Albemarle (ALB) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A89 rewritten73 added60 removed552 unchanged
All filing items1,393 rewritten841 added559 removed3,785 unchanged
Summary
counted, not written
- Item 1A lists 47 risk factor headings: 4 new, 6 reworded and 37 unchanged since FY2024. 5 headings from FY2024 no longer appear.
- Sentence by sentence, 841 added, 559 removed, 1,393 rewritten and 3,785 unchanged across 21 items that differ.
New Item 1A headings (4)
- We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
- We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested, including in connection with the divestiture of the controlling interest in our Refining Solutions business.
- We may discontinue or divest all or part of a particular business or plant as we periodically assess our business structure. Any such discontinuations or divestitures may introduce significant risks and uncertainties.
- Integration of AI technologies into our operations may introduce new risks, require significant additional investment, and materially impact our competitive position if unsuccessful.AI
Removed Item 1A headings (5)
- We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.
- We are subject to extensive foreign government regulation that can negatively impact our business.
- There is risk to the growth of lithium markets.
- Restrictive covenants in our debt instruments may adversely affect our business.
- We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to acquisitions.
Reworded Item 1A headings (6)
- Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at
[removed: all, including due to climate change,][added: all] could have an adverse effect on the margins of our products and our results of operations. - Development projects are inherently risky and may require more capital than
[removed: anticipated,][added: anticipated or not prove to be economically viable based on ultimate costs and returns of a project,] which could adversely affect our business. The development of our mines and operations are also subject to other unique risks. [removed: Our][added: The] results [added: of the Refining Solutions business] are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.- Our inability to
[removed: acquire or]develop[removed: additional]lithium [added: or bromine] reserves that are economically viable could have a material adverse effect on our future profitability. - Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and [added: conversion facilities, and] our revenues and profitability generally.
- The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and
[removed: decrease demand for our products.][added: increase costs.]
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
89 rewritten, 73 added, 60 removed, 552 unchanged
- Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at [removed: all, including due to climate change,] [added: all] could have an adverse effect on the margins of our products and our results of operations.
- Development projects are inherently risky and may require more capital than [removed: anticipated,] [added: anticipated or not prove to be economically viable based on ultimate costs and returns of a project,] which could adversely affect our business.
- [removed: Our] [added: The] results [added: of the Refining Solutions business] are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.
- We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have [removed: divested.][added: divested, including in connection with the divestiture of the controlling interest in our Refining Solutions business.]
- Our inability to acquire or develop [removed: additional] lithium [added: or bromine] reserves that are economically viable could have a material adverse effect on our future profitability.
- Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and conversion [added: facilities, and conversion] plants and our revenues and profitability generally.
- The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and [removed: decrease demand for our products.][added: increase costs.]
- [removed: our foreign operations may experience] staffing difficulties and labor [removed: disputes;][added: disputes may impact our operations in certain countries in which we operate;]
In addition, certain of our [removed: operations] [added: operations, including joint ventures,] and ongoing capital projects are in regions of the world such as Asia, the Middle East and South America that are of high risk due to significant civil, political and security instability.
Unanticipated events, such as geopolitical changes, could result in [added: disruption of operations,] a write-down of our investment in the affected joint venture or a delay or cause cancellation of those capital projects, which could negatively impact our future [removed: growth and profitability.]
In [removed: 2024,] [added: 2025,] net sales shipped to [added: or within] China represented [removed: 36%] [added: 39%] of our total net sales.
For example, over the past several years the U.S. and China have applied tariffs to certain of each other’s exports, including tariffs on Chinese electric vehicles and lithium-ion batteries [removed: announced by the U.S. presidential administration] [added: initiated] in [removed: 2024,] [added: 2025,] which have resulted in, and may continue to cause, shifting trade flows and restrictions on certain sales of goods into China and domestic demand for products manufactured in China.
[removed: The current] [added: In addition to the existing tariffs, the] U.S. [removed: presidential administration has indicated that it] may [added: continue to] impose additional tariffs on China and other countries.
Additionally, geopolitical [added: or trade] disputes (including as a result of China-Taiwan and U.S.-Taiwan relations) between the U.S. and [added: China, or] China [added: and any other nation in which we conduct operations] may lead to further restrictions on trade and/or obstacles to conducting business in China.
Furthermore, the Chinese government has, from time to time, curtailed manufacturing operations, with little or no notice, in industrial regions out of growing concern over air [removed: quality and in response to COVID-19 outbreaks.][added: quality.]
Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at [removed: all, including due to climate change,] [added: all] could have an adverse effect on the margins of our products and our results of operations.
For example, our lithium and bromine businesses rely upon our continued ability to [removed: produce,] [added: obtain key raw materials, such as chlorine] or [removed: otherwise obtain, lithium and bromine] [added: soda ash,] of sufficient quality and in adequate amounts [added: as part of our supply chain] to meet our customers’ [removed: demand.][added: demand for our products.]
We compete against a number of highly competitive global [removed: specialty] chemical producers.
As a result, these competitors may be better able to withstand changes in [added: conditions within our industry.]
Competitors’ pricing decisions could compel us to decrease our prices, which could negatively [removed: affect our margins and profitability.]
Our future growth depends on our ability to gauge the direction of [removed: the] commercial and technological progress in all key end markets in which we sell our products and upon our ability to fund and successfully develop, manufacture and market products in such changing end markets.
Development projects are inherently risky and may require more capital than [removed: anticipated,] [added: anticipated or not prove to be economically viable based on ultimate costs and returns of a project,] which could adversely affect our business.
[removed: Mine development] [added: Development] projects typically require a number of years and significant expenditures during the development phase before production is possible.
Downturns in the businesses that use our [removed: specialty] chemicals may adversely affect our sales.
For example, [added: although] the [removed: new] [added: current] U.S. presidential administration has [removed: indicated that it may halt] [added: reduced or suspended] government infrastructure spending [removed: to establish charging points] for EV [removed: users, eliminate] [added: projects, eliminated] certain tax cuts available in connection with EV purchases, and [removed: rescind] [added: rescinded] requirements pertaining to reducing greenhouse gas emissions, all or any of which measures may have a detrimental affect on the U.S. EV industry.
[removed: Our] [added: The] results [added: of the Refining Solutions business] are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.
[removed: In addition, the timing and] profitability of HPC catalysts sales can have a significant impact on revenue and profit in any one quarter.
Agencies in the European Union (“E.U.”) continue to evaluate the risks to human health and the environment associated with certain brominated fire safety solutions such as tetrabromobisphenol A and decabromodiphenyl ethane, both of which we [added: manufacture.]
Additional government regulations, including limitations or bans on the use of brominated flame retardants, could result in a decline in our net sales of brominated fire safety solutions and have an adverse effect on our sales and [removed: profitability.][added: profitability and make it necessary for us to develop alternative products.]
In addition, the threat of additional regulation or concern about the impact of brominated fire safety solutions on human health or the environment could lead to a negative reaction in our markets that could reduce or [removed: eliminate] [added: alter] our markets for these products, which could have an adverse effect on our sales and profitability.
Our significant manufacturing presence and sales activities in the E.U. [added: and other global regions] require significant compliance costs and may result in increases in the costs of raw materials we purchase and the products we sell.
The U.S. Toxic Substances Control Act [removed: (TSCA)] [added: (“TSCA”)] requires chemicals to be assessed against a risk-based safety standard and calls for the elimination of unreasonable risks identified during risk evaluation.
Certain of these communities or other stakeholders may have or may develop interests or objectives which are different from, or even in conflict with, our objectives, including the use of our lands and waterways near our [removed: operations.]
There is [removed: an increasing level of] [added: ongoing] public [removed: concern] [added: attention] relating to the perceived effect of mining activities on the environment and on communities impacted by such activities.
All the foregoing could have a material adverse effect on our business, financial [added: condition and results of operations.]
We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have [removed: divested.][added: divested, including in connection with the divestiture of the controlling interest in our Refining Solutions business.]
In connection with the sale of certain properties and businesses, [added: such as the divestiture of the controlling interest in our Refining Solutions business,] we have agreed to indemnify the purchasers of such properties for certain types of matters, such as certain breaches of representations and warranties, taxes and certain environmental matters.
Although we have established formal policies or procedures for prohibiting or monitoring this conduct, we cannot [removed: assure you] [added: provide total certainty] that our employees or other agents will not engage in such conduct for which we might be held responsible.
We generally rely on patent, trade secret, trademark and copyright laws of the U.S. and certain other countries in which our [added: products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.]
Our inability to [removed: acquire or] develop [removed: additional] lithium [added: or bromine] reserves that are economically viable could have a material adverse effect on our future profitability.
- We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
- We may discontinue or divest all or part of a particular business or plant as we periodically assess our business structure.
