benefits	19		19		—		—		—
Long-term provisions and other obligations	299		—		191		—		108
Total non-current liabilities	8,817		47		8,662		—		108
Total equity	66,780		66,780		—		—		—
Total liabilities and equity	86,439		66,852		19,388		—		199

199

Financial statements

(millions of U.S. dollars, except share and per share data)

The following table summarizes assets and liabilities based on their categories at December 31, 2024:

	Carrying amount in statement of financial position		Non-financial assets and liabilities		Assets/ Liabilities at amortized cost		Fair value recognized in OCI		Derivatives
ASSETS
Current assets:
Cash and cash equivalent	3,688		—		3,688		—		—
Current loans to related parties	1,294		—		1,294		—		—
Prepaid expenses and other current assets	875		29		830		—		16
Total current assets	5,857		29		5,812		—		16
Non-current assets:
Tangible and intangible assets	30		30		—		—		—
Investments in subsidiaries	46,049		46,049		—		—		—
Investments in associates, joint ventures and other investments	4,300		4,274		—		26		—
Non-current loans to related parties	11,749		—		11,749		—		—
Deferred tax	8,390		8,390		—		—		—
Other assets	101		—		51		—		50
Total non-current assets	70,619		58,743		11,800		26		50
Total assets	76,476		58,772		17,612		26		66
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	2,173		—		2,173		—		—
Current loans from related parties	8,279		—		8,279		—		—
Accrued expenses and other liabilities	735		26		553		—		156
Total current liabilities	11,187		26		11,005		—		156
Non-current liabilities:
Long-term debt, net of current portion	7,608		—		7,608		—		—
Non-current loans from related parties	877		—		877		—		—
Deferred employee benefits	17		17		—		—		—
Long-term provisions and other obligations	640		92		261		—		287
Total non-current liabilities	9,142		109		8,746		—		287
Total equity	56,147		56,147		—		—		—
Total liabilities and equity	76,476		56,282		19,751		—		443

200

Financial statements

(millions of U.S. dollars, except share and per share data)

The Company classifies the bases used to measure certain

assets and liabilities at their fair value. Assets and liabilities

carried or measured at fair value have been classified into three

levels based upon a fair value hierarchy that reflects the

significance of the inputs used in making the measurements.

The levels are as follows:

Level 1:Quoted prices in active markets for identical assets or

liabilities that the entity can access at the measurement date;

Level 2:Significant inputs other than within Level 1 that are

observable for the asset or liability, either directly (i.e.: as prices)

or indirectly (i.e.: derived from prices);

Level 3: Inputs for the assets or liabilities that are not based on

observable market data and require management assumptions

or inputs from unobservable markets.

The following tables summarize the bases used to measure

certain assets and liabilities at their fair value on recurring basis:

As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Investments in equity instruments at FVOCI	37		—		—		37
Derivative current assets	—		31		—		31
Derivative non-current assets	—		31		—		31
Total assets at fair value	37		62		—		99
Liabilities at fair value:
Derivative current liabilities	—		91		—		91
Derivative non-current liabilities	—		108		—		108
Total liabilities at fair value	—		199		—		199

As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets at fair value:
Investments in equity instruments at FVOCI	26		—		—		26
Derivative current assets	—		16		—		16
Derivative non-current assets	—		50		—		50
Total assets at fair value	26		66		—		92
Liabilities at fair value:
Derivative current liabilities	—		156		—		156
Derivative non-current liabilities	—		287		—		287
Total liabilities at fair value	—		443		—		443

Investments in equity instruments at FVOCI classified as Level 1

refer to listed securities quoted in active markets. A quoted

market price in an active market provides the most reliable

evidence of fair value and is used without adjustment to

measure fair value whenever available, with limited exceptions.

The total fair value is either the price of the most recent trade at

the time of the market close or the official close price as defined

by the exchange on which the asset is most actively traded on

the last trading day of the period, multiplied by the number of

units held without consideration of transaction costs.

Derivative financial assets and liabilities classified as Level 2

refer to instruments to hedge fluctuations in foreign exchange

rates and energy. The total fair value is based on the price a

dealer would pay or receive for the security or similar securities,

adjusted for any terms specific to that asset or liability. Market

inputs are obtained from well-established and recognized

vendors of market data and the fair value is calculated using

standard industry models based on significant observable

market inputs such as foreign exchange rates, energy prices,

swap rates and interest rates.

201

Financial statements

(millions of U.S. dollars, except share and per share data)

Portfolio of Derivatives

The portfolio associated with derivative financial instruments with ArcelorMittal Treasury as of December 31, 2025 is as follows:

	Assets				Liabilities
	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign exchange rate instruments
Forward purchase of contracts	17		1		117		(6)
Forward sale of contracts	232		5		—		(9)
Currency swaps purchases	868		1		350		(78)
Currency swaps sales	87		—		231		—
Foreign exchange option purchases	3,592		47		556		(1)
Foreign exchange option sales	56		—		2,860		(50)
Total foreign exchange rate instruments			54				(144)
Energy instruments
Term contracts purchases	29		2		4		(47)
Options sales/purchases	512		6		193		(8)
Total raw materials and energy			8				(55)
Total			62				(199)

The portfolio associated with derivative financial instruments as of December 31, 2024 is as follows:

	Assets				Liabilities
	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign exchange rate instruments
Forward purchase of contracts	409		4		200		(37)
Forward sale of contracts	409		—		—		(75)
Currency swaps sales	150		1		350		(22)
Foreign exchange option purchases	3,524		60		—		—
Foreign exchange option sales	—		—		3,035		(277)
Total foreign exchange rate instruments			65				(411)
Raw materials (base metals) and energy instruments
Term contracts sales	—		—		—		—
Term contracts purchases	9		1		8		(32)
Total energy instruments			1				(32)
Total			66				(443)

Risk management policy

The Company is exposed to a variety of financial risks arising

from ordinary business exposure including interest rate risk,

foreign exchange risk, liquidity risk and risks in fluctuations in

prices of raw materials and energy on behalf of certain of its

subsidiaries. The Company actively monitors and seeks to

reduce volatility of these exposures through a diversity of

financial instruments, where considered appropriate. The

Company has formalized how it manages these risks within the

Treasury and Financial Risk Management Policy, which has

been approved by Management.

Capital management 

The Company's objective when managing capital is to

safeguard continuity, maintain a strong credit rating and healthy

capital ratios to support its business and provide adequate

return to shareholders through continuing growth.

202

Financial statements

(millions of U.S. dollars, except share and per share data)

The Company sets the amount of capital required on the basis

of annual business and long-term operating plans which include

capital and other strategic investments. The funding requirement

is met through a combination of equity, bonds and other long-

term and short-term borrowings.

The Company monitors capital using a gearing ratio, being the

ratio of net debt as a percentage of total equity.

	December 31,
	2025		2024
Total equity	66,780		56,147
Net debt	7,512		6,093
Gearing	11.25%		10.85%

Market risks

Market risks result from the exposure to possible market price

movements and their impact on future financial performance.

They include interest rate risk and foreign exchange risk. They

also include price risk for raw materials and energy through 

purchase and sales contracts entered into by certain

subsidiaries.

