During the nine months ended September 30, 2025, the Company granted 1,154,859 Performance-Based Restricted Stock Units ("PSUs") to selected employees of the Group. The fair value of PSU awards with performance and service conditions is estimated using the value of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market conditions is estimated using a Monte Carlo simulation model on the date of grant.

•A vesting condition under which the beneficiaries must be continuously at the service of the Company through the end of a three-year vesting period; and

•A performance condition, contingent on the TSR performance of Constellium shares over the vesting period compared to the TSR of specified indices. PSUs will ultimately vest based on a vesting multiplier which ranges from 0% to 200%.

The following table lists the inputs to the valuation model used for the PSUs granted during the nine months ended September 30, 2025:


						2025 PSUs
Fair value at grant date (in dollars)						17.88
Share price at grant date (in dollars)						11.90
Dividend yield						—
Expected volatility (A)						47%
Risk-free interest rate (US government bond yield)						3.93%

(A)Volatility in the share prices of the Company and companies included in indices were estimated based on observed historical volatilities over a period equal to the PSU vesting period.

During the nine months ended September 30, 2025, the Company granted 1,026,520 Restricted Stock Units (RSUs) to selected employees of the Group subject to the beneficiaries remaining continuously employed by or at the service of the Group from the grant date to the end of the three-year vesting period. The fair value of the RSUs awarded is $11.90, being the quoted market price at grant date.

Total share-based compensation expense was $20 million and $18 million for the nine months ended September 30, 2025 and 2024, respectively and $7 million and $5 million for the three months ended September 30, 2025 and 2024.

At September 30, 2025, unrecognized compensation expense related to the RSUs was $18 million, which will be recognized over the remaining weighted average vesting period of 2.0 years, and unrecognized compensation expense related to the PSUs was $29 million, which will be recognized over the remaining weighted average vesting period of 2.0 years.

Fair values of vested RSUs and PSUs amounted to $24 million for nine months ended September 30, 2025. They are excluded from the Statement of Cash flows as non-cash financing activities.