Any such discontinuation or divestitures may introduce significant risks and uncertainties.
- Integration of AI technologies into our operations may introduce new risks, require significant additional investment, and materially impact our competitive position if unsuccessful.
As noted in Item 1.
Business above, the Company has entered into definitive agreements to divest the controlling ownership interest in its Refining Solutions business, with the transactions expected to be completed in the first quarter of 2026.
Upon completion of the transactions, the Company will still maintain a 49% ownership interest in the Refining Solutions business and all of its PCS business.
Certain of the risks included in this section relate to the Refining Solutions business and will continue to be risks for the Company upon completion of the divestiture, however, the potential adverse impact of such risks that primarily pertain to the Refining Solutions business on our cash flows, results of operations and financial condition may no longer be material.
growth and profitability.
Additionally, we own three active production facilities located in China.
affect our margins and profitability.
In the event that the estimates on which our project development decisions are based ultimately inaccurate, a project may not be economically viable.
In recent years, the Company has determined to halt production on portions of its Kemerton plant, and put its Chengdu conversion plant and the completed portions of its Kemerton plant into care and maintenance.
The Company recently announced its decision to place Kemerton Train 1 into care and maintenance.
We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
Our brine extraction facilities are subject to extraction regulations within their specific jurisdictions.
In the Salar de Atacama, we have duly authorized brine extraction limits for our operations and, to ensure that we comply with all associated requirements and contractual commitments, we have imposed an early warning plan with regards to our extraction capacity, which impacts our pumping rates at the facilities.
We regularly monitor for any deviations from expected hydrological behavior in the Salar de Atacama that could impact protected environmental systems and have established thresholds for brine and groundwater levels.
If the measurements we obtain exceed such thresholds, our early warning plan is triggered, which results initially in increased monitoring and reporting and, if more severe, results in operational changes such as reducing brine extraction rates and can even result in halting extraction altogether, among other emergency measures.
To the extent that our early warning plan is triggered, we may be required to significantly reduce or halt our pumping rates, which could cause a significant decrease in the production of lithium.
In addition, the timing and
Regulations similar to REACH are also being considered and implemented in other countries where we do business, such as Korea, Japan, and the United Kingdom.
In September 2023, in connection with voluntary self-reporting of potential violations of the FCPA, we finalized agreements with the U.S. Department of Justice (“DOJ”) and the SEC pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest and agreed to certain ongoing compliance reporting obligations.
In April 2025, the Company concluded the non-prosecution agreement with the DOJ prior to the end of its term in recognition that the terms of the agreement had been satisfied.
Lithium prices began to rebound in the second half of 2025, but remain volatile and are well below peak levels.
In 2025, the Company also placed its Chengdu, China conversion plant into care and maintenance, and transferred its production to other processing facilities in China.
Similarly, in February 2026, the Company announced its decision to place Kemerton Train 1 into care and maintenance.
U.S. Such employment rights require us to work collaboratively to effect any changes to certain bargaining agreements or labor arrangements, particularly in the Netherlands, Germany and Chile.
In October 2025, we announced that we had reached a definitive agreement to divest the controlling ownership interest in our Refining Solutions business in a series of transactions that will result in the formation of a new joint venture, of which we will initially own 49% interest.
These transactions are expected to be completed in the first quarter of 2026, subject to customary closing conditions.
While we expect that our joint venture participant will fulfill its obligations in respect of this joint venture, contractual disputes could arise and our results of operations could be adversely affected if they do not.
Additionally, in 2025, Moody’s revised the outlook for the Company to negative.
In 2025, we entered into definitive agreements to divest our 50% ownership interest in Eurecat S.A., a joint venture within the Refining Solutions reporting unit, and to divest the controlling ownership interest in our remaining Refining Solutions business.
Based on the transaction prices in these agreements, we recorded a $181.1 million non-cash goodwill impairment charge in the third quarter of 2025, representing goodwill associated with the Refining Solutions reporting unit, and a separate long-lived asset impairment of $245.6 million in the fourth quarter of 2025 to reduce the carrying value of the Refining Solutions business to its fair value less cost to sell.
We will continue to operate the PCS business following these transactions.
When we determine a reintegration plan for the PCS business, this change in circumstances for the PCS business may indicate that the carrying value of PCS’s long-lived assets are not recoverable and may constitute a triggering event to test for impairment.
In addition, in February 2026, we announced the decision to put Kemerton Train 1 into care and maintenance.