Interest rate risk

The Company is exposed to interest rate risk on short-term and

long-term floating rate instruments and on refinancing of fixed

rate debt. The Company's policy is to maintain a balance of

fixed and floating interest rate borrowings, which is adjusted

depending on the prevailing market interest rates and outlook.

As at December 31, 2025, the long-term debt was comprised of

82% fixed rate debt and 18% variable rate debt (see note 11).

The Company may utilize certain instruments to manage

interest rate risks. Interest rate instruments allow the Company

to borrow long-term at fixed or variable rates, and to swap the

rate of this debt either at inception or during the lifetime of the

borrowing. The Company and its counterparties exchange, at

predefined intervals, the difference between the agreed fixed

rate and the variable rate, calculated on the basis of the notional

amount of the swap. Similarly, swaps may be used for the

exchange of variable rates against other variable rates.

Foreign exchange rate risk

The Company is exposed to changes in values arising from

foreign exchange rate fluctuations generated by its operating

activities and those of certain subsidiaries. Because a

substantial portion of ArcelorMittal’s assets, liabilities, income

and expenses are denominated in currencies other than the

U.S. dollar (its reporting currency), ArcelorMittal has an

exposure to fluctuations in the values of these currencies

relative to the U.S. dollar. These currency fluctuations,

especially the fluctuation of the value of the U.S. dollar relative

to the euro, Brazilian real, Mexican peso, Canadian dollar,

Polish Zloty and South African rand could have a material

impact on its financial position and results of operations.

ArcelorMittal also faces foreign currency translation risk, which

arises when ArcelorMittal translates its net debt (see note 11)

and other items denominated in currencies other than the U.S.

dollar. Following its Treasury and Financial Risk Management

Policy, the Company hedges a portion of its net exposure to

foreign exchange rates through forwards, options and swaps.

The Company may also use derivative instruments at the

corporate level to hedge debt recorded in foreign currency other

than the functional currency or the balance sheet risk associated

with certain monetary assets denominated in a foreign currency

other than the functional currency.

Liquidity Risk

Liquidity risk is the risk that the Company may encounter

difficulties in meeting its obligations associated with financial

liabilities that are settled by delivering cash. ArcelorMittal

Treasury S.N.C is responsible for the Company's funding and

liquidity management. ArcelorMittal’s principal sources of

liquidity are cash generated from its operations and its credit

lines. The Company actively manages its liquidity. Following the

Company's Treasury and Financial Risk Management Policy, the

levels of cash, credit lines and debt are closely monitored and

appropriate actions are taken in order to comply with the

covenant ratios, leverage, fixed/floating ratios, maturity profile

and currency mix.

203

Financial statements

(millions of U.S. dollars, except share and per share data)

The contractual maturities of the below financial liabilities include

estimated loan repayments, interest payments and settlement of

derivatives, excluding any impact of netting agreements. The

cash flows are calculated based on market data as of December

31, 2025, and as such are sensitive to movements in mainly

foreign exchange rates and interest rates. The cash flows are

non-discounted, except for derivative financial liabilities where

the cash flows equal their fair values.

	December 31, 2025
	Carrying amount		Contractual Cash Flow		2026		2027		from 2028 to 2030		After 2030
Non-derivative financial liabilities
Bonds	(7,890)		(11,264)		(1,522)		(1,571)		(2,704)		(5,467)
Loans over 100	(1,560)		(1,711)		(202)		(80)		(1365)		(64)
Other loans	(1,041)		(1,071)		(810)		(115)		(146)		—
Loans from related parties	(877)		(1,010)		(63)		(63)		(884)		—
Cash pooling	(7,271)		(7,271)		(7,271)		—		—		—
Total	(18,639)		(22,327)		(9,868)		(1,829)		(5,099)		(5,531)
Derivative financial liabilities
Foreign exchange contracts	(144)		(144)		(43)		(44)		—		(57)
Energy instruments	(55)		(55)		(48)		(6)		(1)		—
Total	(199)		(199)		(91)		(50)		(1)		(57)
	December 31, 2024
	Carrying amount		Contractual Cash Flow		2025		2026		from 2027 to 2029		After 2029
Non-derivative financial liabilities
Bonds	(7,871)		(11,510)		(1,374)		(1,406)		(3,068)		(5,662)
Loans over 100	(905)		(994)		(428)		(59)		(410)		(97)
Other loans	(1,005)		(1,028)		(827)		(35)		(166)		—
Loans from related parties	(1,677)		(1,764)		(878)		(886)		—		—
Cash pooling	(7,479)		(7,479)		(7,479)		—		—		—
Total	(18,937)		(22,775)		(10,986)		(2,386)		(3,644)		(5,759)
Derivative financial liabilities
Foreign exchange contracts	(411)		(411)		(139)		(119)		(131)		(22)
Energy and raw materials instruments	(32)		(32)		(17)		(15)		—		—
Total	(443)		(443)		(156)		(134)		(131)		(22)

Energy and raw materials price risks

The Company hedges the exposure to fluctuations in natural

gas and raw materials prices in certain of its subsidiaries and

uses financial instruments such as forward purchases or sales,

options and swaps in order to manage such volatility. The fair

value of such instruments categorized as Level 2 was (47) and

(31) at December 31, 2025 and 2024, respectively.

Sensitivity analysis

Foreign currency sensitivity

The following tables detail the Company’s derivative financial

instruments’ sensitivity as it relates to derivative financial

instruments to a 10% strengthening and a 10% weakening in

the U.S. dollar against the euro. A positive number indicates an

increase in profit or loss and other equity, where a negative

number indicates a decrease in profit or loss and other equity.

The sensitivity analysis includes the Company’s complete

portfolio of foreign currency derivatives outstanding. The impact

on the non €/$ derivatives reflects the estimated move of such

currency pairs, when the U.S. dollar appreciates or depreciates

10% against the euro, based on computations of correlations in

the foreign exchange markets in 2025.

204

Financial statements

(millions of U.S. dollars, except share and per share data)

			December 31, 2025
	Income		Other equity
10% strengthening in U.S. dollar	129		—
10% weakening in U.S. dollar	(2)		—

Cash flow sensitivity analysis for variable rate instruments

The following table details the Company’s variable interest rate

instruments. A change of 100 basis points (“bp”) in interest rates

during the period would have increased (decreased) profit or

loss by the amounts presented below. This analysis assumes

that all other variables, in particular foreign currency rates,

remain constant.

	December 31, 2025
	Floating portion of net debt 1		Interest rate swaps/ Forward rate agreements
100 bp increase	5		—
100 bp decrease	(5)		—

1. Please refer to note 11 for a description of total net debt (including fixed and

floating portion)

Energy and raw materials price risks sensitivities

The following tables detail the Company’s sensitivity to a 10%

increase and decrease in the relevant price of energy and raw

materials. This sensitivity analysis is representative of derivative

instruments which have not yet matured.

