SCHEDULE: Glencore Trims Century Aluminum Stake, Rebalances Portfolio

Sentiment:

Schedule 13D Amendment 12 November 2025 10:02 AM

Glencore Group reduced its beneficial ownership in Century Aluminum Company to 36.6% by selling 9 million common shares for $30.25 each, citing portfolio rebalancing.

Worse than expectedThe sale of 9,000,000 shares by a major investor like Glencore, reducing its stake from a higher percentage to 36.6%, could be perceived negatively by the market, signaling a partial divestment.The filing details a long history of significant legal and regulatory issues, including convictions for bribery and commodity price manipulation, and an ongoing investigation in Jersey, which collectively represent substantial reputational and financial liabilities for Glencore.

Summary

Glencore Group (Glencore plc, Glencore International AG, Glencore AG) reduced its beneficial ownership in Century Aluminum Company.
On November 10, 2025, Glencore International AG sold 9,000,000 shares of Common Stock in a block trade at $30.25 per share.
Following the sale, Glencore plc and Glencore International AG now beneficially own 36,005,947 shares, representing 36.6% of Century Aluminum's outstanding Common Stock.
Glencore AG directly holds 17,505,947 shares, or 17.8% of the outstanding Common Stock.
All 49,485.91 Series A Preferred Shares held by Glencore AG automatically converted into 4,948,591 shares of Common Stock upon the consummation of the share sale.
Glencore Group no longer owns any Series A Preferred Stock in Century Aluminum.
The sale was undertaken to rebalance and optimize Glencore's global aluminum investment portfolio.
Glencore stated it remains confident in Century Aluminum's management and outlook and intends to continue holding Common Stock for investment purposes.
The beneficial ownership percentages are based on 98,290,560 shares of Common Stock outstanding as of November 6, 2025, plus the converted preferred shares.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant reduction in Glencore's stake in Century Aluminum and the extensive history of legal and regulatory issues detailed in the filing, including an ongoing investigation. While Glencore expresses continued confidence, the divestment and legal baggage weigh heavily on the overall sentiment.

Positives

Glencore Group explicitly stated continued confidence in Century Aluminum Company's management team and outlook.
Glencore Group intends to continue holding Common Stock for investment purposes, indicating a long-term view despite the partial divestment.
The early conclusion of the independent compliance monitorships by the DOJ in March 2025 for Glencore International AG and Glencore AG.
The closure of the criminal investigation by the Swiss OAG against Glencore International with a summary penalty order and abandonment order, without identifying Glencore employee knowledge of bribery or financial benefit from the business partner's conduct.
The parallel investigation by the Dutch Prosecution Service was also concluded and dismissed.

Negatives

Glencore Group significantly reduced its stake in Century Aluminum Company by selling 9,000,000 shares, which could be perceived as a reduction in commitment.
The filing details a history of significant legal and regulatory penalties and forfeitures totaling hundreds of millions of dollars related to past corrupt practices and commodity price manipulation by Glencore subsidiaries.
An ongoing investigation by the Economic Crime and Confiscation Unit (ECCU) of Jersey's Law Officers' Department into Glencore plc regarding corrupt activities, money laundering, and the accuracy of IPO prospectus assurances from 2011.

Risks

Ongoing investigation by the Economic Crime and Confiscation Unit (ECCU) of Jersey's Law Officers' Department into Glencore plc regarding corrupt activities, money laundering, and the accuracy of assurances given in the 2011 IPO prospectus.
Potential for future legal or regulatory actions related to the ongoing Jersey investigation, which appears to be related to the same underlying facts as previously concluded resolutions.
The reduction in Glencore's ownership stake could potentially impact Century Aluminum's stock price or investor perception.
The termination of certain governance rights (Board representation, preemptive rights) if Glencore's beneficial ownership falls below 10% for three continuous months.

Future Outlook

Glencore Group intends to continue holding Common Stock in Century Aluminum Company for investment purposes and may purchase or sell additional shares or other securities in the future. They also reserve the right to explore or make plans related to various strategic transactions or discussions with Century Aluminum's management, board, or other parties.

