Albemarle (ALB) 10-K/A risk factor changes: FY2025 vs FY2024

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $11.2] [added: $7.4] billion based on the last reported sale price of common stock on June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 5, 2025: 117,573,461][added: 4, 2026: 117,847,220]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on March [removed: 27, 2025] [added: 24, 2026] pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.

On February [removed: 12, 2025,] [added: 11, 2026,] Albemarle Corporation (“Albemarle” or the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] with the Securities and Exchange Commission (the “Original Filing”).

The financial statements of Windfield for its fiscal year ended December 31, [removed: 2024] [added: 2025] were not available at the time the Company filed the Original Filing.

Windfield was significant under Rule 3-09 for the fiscal [removed: years] [added: year] ended December 31, [removed: 2023 and 2022,] [added: 2023,] but not for the fiscal [removed: year] [added: years] ended December 31, [added: 2025 and] 2024.

As a result, under Rule 3-09, we have included in this Amendment No. 1 unaudited consolidated financial statements for the fiscal [removed: year] [added: years] ended December 31, [added: 2025 and] 2024 and audited consolidated financial statements for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022.][added: 2023.]

(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 of the Company’s Annual Report on Form 10-K filed on February [removed: 12, 2025:][added: 11, 2026:]

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| | | | | | | The following documents are filed as exhibits to this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on February [removed: 12, 2025:] [added: 11, 2026:] | | | | | |

| *23.7 | | | | | | [Consent of [removed: KPMG.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit2371231202410-ka.htm)] [added: KPMG.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit2371231202510-ka.htm)] | | | | | |

| *31.1 | | | | | | [Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit3111231202410-ka.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit3111231202510-ka.htm)] | | | | | |

| *31.2 | | | | | | [Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit3121231202410-ka.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit3121231202510-ka.htm)] | | | | | |

| *32.1 | | | | | | [Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit3211231202410-ka.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit3211231202510-ka.htm)] | | | | | |

| *32.2 | | | | | | [Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit3221231202410-ka.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit3221231202510-ka.htm)] | | | | | |

| *99.1 | | | | | | [Financial Statements of Windfield Holdings Pty Ltd for the year ended December 31, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000077/exhibit9911231202410-ka.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000060/exhibit9911231202510-ka.htm)] | | | | | |

| *101 | | | | | | Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, [removed: 2024,] [added: 2025,] furnished in XBRL (eXtensible Business Reporting Language)). | | | | | |

(c) The financial statements of Windfield Holdings Pty Ltd included in Exhibit 99.1 for the year ended December 31, [removed: 2024] [added: 2025] are filed as part of Item 15 of the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] and should be read in conjunction with the Company's consolidated financial statements filed with the Company’s Annual Report on Form 10-K filed on February [removed: 12, 2025.][added: 11, 2026.]

Dated: March 31, [removed: 2025][added: 2026]