	December 31, 2025
	Income		Cash flow hedge reserves
+10% in prices
Base Metals	—		—
Iron Ore	—		—
Energy	10		—
-10% in prices
Base Metals	—		—
Iron Ore	—		—
Energy	(2)		—

Note 13: Equity

The Company’s shares consist of the following:

	December 31, 2023		Movement in year		December 31, 2024		Movement in year		December 31, 2025
Issued shares	852,809,772		—		852,809,772		(77,809,772)		775,000,000
Treasury shares	(33,538,016)		(50,725,134)		(84,263,150)		72,388,969		(11,874,181)
Total outstanding shares	819,271,756		(50,725,134)		768,546,622		(5,420,803)		763,125,819

Share capital

Following the cancellation of 77,809,772 treasury shares on

November 20, 2025, share capital decreased from 303

represented by 852,809,772 ordinary shares without nominal

value at December 31, 2024 and 2023 to 275 represented by

775,000,000 issued ordinary shares without nominal value at

December 31, 2025.

Authorized shares

Authorized share capital as of December 31, 2024 and 2023, of

395 represented by 1,111,418,599 ordinary shares without

nominal value decreased to 367 represented by 1,033,608,827

ordinary shares without nominal value as of December 31, 2025

following the above-mentioned cancellation of treasury shares

on November 20, 2025.

Share buyback

On March 31, 2023, ArcelorMittal completed a share buyback

program announced on July 29, 2022 for 60.4 million shares

(approximately 1.4 billion based on share price as of July 26,

2022) to be completed by the end of May 2023 (subject to

market conditions) under the authorization given by the annual

general meeting of shareholders of May 4, 2022. The Significant

Shareholder decided not to participate in the program consistent

with the position announced on February 25, 2022. The total

repurchase value was €1,456 million (1,492) at an average price

per share of €24.10 ($24.68).

On April 1, 2025, ArcelorMittal completed the 85 million shares

buyback program it announced on May 5, 2023 under the

authorization given by the annual general meeting of

shareholders of May 2, 2023 and continued under the April 30,

2024 annual general meeting of shareholders authorization. The

205

Financial statements

(millions of U.S. dollars, except share and per share data)

total value of the repurchased shares was €1,990 million

(2,156) at an average price per share of €23.42 ($25.37).

On April 7, 2025, ArcelorMittal announced the commencement

of a new share buyback program with share repurchases to be

conducted in tranches that may be announced through May

2030. Repurchases under the first tranche of the program,

which is for up to 10 million shares, commenced immediately,

under the authorization given by the annual general meeting of

shareholders of April 30, 2024, and subsequently under the

authorization of the annual general meeting of shareholders

held on May 6, 2025. The actual amount of shares to be

repurchased in various tranches pursuant to the program will

depend on the level of post-dividend free cash flow generated

over the period (the Company’s defined policy is to return a

minimum of 50% of post-dividend annual free cash flow), the

continued authorization by shareholders and market conditions.

The shares acquired under the program are intended primarily

to reduce ArcelorMittal’s share capital, to meet ArcelorMittal’s

obligations arising from employee share programs and/or to

meet such other purposes as announced at the time of each

tranche. At December 31, 2025, ArcelorMittal had repurchased

2 million shares for a total value of €51 million (58) at an

average price per share of €25.74 ($29.25).

Treasury shares

On December 24, 2025, the Company sold two million treasury

shares to ArcelorMittal Property & Casualty Reinsurance S.A.

and ArcelorMittal Life & Health Re for 90 total consideration and

recognized 39 gain on disposal in additional paid-in capital.

ArcelorMittal held, indirectly and directly, 11.9 million and 84.3

million treasury shares as of December 31, 2025 and 

December 31, 2024, respectively.

Legal reserve

In accordance with Luxembourg Company Law, the Company is

required to transfer a minimum of 5% of its net profit for each

financial year to a legal reserve. This requirement ceases to be

necessary once the balance of the legal reserve reaches 10% of

the subscribed capital.

Earnings per common share

Basic earnings per common share is computed by dividing net

income attributable to equity holders of the parent in accordance

with the Company's consolidated financial statements by the

weighted average number of common shares outstanding

during the year. Diluted earnings per share is computed by

dividing net income attributable to equity holders of the parent in

accordance with the Company's consolidated financial

statements by the weighted average number of common shares

plus potential common shares from share unit plans whenever

the conversion results in a dilutive effect.

The following table provides the numerators and a reconciliation of the denominators used in calculating basic and diluted earnings per

common share for the years ended December 31, 2025 and 2024:

	Year ended December 31,
	2025		2024
Consolidated net income attributable to equity holders of the parent	3,152		1,339
Weighted average common shares outstanding (in millions) for the purpose of basic earnings per share	763		788
Incremental shares from assumed conversion of restricted share units and performance share units (in millions)	3		3
Weighted average common shares outstanding (in millions) for the purpose of diluted earnings per share	766		791

206

Financial statements

(millions of U.S. dollars, except share and per share data)

Dividends

Dividends are declared in U.S. dollar and are payable in either U.S. dollar or in euros.

Description	Approved by		Dividend per share (in $)		Payout date		Total (in millions of $)
Dividend for financial year 2023	Annual general shareholders’ meeting on April 30, 2024		0.50		June 12, 2024 and December 4, 2024		393
Dividend for financial year 2024	Annual general shareholders’ meeting on May 6, 2025		0.55		June 11, 2025 and December 3, 2025		421

On May 6, 2025 at the annual general meeting of shareholders, the shareholders approved the Company’s dividend of $0.55 per share.

The dividend amounted to 421 and payment includes two installments; the first installment of 210 was paid on June 11, 2025 and the

second one of 211 was settled on December 3, 2025.

In February 2026, the Board of Directors recommended the base annual dividend to increase to $0.60 per share and to be paid in four

equal quarterly installments in March, June, September and December 2026, subject to the approval of shareholders at the annual

general meeting of shareholders in May 2026. The first quarter dividend to be paid in March 2026 shall be an interim dividend.

Note 14: Financing gains/(costs) - net

Financing gains/(costs) - net were as follows:

	Year ended December 31,
	2025		2024
Interest expense	(898)		(1,071)
Interest income	1,446		1,333
Net loss on derivative instruments	(45)		(104)
Accretion of other long term liabilities	(20)		—
Net foreign exchange gain/(loss)	1,299		(2,332)
Other1	(13)		(110)
Total	1,769		(2,284)

1. In 2024, Other included mainly 86 financial expense in connection with the

guarantee given by the Company under the cash pooling bilateral agreement.to

ArcelorMittal Treasury S.N.C. with respect to the receivable from ArcelorMittal

Point Lisas Limited.

Transactions with related parties are detailed in note 10.

Note 15: Income from subsidiaries, joint ventures,

associates and other investments

Income from subsidiaries, joint ventures, associates and other

investments included mainly dividends from NS Kote Inc. 975,

ArcelorMittal Canada Holdings Inc. for CAD1,013 million (730)

and 173, Vallourec for  €98 million (111), VAMA for CNY755

million (105) and ArcelorMittal Investment S.à r.l. for €86 million

(100).

Income from subsidiaries, joint ventures, associates and other

investments in 2024 included mainly dividends from AM Global

Holding S.à r.l. for €1,667 million (1,751), ArcelorMittal Canada

Holdings Inc. for CAD733 million (541) and 755, ArcelorMittal

Investment S.à r.l. for €243 million (264) and VAMA for CNY840

million (115).