Management Comments

"The Reporting Persons remain confident in the management team and outlook of the Company, maintain a position in the Company and intend to continue to hold Common Stock for investment purposes."
"Glencore does not admit the findings of the OAG, but in the interests of resolving this matter has agreed not to appeal the summary penalty order."

Industry Context

This filing primarily concerns a significant shareholder's strategic portfolio rebalancing within the aluminum sector. While Glencore is a major player in natural resources, the specific transaction reflects an internal investment decision rather than a broad industry trend or competitive shift. The reduction in stake by a major commodity trader like Glencore could signal a strategic shift in their exposure to specific aluminum producers, but the stated reason is portfolio optimization.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Right Termination Condition	The right to designate a nominee for election to the Board of Directors will terminate if Glencore Group's beneficial ownership falls below 10% for three continuous months.	N/A	Potential reduction in Glencore's influence on Century Aluminum's board if ownership stake decreases further.
Right Termination Condition	Preemptive rights to maintain equity percentage will terminate if Glencore Group's beneficial ownership falls below 10% for three continuous months.	N/A	Potential inability for Glencore to prevent dilution of its stake if ownership decreases further.
Proxy Grant	A five-year irrevocable proxy granted on March 23, 2023, allows certain officers of Century Aluminum to vote Glencore's shares, but limits the voting power to less than 50% of total shares voted.	March 23, 2023	Provides a mechanism for Glencore's shares to be voted while limiting its direct control over voting outcomes to below a majority threshold.
Capital Structure Simplification	The Series A Preferred Shares, which had specific voting rights as a separate class on certain proposals, have now been fully converted to Common Stock, eliminating those specific class voting rights.	November 10, 2025	Simplifies Century Aluminum's capital structure and removes specific class voting rights previously held by Glencore.

Legal Proceedings

On May 24, 2022, Glencore International AG pled guilty to conspiracy to violate the US Foreign Corrupt Practices Act, resulting in $428,521,173 in fines and $272,185,792 in forfeiture and disgorgement.
On May 24, 2022, Glencore AG pled guilty to conspiracy to commit commodity price manipulation, resulting in a fine of $341,221,682 and forfeiture of $144,417,203.
On May 24, 2022, Glencore International AG, Glencore AG, and Chemoil Corporation resolved an investigation by the CFTC, agreeing to pay $333,548,040 in civil penalties and disgorgement.
On May 24, 2022, Glencore agreed to pay $39,598,367 under a resolution with the Brazilian Federal Prosecutor's Office.
On June 21, 2022, Glencore Energy UK Limited pled guilty to five counts of bribery and two counts of failure to prevent bribery under the UK Bribery Act 2010, and was sentenced on November 3, 2022, to pay GBP 280,965,093.
On August 5, 2024, the Office of the Attorney General of Switzerland (OAG) closed its criminal investigation against Glencore International, imposing a fine of CHF 2 million and a compensation claim of US$150 million for failing to prevent bribery by a business partner.
In September 2024, Glencore plc was notified of an ongoing investigation by the Economic Crime and Confiscation Unit (ECCU) of Jersey's Law Officers' Department regarding corrupt activities, money laundering, and the accuracy of assurances in the company's 2011 IPO prospectus.

Related Party Transactions

The sale of 9,000,000 shares of Common Stock by Glencore International AG to an undisclosed buyer in a block trade.
The automatic conversion of 49,485.91 Series A Preferred Shares held by Glencore AG into 4,948,591 shares of Common Stock upon the consummation of the Subject Sale.
Pledging of 39,655,115 shares of Common Stock by Glencore International and Glencore AG to HSBC Bank PLC as lender to secure a revolving loan facility made available to Glencore International.

Stakeholder Impact

Shareholders of Century Aluminum Company: The reduction in Glencore's stake could lead to concerns about the long-term commitment of a major investor, potentially impacting share price. The conversion of preferred shares simplifies the capital structure.
Glencore Group Shareholders: The monetization of a portion of the investment in Century Aluminum is part of a portfolio rebalancing strategy, potentially optimizing returns or reducing exposure. The ongoing legal issues, particularly the Jersey investigation, represent a continued risk.
Creditors (HSBC Bank PLC): The pledged shares serve as collateral for a revolving loan facility, and the reduction in pledged shares due to the sale means the collateral pool has changed, though the facility remains available.