We continue to assess actions to reduce costs, improve efficiency and explore strategic options to ensure a competitive operating structure.
For example, in July 2025, legislation commonly known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law.
Among other potential impacts, this bill included a number of tax provisions including extending existing provisions that were set to expire, substantive changes in international tax rules, and the repeal or phase outs of certain energy tax credits.
- We are subject to extensive foreign government regulation that can negatively impact our business.
- There is risk to the growth of lithium markets.
- Restrictive covenants in our debt instruments may adversely affect our business.
- We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to acquisitions.
Relating to anti-bribery prohibitions, in September 2023, we finalized agreements with regulatory agencies to resolve self-reported potential violations of the U.S. Foreign Corrupt Practices Act; see “*We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.*” below.
Additionally, we own four production facilities located in China, including the lithium conversion plant in Meishan, China, which began production in 2024.
Recently, Australia and China have improved relations and resolved trade disputes.
However, as we ship a significant portion of our lithium from Australia into China for further processing, any tensions or a regression in relations between the countries could have a material impact on our operations.
In December 2021, the United States adopted the Uyghur Forced Labor Prevention Act (“UFLPA”) which creates a rebuttable presumption that any goods, wares, articles, and merchandise mined, produced, or manufactured in whole or in part in the Xinjiang Uyghur Administrative Region of China or that are produced by certain entities are prohibited from importation into the United States and are not entitled to entry.
These import restrictions came into effect on June 21, 2022.
While we are not presently aware of any direct impacts these restrictions will have on its supply chain, the UFLPA may materially and negatively impact our ability to import the goods and products we rely on to manufacture our products and operate our business.
conditions within our industry.
As a result, we must commit substantial resources each year to research and development.
manufacture.
condition and results of operations, including, but not limited to, as a result of increased costs, reduced revenues, diversion of management attention, reputational harm, disruptions to our operations and other reasons.
For example, in 2021, we agreed to pay $665 million to settle claims related to a legacy Rockwood Holdings, Inc. (“Rockwood”) business sold to a third party prior to our acquisition of Rockwood in 2015.
In September 2023, following an internal investigation and voluntary self-reporting of potential violations of the FCPA, we finalized agreements with the U.S. Department of Justice (“DOJ”) and the SEC relative to improper payments made, prior to 2018, by third-party sales representatives of our Refining Solutions business (now Ketjen).
In connection with this resolution, we entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest.
We also agreed to certain ongoing compliance reporting obligations.
We are subject to extensive foreign government regulation that can negatively impact our business.
We are subject to government regulation in non-U.S. jurisdictions in which we conduct our business.
The requirements for compliance with these laws and regulations may be unclear or indeterminate and may involve significant costs, including additional capital expenditures or increased operating expenses, or require changes in business practice, in each case that could result in reduced profitability for our business.
Our having to comply with these foreign laws or regulations may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage of growth opportunities.
Determination of noncompliance can result in penalties or sanctions that could also adversely impact our operating results and financial condition.
products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.
There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable
There is risk to the growth of lithium markets.
As such, our business results inherently depend on decarbonization of the global economy.
To the extent that such development, adoption, decarbonization and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading “*The development of non-lithium battery technologies could adversely affect us,*” above, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.
For example, As a result of the decline in lithium market pricing, the Company recorded charges to reduce the value of certain finished goods and spodumene to their net realizable value, including a charge of $604.1 million during the year ended December 31, 2023.
The balance of these adjustments to inventories was $104.0 million as of December 31, 2024.
Following the Wodgina acquisition in 2019, the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into production in 2022.
For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.
Restrictive covenants in our debt instruments may adversely affect our business.
These covenants provide constraints on our financial flexibility.
The 2022 Credit Agreement requires the Company to maintain (i) a certain ratio of consolidated net funded debt (plus a proportionate amount of Windfield’s net funded debt) to Windfield-Adjusted EBITDA (as defined in the agreement) and (ii) a certain ratio of consolidated EBITDA to consolidated interest charges.
For example, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), enacted August 16, 2022, among other items, imposed a 15% alternative minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion and introduces or extends a number of tax credits to promote clean energy development.
As part of our business growth strategy, we have acquired businesses and entered into joint ventures in the past and intend to pursue acquisitions and joint venture opportunities in the future.
Our ability to implement this component of our growth strategy will be limited by our ability to identify appropriate acquisition or joint venture candidates and our financial
resources, including available cash and borrowing capacity.