Note 16: Income tax

The Company has adopted International Tax Reform – Pillar

Two Model Rules (Amendments to IAS 12 upon their release on

May 23, 2023). The Amendments provide a temporary

mandatory exception from deferred tax accounting for the top-up

tax, which is effective immediately, and require new disclosures

about the Pillar Two exposure from December 31, 2023. The

Company has applied a temporary mandatory relief from

deferred tax accounting for the impacts of the top-up tax and

accounts for it as a current tax when incurred.

Pillar Two legislation has been enacted or substantively enacted

in the jurisdiction of ArcelorMittal S.A. and in certain other

jurisdictions where the Company operates. The legislation is

effective for the Company’s financial year beginning January 1,

2024. Based on the applicable criteria, the Company is subject

to Pillar Two minimum tax.

Income tax

The components of the income tax (benefit)/expense for each of

the years ended December 31, 2025 and 2024 are summarized

below: 

	Year ended December 31,
	2025		2024
Total current tax benefit 1	(203)		(272)
Total deferred tax expense	136		329
Total income tax (benefit)/expense	(67)		57

1. For the year ended December 31, 2025, current tax benefit included nil top-up

tax expense in relation to Pillar Two taxation.

207

Financial statements

(millions of U.S. dollars, except share and per share data)

The following table reconciles the income tax expense/(benefit)

to the statutory tax expense as calculated:

	Year ended December 31,
	2025		2024
Net income	11,159		662
Income tax (benefit)/expense	(67)		57
Income before tax	11,092		719
Tax expense at the statutory rate*	2,648		179
Permanent items	(2,846)		(781)
Taxable results transferred from subsidiaries included in the tax integration	173		13
Rate changes	—		374
Net change in measurement of deferred tax assets	(165)		158
Effects of foreign currency translation	—		—
Other taxes	123		114
Income tax expense	(67)		57

* Tax expense is based on the statutory rate of 23.87% and 24.94% for 2025 and

2024 respectively.

Permanent items

The permanent items consisted of:

	Year ended December 31,
	2025		2024
(Non-taxable impairment reversals) non- deductible impairments of investments	(2,317)		76
Exempted dividend income	(527)		(858)
Other permanent items	(2)		1
Total permanent items	(2,846)		(781)

(Non-taxable impairment reversals) non-deductible impairment

of investments: Impairments of investments in subsidiaries are

generally tax deductible (and impairment reversals of previously

recorded impairments are generally taxable) under the

Luxembourg tax legislation. However impairments are not tax-

deductible if they (i) are neutralized with exempt dividend

income, exempt capital gains and mark to market valuation, or

(ii) arise within the tax consolidation (up to the tax loss incurred

by the subsidiary). Similarly, reversals of impairments which

were non-deductible in the past are non-taxable. These non-

taxable impairment reversals amounted to 9,708 in 2025 as

compared to non-deductible impairments of 305 in 2024.

Exempted dividend income: Under Article 166 of the

Luxembourg tax law, dividend income, liquidation proceeds, and

capital gains may be treated as tax-exempt to the extent certain

requirements are met relating to the parent’s participation in the

subsidiary. The participation exemption applies if the

Luxembourg parent maintains (or commits to hold) a minimum

holding in a qualified subsidiary company (generally a

shareholding of at least 10% or having an acquisition cost of at

least €1.2 million) for an uninterrupted period of at least 12

months.

Rate changes: The 374 tax expense resulting from rate changes

in 2024 was due to the decrease from 24.94% to 23.87% of the

statutory tax rate as enacted in Luxembourg and applied to

deferred taxes.

Net change in measurement of deferred tax assets

The 2025 net change in measurement of deferred tax assets of

165 is mainly due to the utilization of unrecognized tax losses

carried forward .

The 2024 net change in measurement of deferred tax assets of

158 mainly consisted of unrecognized deferred tax asset related

to net tax deductible loss for the period.

Uncertain tax positions 

ArcelorMittal takes income tax positions that management

believes are supportable and are intended to withstand

challenge by tax authorities. Some of these positions are

inherently uncertain and include those relating to transfer pricing

matters and the interpretation of income tax laws applied to

complex transactions. The Company periodically reassesses its

tax positions. Changes to the financial statement recognition,

measurement, and disclosure of tax positions is based on

management’s best judgment given any changes in the facts,

circumstances, information available and applicable tax

laws. Considering all available information and the history of

resolving income tax uncertainties, the Company believes that

the ultimate resolution of such matters will not have a material

effect on the Company’s financial position, statements of

operations or cash flows.

Deferred tax assets and liabilities

The origin of deferred tax assets and liabilities is as follows:

208

Financial statements

(millions of U.S. dollars, except share and per share data)

	Assets				Liabilities				Net
	December 31,				December 31,				December 31,
	2025		2024		2025		2024		2025		2024
Tax losses carried forward	8,282		8,390		28		—		8,254		8,390
Untaxed reserves	—		—		—		—		—		—
Deferred tax assets / (liabilities)	8,282		8,390		28		—		8,254		8,390

Deferred tax assets not recognized by the Company as of December 31, 2025 were as follows:

	Gross amount		Total deferred tax assets		Recognized deferred tax assets		Unrecognized deferred tax assets
Tax losses carried forward	133,274		31,813		8,282		23,531
Tax credits			5		—		5
Other temporary differences	—		—		—		—
Total			31,818		8,282		23,536

Deferred tax assets not recognized by the Company as of December 31, 2024 were as follows:

	Gross amount		Total deferred tax assets		Recognized deferred tax assets		Unrecognized deferred tax assets
Tax losses carried forward	130,581		31,170		8,390		22,780
Tax credits	7		7		—		7
Other temporary differences	—		—		—		—
Total			31,177		8,390		22,787

As of December 31, 2025, deferred tax assets not recognized

relate to (i)  tax losses carried forward, and (ii) other temporary

differences representing the impairments of investments not

considered deductible for tax. The utilization of tax losses

carried forward is restricted to the taxable income of the

Luxembourg tax consolidated group. The utilization of tax losses

carried forward may be also restricted by the character of the

income.

The total amount of accumulated tax losses amounted to

133,274 as of December 31, 2025. Of this amount 34,696 was

considered realizable, resulting in the recognition of 8,282 of

deferred tax assets at the applicable income tax rate in

Luxembourg. The total amount of accumulated tax losses

amounted to 130,581 as of December 31, 2024. Of this amount

35,149 was considered realizable, resulting in the recognition of

8,390 of deferred tax assets at the applicable income tax rate in

Luxembourg. Under the Luxembourg tax legislation the tax

losses generated until the end of 2016 can be carried forward

indefinitely and are not subject to any specific yearly loss

utilization limitations. Of the total of 133,274 accumulated tax

losses, tax losses of 22,028 will expire within the next 11 to 16

years. The remaining amount can be carried forward indefinitely.

The tax losses carried forward related primarily to tax deductible

impairments of investments in consolidated subsidiaries

recorded by certain of the ArcelorMittal group’s holding

companies in Luxembourg. Out of the total tax losses carried

forward, 74.8 billion may be subject to recapture in the future if

the write-downs that caused them are reversed creating taxable

income unless the Company converts them to permanent

through sales or other organizational restructuring activities. 