Next Steps

Glencore Group may purchase or sell additional shares of Common Stock and other securities of Century Aluminum Company in the open market or privately negotiated transactions.
Glencore Group may formulate plans or proposals for, hold discussions with Century Aluminum's management, Board of Directors, stockholders, and other parties about, and explore or make plans relating to various strategic transactions.
The ongoing investigation by the Economic Crime and Confiscation Unit (ECCU) of Jersey's Law Officers' Department into Glencore plc will continue.

Key Dates

Date	Description
April 1996	Century Aluminum Company's initial public offering and registration of Common Stock.
April 2001	Reporting Persons purchased 500,000 shares of Cumulative Convertible Preferred Stock from Century Aluminum Company in a private transaction.
May 2004	All 500,000 shares of Cumulative Convertible Preferred Stock were converted into 1,395,089 shares of Common Stock.
July 7, 2008	Glencore Investment Pty Ltd. purchased Series A Preferred Shares from Century Aluminum Company; Certificate of Designation filed; Standstill and Governance Agreement entered into; Registration Rights Agreement entered into.
November 5, 2008	Start date for demand registrations under the Registration Rights Agreement.
April 8, 2009	Expiration of certain standstill obligations under the Governance Agreement.
May 4, 2009	Support Agreement entered into between Glencore AG and Century Aluminum Company.
May 27, 2009	Annual Meeting of Stockholders where Glencore AG agreed to vote for an amended proposal to increase authorized capital.
January 7, 2010	Expiration of certain standstill obligations under the Governance Agreement.
November 4, 2010	End date for certain preemptive rights under the Support Agreement related to debt exchanges.
September 14, 2017	Glencore AG granted a five-year irrevocable proxy (2017 Glencore Irrevocable Proxy) to vote shares.
September 14, 2022	The 2017 Glencore Irrevocable Proxy expired.
March 23, 2023	Reporting Persons granted a new five-year irrevocable proxy (2023 Glencore Irrevocable Proxy) to vote shares.
December 1, 2023	Glencore International and Glencore AG pledged 39,655,115 shares to HSBC Bank PLC to secure a revolving loan facility.
January 5, 2024	Amendment No. 27 to Schedule 13D filed, including the 2023 Glencore Irrevocable Proxy and Security Deeds.
August 5, 2024	Swiss Office of the Attorney General (OAG) announced closure of criminal investigation against Glencore International.
September 2024	Glencore plc notified of investigation by Jersey's Economic Crime and Confiscation Unit (ECCU).
November 18, 2024	Date of execution for Power of Attorney documents by Glencore AG, Glencore International AG, and Glencore plc.
March 2025	DOJ announced early conclusion of compliance monitorships for Glencore International AG and Glencore AG.
November 6, 2025	Century Aluminum Company's Quarterly Report on Form 10-Q filed, reporting 93,341,969 shares of Common Stock outstanding.
November 10, 2025	Date of event requiring filing of this statement; Glencore International AG sold 9,000,000 shares of Common Stock in a block trade; all Series A Preferred Shares automatically converted into Common Stock.
November 11, 2025	Date of Joint Filing Agreement among Glencore plc, Glencore International AG and Glencore AG.
November 12, 2025	Date of Joint Filing Agreement.

Recommendation

hold

While Glencore's partial divestment might raise questions, the stated intent to remain a long-term investor and confidence in management suggests a 'hold' rather than a 'sell' for existing investors. The stock sale was for portfolio rebalancing, not a loss of faith. However, the extensive history of legal issues and the ongoing Jersey investigation for Glencore itself introduce a layer of uncertainty and potential reputational risk that could indirectly affect its investments, warranting caution rather than a 'buy' or 'strong buy'. The reduction in stake could also remove some of the 'floor' that a large, committed investor might provide.

Keywords

Glencore, Century Aluminum Company, Schedule 13D, Share Sale, Beneficial Ownership, Aluminum Industry, SEC Filing, Investment Portfolio, Corporate Governance, Legal Proceedings, Commodity Trading, FCPA, Bribery, Market Manipulation

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