The Company believes that it is probable that sufficient future

taxable profits will be generated to support the recognized

deferred tax asset for tax losses carried forward in Luxembourg.

As part of its recoverability assessment the Company has taken

into account: (i) its most recent forecast approved by

management and the Board of Directors, (ii) the likelihood that

the factors that have contributed to past losses in Luxembourg

will not recur, (iii) the fact that ArcelorMittal in Luxembourg is the

main provider of funding to the Company’s consolidated

subsidiaries, leading to significant amounts of taxable interest

income on outstanding and future loans as updated based on

most recent funding strategy, (iv) the expected level of interest

expenses in Luxembourg driven by the Group net debt level, (v)

the industrial franchise agreement whereby ArcelorMittal S.A.

licenses its business model for manufacturing, processing and

distributing steel to group subsidiaries, and (vi) other significant

and reliable sources of operational income earned from

ArcelorMittal’s European and worldwide operating subsidiaries

for centralized distribution and procurement activities performed

in Luxembourg.

209

Financial statements

(millions of U.S. dollars, except share and per share data)

The Company has also considered the implications of the net-

zero path and its carbon emissions intensity reduction targets on

its future taxable profits expectations in relation to the existing

business models and the potential future financing of such

projects, resulting in no major impact on the estimated level of

future taxable profit. In performing the assessment, the

Company estimates at which point in time its earnings

projections are no longer reliable, and thus taxable profits are no

longer probable. Accordingly, the Company has established

consistent forecast periods for its different income streams for

estimating probable future taxable profits, against which the

unused tax losses can be utilized in Luxembourg. 

At December 31, 2025, based upon the level of historical

taxable income and projections for future taxable income over

the periods in which the deductible temporary differences are

anticipated to reverse, management believes it is probable that

ArcelorMittal will realize the benefits of the deferred tax assets

of 8,282 recognized. The amount of future taxable income

required to be generated by ArcelorMittal’s subsidiaries to utilize

the deferred tax assets of 8,282 is at least 34,696. Historically,

the Company has been able to generate taxable income in

sufficient amounts and believes that it will generate sufficient

levels of taxable income upcoming years to permit the Company

to utilize tax benefits associated with tax losses carried forward

and other deferred tax assets that have been recognized in its

financial statements. In the event that a history of recent losses

is present, the Company relied on convincing other positive

evidence such as the character of (historical) losses and tax

planning to support the deferred tax assets recognized.

At December 31, 2024, based upon the level of historical

taxable income and projections for future taxable income over

the periods in which the deductible temporary differences are

anticipated to reverse, management believes it is probable that

ArcelorMittal will realize the benefits of the deferred tax assets

of 8,390 recognized. The amount of future taxable income

required to be generated by ArcelorMittal’s subsidiaries to utilize

the deferred tax assets of 8,390 is at least 35,149. Historically,

the Company has been able to generate taxable income in

sufficient amounts and believes that it will generate sufficient

levels of taxable income upcoming years to permit the Company

to utilize tax benefits associated with tax losses carried forward

and other deferred tax assets that have been recognized in its

financial statements. In the event that a history of recent losses

is present, the Company relied on convincing other positive

evidence such as the character of (historical) losses and tax

planning to support the deferred tax assets recognized. 

Note 17: Accrued expenses and other liabilities

Accrued expenses and other liabilities are summarized as

follows:

	December 31,
	2025		2024
Liability related to future equity increases in NEMM (note 8)	124		224
Derivative financial instruments (note 12)	91		156
Payable on R&D and other IFA expenses	198		141
Suppliers and other	129		94
Accrued interest	78		78
Current portion of financial guarantee AMNS Luxembourg Holding S.A. (note 18)	22		22
Accrued payroll and employee related expenses	31		20
Total	673		735

Amounts with related parties are detailed in note 10.

Note 18: Long-term provisions and other obligations

Long-term provisions and other obligations are summarized as

follows:

	December 31,
	2025		2024
Liability related to future equity increases in NEMM (note 8)	163		222
Derivative instruments (note 12)	108		287
Provision for financial guarantee	—		92
Non-current portion of financial guarantee to AMNS Luxembourg Holding S.A.1	28		39
Total	299		640

1.On March 16, 2020, AMNS Luxembourg Holding S.A. entered into a 5.1 billion

ten-year term loan agreement with several Japanese banks (see note 11). The

facility is guaranteed by the joint venture partners in proportion to their

respective interest in the joint venture. The Company recognized at inception a

117 liability corresponding to the fair value determined using the loan

agreement terms, a Level 3 unobservable input.

210

Financial statements

(millions of U.S. dollars, except share and per share data)

Note 19: Commitments

Commitments given are summarized as follows:

	December 31,
	2025		2024
Guarantees given to third parties on behalf of subsidiaries,associates and joint ventures	8,214		8,144
Unused credit lines granted to subsidiaries, associates and other	147		120
Letter of credit facilities1	424		450
Total	8,785		8,714

1.The notional amount of the letter of credit facilities amounted to 736 and 736 as

of December 31, 2025 and 2024, respectively.

The Company is jointly and severally liable for the following

entities: ArcelorMittal Treasury S.N.C., ArcelorMittal Sourcing

and ArcelorMittal Energy S.C.A.

Guarantees given

Guarantees given to third parties on behalf of debt of

subsidiaries, associates and joint ventures included: 

Guarantees given on behalf of joint ventures of 365 and 183 on

behalf of Ventos de Santo Antonio Comercializadora de Energia

S.A. as of December 31, 2025 and 2024, respectively.

Guarantees given on behalf of joint ventures also included 248

and 303 in relation to outstanding lease liabilities for vessels

operated by Global Chartering as of December 31, 2025 and

2024, respectively.

Guarantees given to third parties on behalf of debt of

subsidiaries also included 847 and 846 as of December 31,

2025 and 2024, respectively, issued on behalf of ArcelorMittal

Calvert in connection with a loan from the Industrial

Development Authority of Mobile County in Alabama (USA)

following the issuance of bonds.

In addition, guarantees granted on behalf of  joint ventures

included 4,400 and 4,038 as of December 31, 2025 and 2024

respectively, corresponding to ArcelorMittal's 60% guarantee of

debt under the term loan agreements entered into by the AMNS

India joint venture with various Japanese banks.             

Guarantees related to credit lines granted to subsidiaries,

associates and other included and 80 and 84 with respect to

credit facilities granted to AM Green Energy Private Limited in

connection with the construction of a solar and wind power

project in India, as of December 31, 2025 and 2024 respectively.

Others

The Company has issued a guarantee in relation with bilateral

cash management and financial transaction in favor of

ArcelorMittal Treasury S.N.C. for a maximum amount of 10

billion, covering overdraft granted by ArcelorMittal Treasury

S.N.C to group subsidiaries for 7,694 and 4,900 as of December

31, 2025 and 2024, respectively. 

Hera Ermac, a wholly-owned subsidiary of the Company used

the proceeds from the issuance of unsecured and

unsubordinated bonds mandatorily convertible into preferred

shares of such subsidiary to acquire notes linked to shares of

the listed associate China Oriental. The notes were issued by

the Company’s affiliate ArcelorMittal Switzerland AG. The

Company warrants to own directly or indirectly the entire legal

and beneficial interest in the share capital of ArcelorMittal

Switzerland AG for so long as any notes remain outstanding.

ArcelorMittal also undertakes to provide any funding which

would be necessary to this affiliate to meet its obligations with

respect to the notes.

Following the execution, on December 26, 2025, of an 18‑year

nuclear power production allocation contract with the French

electricity supplier EDF, and in connection with the Company’s

commitments relating to the procurement of raw materials and

energy, the Company issued on January 15, 2026, two

first‑demand guarantees in favor of EDF. These guarantees

secure the proper fulfilment of the payment obligations under

the contract and amount to €135 million and €29 million,

respectively.

Note 20: Contingencies

The Company is currently and may in the future be involved in

litigation, arbitration or other legal proceedings. Provisions

related to legal and arbitration proceedings are recorded in

accordance with the principles described in note 3.

On May 15, 2012, ArcelorMittal received a writ of summons on

behalf of Association des Actionnaires d'Arcelor ("AAA"), a

French association of former minority shareholders of Arcelor to

appear before the civil court of Paris. The AAA alleged in

particular that, based on Mittal Steel’s and Arcelor’s disclosure

and public statements, investors had a legitimate expectation

that the exchange ratio in the second-step merger would be the

same as that of the secondary exchange offer component of

Mittal Steel’s June 2006 tender offer for Arcelor (i.e., 11 Mittal

Steel shares for 7 Arcelor shares), and that the second-step

merger did not comply with certain provisions of company law.

AAA claimed, inter alia, damages in a nominal amount and

reserved the right to seek additional remedies including the

cancellation of the merger. The proceedings before the civil

court of Paris were stayed, pursuant to a ruling of such court on

July 4, 2013, pending a preparatory investigation (instruction

préparatoire) by a criminal judge magistrate (juge d’instruction)

triggered by the complaints of AAA and several hedge funds

(who quantified their total alleged damages at 282). The

211

Financial statements

(millions of U.S. dollars, except share and per share data)

dismissal of charges (non-lieu) ending the preparatory

investigation became final in March 2018. On March 6, 2020

AAA revived its claim before the civil court of Paris on its behalf

and on behalf of the hedge funds who had also filed a criminal

complaint, as well as two new plaintiffs. In October 2024, the

court ruled in ArcelorMittal's favor, dismissing all of AAA's

claims. Following AAA's appeal in December 2024, AAA filed

their first brief in March 2025, which quantified its damages

claim at 475 plus interest. ArcelorMittal responded in July 2025.

In October 2025, AAA filed a new brief. Directions are pending

from the court for the deadline to file ArcelorMittal's response

brief.

Note 21: Personnel expenses and deferred employee

benefits

Employees and key management personnel

As of December 31, 2025 and 2024, the Company had a

workforce comprising 199 and 184 people, respectively, and the

total annual compensation of the Company’s employees paid in

2025 and 2024 was as follows:

	Year ended December 31,
	2025		2024
Employee Information
Wages and salaries	46		33
Social security costs	4		2
Other staff expenses	13		9
Total	63		44

The total annual compensation of ArcelorMittal’s key

management personnel, including its Board of Directors, paid in

2025 and 2024 was as follows:

	Year ended December 31,
	2025		2024
Base salary and/or directors fees	4		2
Short-term performance-related bonus	3		3
Post-employment benefits	1		—

The fair value of the shares attributed in the framework of RSU

and PSU plans to the ArcelorMittal’s key management

personnel is recorded as an expense in the statements of

operations over the relevant vesting periods.

As of December 31, 2025 and 2024, ArcelorMittal did not have

any outstanding loans or advances to members of its Board of

Directors or key management personnel, and did not give any

guarantees for the benefit of any member of its Board of

Directors or key management personnel.

Deferred employee benefits

Certain employees of ArcelorMittal are included in the unfunded

defined benefit pension plan managed by the Company’s

affiliate ArcelorMittal Luxembourg. The Company has a DBO

with respect to this plan by virtue of a contractual arrangement

with ArcelorMittal Luxembourg. Benefits are based on such

employees’ length of service and applicable pension table under

the terms of the agreement. This defined benefit pension plan

was closed to new entrants on December 31, 2007 and

replaced by a defined contribution pension plan for active

members financed by employer and employee contributions.

The following table details the reconciliation of the defined

benefit pension obligation:

	December 31,
	2025		2024
Change in benefit obligation
Benefit obligation at beginning of period	17		18
Interest cost	1		—
Actuarial gain	(1)		1
Financial assumptions	(1)		—
Experience adjustment	—		1
Foreign currency exchange rate differences and other movements	3		(1)
Benefits paid	(1)		(1)
Benefit obligation at end of period	19		17

The following table details the components of the pension cost

recognized in the statements of operations:

Year ended December 31,
	2025		2024
Net periodic pension cost	—		—
Interest cost	1		—
Total	1		—

Service cost is included in general administrative expense.

Interest cost is included in financing costs – net.

Assumptions used to determine benefit obligations

	December 31,
	2025		2024
Discount rate	4.00%		3.40%
Rate of compensation increase	3.10%		3.10%

212

Financial statements

(millions of U.S. dollars, except share and per share data)

Cash contributions and maturity profile of the plans

In 2025, the Company expects its cash contributions to amount

to 3 for pension plans.

At December 31, 2025, the duration of the liabilities related to

the pension plan was 10 years (2024:10 years).

Risks associated with defined benefit plans 

Through its defined benefit pension plans, ArcelorMittal is

exposed to a number of risks, the most significant of which is

the change in bond yields. A decrease in corporate bond yields

will increase plan liabilities.

Sensitivity analysis

The following information illustrates the sensitivity to a change in

certain assumptions related to ArcelorMittal’s pension plan (as

of December 31, 2025, the DBO for pension was 19): 

	Effect on 2026 pre-tax  pension expense (sum of service cost and interest cost) 1		Effect on December 31, 2025 DBO
Change in assumption
100 basis point decrease in discount rate	—		2
100 basis point increase in discount rate	—		(2)
100 basis point decrease in rate of compensation	—		(1)
100 basis point increase in rate of compensation	—		1

1.  Amounts are not disclosed as they are below 1 and rounded to nearest million.

The above sensitivities reflect the effect of changing one

assumption at a time. Actual economic factors and conditions

often affect multiple assumptions simultaneously, and the effects

of changes in key assumptions are not necessarily linear.

Share-based payments

ArcelorMittal Equity Incentive Plan

The Executive Office, comprised of the Executive Chairman and

the CEO, benefits from a long-term incentive plan which grants

PSUs to the Executive office members (and the CFO starting

2025). The PSUs vest based on performance targets linked to

earnings per share ("EPS") and total shareholders return

("TSR"). Performance targets also include a set of three

weighted environmental, social and governance ("ESG")

indicators representing 30% award vesting including health &

safety, climate action and diversity & inclusion ("D&I") (until

2024). For health & safety (20% award vesting), the target is to

halve the fatality frequency rate versus a defined baseline (the

baseline is the adjusted average frequency rate over five years

before the grant). For D&I, the target was to reduce the gap

between the Company's 2030 target of having 25% women in

management and 2020 baseline. For climate (10% award

vesting), the CO2 emission target has been set to be reached by

the end of the vesting period.

ArcelorMittal also operates a long-term incentive plan ("the

ArcelorMittal Equity Incentive Plan") to incentivize shareholder

wealth creation in excess of performance of a peer group and

incentivize executives to achieve strategy. The ArcelorMittal

Equity Incentive Plan is intended to align the interests of the

Company’s shareholders and eligible employees by allowing

them to participate in the success of the Company. The

ArcelorMittal Equity Incentive Plan provides for the grant of

RSUs and PSUs to eligible employees of the Company

(including Executive Officers and the CFO prior to 2025) and is

designed to incentivize employees, improve the Company’s

long-term performance and retain key employees.

The grant of PSUs under the ArcelorMittal Equity Incentive Plan

aims to serve as an effective performance-enhancing scheme

based on the employee’s contribution to the eligible

achievement of the Company’s strategy. Awards in connection

with PSUs are subject to the fulfillment of cumulative

performance criteria over a three-year period from the date of

the PSU grant such as return on capital employed ("ROCE"),

TSR and gap to competition (until 2022). Similarly to the

Executive Office plan, the ArcelorMittal Equity Incentive Plan

also includes performance criteria related to ESG indicators

representing 20% award vesting including health & safety and

climate action (15% and 5% award vesting, respectively) and

D&I (until 2024). Employees eligible to receive PSUs are a sub-

set of the group of employees eligible to receive RSUs.

RSUs granted under the ArcelorMittal Equity Incentive Plan are

designed to provide a retention incentive to eligible employees.

RSUs are subject to “cliff vesting” after 3 years, with 100% of

the grant vesting on the third anniversary of the grant contingent

upon the continued active employment of the eligible employee

within the Company.

The maximum number of PSUs and RSUs available for grant

during any given year is subject to the prior approval of the

Company’s shareholders at the annual general meeting of

shareholders. The 2024 and 2025  Caps for the number of

PSUs/RSUs that may be allocated to the Executive Office and

other retention and performance based grants below the

Executive Office level, were approved at the annual general

meetings of shareholders on April 30, 2024 and May 6, 2025,

respectively, at a maximum of 5,500,000 shares and 6,000,000

shares, respectively.

213

Financial statements

(millions of U.S. dollars, except share and per share data)

Conditions of the 2025 grant were as follows:

Executive Office and CFO

Executive Officers other than CFO

2025 Grant

l

PSUs with a three-year performance period

l

PSUs with a three-year performance period

l

Value at grant 180% of base salary for the Executive Chairman and the CEO and 110% for the CFO

l

Vesting conditions:

l

Vesting conditions:

Target

Stretch

Ceiling

Threshold

Target

Stretch

Ceiling

TSR  vs. peer group (50%) / EPS vs. peer group (20%)

100% vs. weighted average

≥120% vs. weighted average

≥140% vs. weighted average

TSR vs. peer group ( 40%)

80% rolling average

100% rolling average

≥120% rolling average

≥140% rolling average

Vesting percentage

100%

150%

200%

Vesting percentage

50%

100%

150%

200%

ROCE (40%)

6%

9%

12%

14%

ESG (30%): H&S 20%, Climate action 10%

100% of target

120% of target

≥140% of target

Vesting percentage

50%

100%

150%

200%

ESG (20%): H&S 15%, Climate action 5%

80% weighted average

100% of target

120% of target

140% of target

Vesting percentage

100%

150%

200%

Vesting percentage

50%

100%

150%

200%

l

RSUs with a three-year vesting period

Awards made in previous financial years which have not yet reached the end of the vesting period

ArcelorMittal's Equity Incentive Plan for senior management including Executive Officers follows the Company's strategy. In addition to

the 2025 grant, the summary of outstanding plans as of December 31, 2025 is as follows:

	Executive Office					Executive Officers
2022 Grant	l	PSUs with a three-year performance period				l	PSUs with a three-year performance period
	l	Value at grant 120% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:				l	Vesting conditions:
				Threshold	Target					Target	Stretch
		TSR  vs. peer group (50%) / EPS vs. peer group (20%)		100% vs. weighted average	≥120% vs. weighted average		TSR vs. peer group (40%)			100% weighted average	≥120% weighted average
		Vesting percentage		100%	150%		Vesting percentage			100%	150%
							Gap to competition (40%)			100% of target	120% of target
		ESG (30%): H&S 10%, Climate action 10% and D&I 10%		100% of target	120% of target		Vesting percentage			100%	150%
							ESG (20%): H&S 10%, Climate action 5% and D&I 5%			100% of target	120% of target
		Vesting percentage		100%	150%
							Vesting percentage			100%	150%
						l	RSUs with a three-year vesting  period

214

Financial statements

(millions of U.S. dollars, except share and per share data)

	Executive Office					Executive Officers
2023 Grant	l	PSUs with a three-year performance period				l	PSUs with a three-year performance period
	l	Value at grant 120% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:				l	Vesting conditions:
				Threshold	Target				Threshold	Target	Stretch
		TSR  vs. peer group (50%) / EPS vs. peer group (20%)		100% weighted average	≥120% weighted average		TSR vs. peer group (40%)		—	100% weighted average	≥120% weighted average
		Vesting percentage		100%	150%		Vesting percentage		—	100%	150%
							ROCE (40%)		2/3 of target	100% of target	4/3 of target
		ESG (30%): H&S 10%, Climate action 10% and D&I 10%		100% of target	120% of target		Vesting percentage		50%	100%	150%
							ESG (20%): H&S 10%, Climate action 5% and D&I 5%		—	100% of target	120% of target
		Vesting percentage		100%	150%		Vesting percentage		—	100%	150%
						l	RSUs with a three-year vesting  period
		Executive Office					Executive Officers
2024 Grant	l	PSUs with a three-year performance period				l	PSUs with a three-year performance period
	l	Value at grant 180% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:				l	Vesting conditions:
			Target	Stretch	Ceiling			Threshold	Target	Stretch	Ceiling
		TSR  vs. peer group (50%) / EPS vs. peer group (20%)	100% vs. weighted average	120% vs. weighted average	≥140% vs. weighted average		TSR vs. peer group (40%)	80% of rolling average	100% rolling average	120% rolling average	≥140% rolling  average
		Vesting percentage	100%	150%	200%		Vesting percentage	50%	100%	150%	200%
							ROCE (40%)	2/3 of target	100% of target	4/3 of target	155% of target
		ESG (30%): H&S 10%, Climate action 10% and D&I 10%	100% of target	120% of target	≥140% of target		Vesting percentage	50%	100%	150%	200%
							ESG (20%): H&S 10%, Climate action 5% and D&I 5%	80% weighted average	100% of target	120% of target	140% of target
		Vesting percentage	100%	150%	200%		Vesting percentage	50%	100%	150%	200%
						l	RSUs with a three-year vesting period

215

Financial statements

(millions of U.S. dollars, except share and per share data)

The following table summarizes the Company’s share unit plans outstanding December 31, 2025:

At Grant date												Number of PSUs/RSUs issued as of December 31, 2025
Grant date		Type of plan		Number of PSUs/ RSUs		Number of beneficiaries		Maturity		Fair value per RSU/ PSU		PSUs/RSUs outstanding		PSUs/RSUs forfeited		PSUs/RSUs vested
December 5, 2025		RSU		1,032,150		1,103		December 5, 2028		42.62		1,032,150		—		—
December 5, 2025		PSU / Executive Office		1,220,027		856	1	January 1, 2029		41.33		1,220,027		—		—
December 5, 2024		RSU		1,636,575		1,092		December 5, 2027		25.33		1,548,975		84,176		3,424
December 5, 2024		PSU / Executive Office		1,906,781		849	1	January 1, 2028		23.70		1,851,381		55,400		—
December 8, 2023		RSU		1,269,300		958		December 8, 2026		25.58		1,119,050		133,755		16,495
December 8, 2023		PSU / Executive Office		1,127,673		258	1	January 1, 2027		21.86		1,003,473		124,200		—
December 13, 2022		PSU / Executive Office		786,364		244	1	January 1, 2026		23.43		678,214		108,150		—
Total				8,978,870						$21.86 – $42.62		8,453,270		505,681		19,919

1. The CFO is included in the Executive Office plan starting 2025.

The compensation expense recognized for PSUs and RSUs was 56 and 37 for the years ended December 31, 2025 and 2024.

Share unit plan activity is summarized below as of and for each year ended December 31, 2025 and 2024: 

	RSUs				PSUs and Executive Office
	Number of RSUs		Fair value per RSU		Number of PSUs		Fair value per PSU
Outstanding, December 31, 2023	2,757,800		27.88		3,294,302		22.89
Granted	1,636,575		25.33		1,906,781		23.70
Exited	(635,276)		32.54		(565,731)		19.44
Forfeited	(130,724)		28.21		(342,841)		21.74
Outstanding, December 31, 2024	3,628,375		25.90		4,292,511		23.79
Granted1	1,032,150		42.62		1,223,097		41.30
Exited	(747,294)		27.56		(464,157)		28.21
Forfeited	(213,056)		25.89		(298,356)		25.09
Outstanding, December 31, 2025	3,700,175		30.23		4,753,095		27.78

1. Including 3,070 over-performance shares granted for the targets achievement of the PSU grant of December 16, 2021.

Note 22: Expenses related to the réviseur d’entreprises agréé

In 2025 and 2024, expenses related to the réviseur d’entreprises agréé amounted to 11 and 10, respectively.

216

Independent auditor's report

To the Shareholders of

ArcelorMittal Société Anonyme

24-26, Boulevard d’Avranches

L-1160 Luxembourg

Grand Duchy of Luxembourg

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of ArcelorMittal S.A. (the “Company”), which comprise the  statement of financial position as

at December 31, 2025, and the statement of operations and statement of other comprehensive income, the statement of changes in

equity and the statement of cash flows for the year then ended, and the notes to the financial statements, including material accounting

policy information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at December

31, 2025, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting

Standards (“IFRS”) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23

July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du

Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014, the Law of 23 July 2016 and ISAs as adopted

for Luxembourg by the CSSF are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the audit of the

financial statements” section of our report. We are also independent of the Company in accordance with the International Code of

Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards

Board for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant

to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements

of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters.

217

Impairment of Investments in Subsidiaries

Description of the Matter

The balance of investments in subsidiaries as of December 31, 2025 was $55,010 million. As described in Note 7 to the financial statements, the Company recorded a net reversal of impairment of investments in subsidiaries of $7,872 million in 2025. The Company’s evaluation of investments in subsidiaries for impairment involves a comparison of the recoverable amount measured based on the value in use of underlying steel and mining operations with the carrying amount. This evaluation requires management to estimate recoverable amounts using discounted cash flow models that are sensitive to key assumptions, including projected shipment volumes, selling prices, variable costs and the discount rates. Auditing the recoverable amounts of investments in subsidiaries was complex and required a high degree of auditor judgement, due to the nature of the significant assumptions, which are forward-looking and could be affected by future regulatory, economic and market conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to measure the value in use of underlying steel and mining operations, including controls over the development and approval of key assumptions used in the discounted cash flow models. To test the recoverable amount of investments in subsidiaries, our audit procedures included, among others, evaluating management’s ability to reasonably estimate future cash flows by comparing historical forecasts to actual results. We evaluated the reasonableness of projected shipment volumes, selling prices and variable costs, by comparing them, where possible, to current external market data and/or industry trends. We involved our valuation specialists to assist in testing the discount rates, by comparing underlying data to external sources, evaluating the components and developing an independent range for comparison.

218

Recognition of Deferred Tax Assets (“DTAs”)

Description of the Matter

The DTA balance as of December 31, 2025 was $8,282. As described in Note 16 to the financial statements, ArcelorMittal S.A. recorded DTAs primarily related to tax losses carried forward. Under current tax law in Luxembourg, tax losses accumulated before January 1, 2017, do not expire and are recoverable against future taxable income. The assessment of the likelihood of future taxable income being available, and specifically the length of the forecast period utilized, requires significant management judgment. Auditing the recognition of ArcelorMittal S.A.’s DTA balance is subjective, because the estimation requires significant judgment, including the availability of future taxable income against which tax deductions represented by the DTA can be offset, particularly where the DTA is supported by the expectation of future taxable income arising beyond the Company’s financial planning horizon.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s assessment of the recognition of deferred tax assets, including controls over management’s review of the significant assumptions used in estimating the projections of future taxable income, including the length of the forecast periods. To test the recoverability of DTAs, our audit procedures included, among others, comparing the projections of future taxable income with the actual results of prior periods and, separately, against other forecasted financial information prepared by the Company, such as that used in estimating the recoverable amounts of the relevant investments in subsidiaries as described in the ‘Impairment of Investments in Subsidiaries’ key audit matter above. We assessed the Company’s evaluation of the length of the forecast periods to utilize the DTA by independently developing a reasonable range of point estimates and comparing them to management’s estimate. Additionally, we tested the completeness and accuracy of the existing intragroup loan and external debt agreements used by management to forecast financial income, the primary input to future taxable income, and we performed sensitivity analyses over this forecast.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the

management report and the corporate governance statement but does not include the financial statements and our report of “réviseur

d’entreprises agréé” thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion

thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise

appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS as

adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting the financial statements in compliance with the requirements set out in the

Delegated Regulation 2019/815 on European Single Electronic Format, as amended (“ESEF Regulation”).

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board

of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

219

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the financial statements

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with EU Regulation 

N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg

by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud

may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by the Board of Directors.

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Company to cease to continue as

a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid

down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the

audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report

unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on May 6, 2025, and the

duration of our uninterrupted engagement, including previous renewals and reappointments, is four years.

The management report is consistent with the financial statements and has been prepared in accordance with applicable legal

requirements.

220

The corporate governance statement, included in the management report, is the responsibility of the Board of Directors. The information

required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and

on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

We have checked the compliance of the financial statements of the Company as at December 31, 2025 with relevant statutory

requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to financial

statements prepared in a valid xHTML format.

In our opinion, the financial statements of the Company as at December 31, 2025, identified as “mt-2025-12-31-en”, have been

prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained

independent of the Company in conducting the audit.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Emmanuel Mareschal

Luxembourg, March 27, 2026