An excerpt. Shown here: 40 of 89 rewritten, 40 of 73 added and 40 of 60 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
217 rewritten, 161 added, 172 removed, 541 unchanged
- the ability to apply for and obtain government funding to [removed: to] support new operations;
- future acquisition [removed: and divestiture] transactions, including the ability to successfully execute, operate and integrate acquisitions and [removed: divestitures and] incurring additional indebtedness;
- expected benefits and expenses related to our [removed: new] [added: ongoing and any future] operating structure and asset optimization activities;
- impacts of the [removed: situation] [added: situations] in the Middle [removed: East] [added: East, the tensions between China] and [added: Taiwan and] the military conflict between Russia and Ukraine, and the [added: related] global [removed: response to it;][added: responses;]
The following is a discussion and analysis of our results of operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and [removed: plant] [added: planet] will enable us to maintain a leading position in the industries in which we operate.
We continue to build upon our existing [removed: green solutions] portfolio and our ongoing mission to provide innovative, yet commercially viable, [removed: clean] energy products and services to the marketplace to contribute to our sustainability-based revenue.
We believe our disciplined cost reduction efforts and ongoing productivity improvements, among other factors, position us well to take advantage of strengthening economic conditions as they occur, while softening the negative impact of [removed: the current] challenging global economic [removed: environment.][added: environments.]
[removed: -] As part of the [added: above-mentioned] actions to optimize our cost structure and strengthen our financial flexibility, [added: over the past two years] we [removed: have] stopped construction of the Kemerton Trains 3 and [removed: 4.][added: 4, and put Kemerton Trains 1 and 2 and the Chengdu, China conversion facilities into care and maintenance.]
[removed: - We announced a new operating structure, effective November 1,] [added: In] 2024, [removed: that transitions] [added: we transitioned] from two core global business units [removed: - Energy Storage and Specialities -] to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
We [removed: will] continue to report results across [removed: its] [added: our] three existing operating [removed: segments:] [added: segments of] Energy Storage, Specialties and Ketjen.
This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the [removed: February 2024 amendment to our revolving, unsecured amended and restated] [added: Company’s] credit [added: agreement, which is a material] agreement [removed: dated October 28, 2022 (the “2022 Credit Agreement”).][added: for the Company.]
- We recorded net sales of [removed: $5.4] [added: $5.1] billion during [removed: 2024; grew] [added: 2025; driven by 9% year-over-year increase in] Energy Storage [removed: volumes by 19% year-over-year.][added: volume.]
In particular, we believe that the global market for lithium battery and energy storage, particularly for [removed: EVs,] [added: EVs and energy storage systems (“ESS”),] remains strong, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity.
The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as [added: trade policies and tariffs,] slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards.
Amidst these dynamics, and despite [removed: recent downward lithium] [added: ongoing] price [removed: pressure,] [added: volatility,] we believe our [added: long-term] business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio [removed: primarily] through pricing and product development, managing costs and delivering value to our customers and shareholders.
[removed: However,] [added: Beginning] in [removed: order] [added: 2024, we took proactive actions] to optimize our cost structure and strengthen our financial flexibility, [removed: we are taking proactive actions,] including certain restructuring activities and reducing planned capital expenditures.
[removed: At this time,] [added: In addition,] relating to the current situation in the Middle East, our business operations have continued as normal with some shipping and raw material delays.
Energy Storage: [removed: We expect] Energy Storage net sales and profitability [removed: to decrease year-over-year in 2025 as] [added: are strongly dependent on] lithium market [removed: prices] [added: prices, which] are [removed: at lower levels compared to 2024.][added: volatile.]
Because many of our contracts [removed: being] [added: are] index-referenced and variable-priced, our business is generally aligned with changes in market and index pricing.
As a result, increases or [removed: further] decreases in lithium market pricing could have a material impact on our results.
Global EV [added: and ESS] sales are expected to continue to increase over the prior year, driving continued demand for lithium batteries.
[removed: In addition, we expect to maintain] [added: including consumer and industrial electronics, offset by continued] strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.
[removed: On a longer-term basis, we] [added: We] believe increased global demand for transportation fuels, new refinery start-ups, ongoing adoption of cleaner fuels and the continuous growth in chemical derivatives from petroleum products will be the primary drivers of growth in [removed: our Ketjen business.][added: refining solutions.]
We expect our global effective tax rate will vary based on the [removed: locales] [added: locations] in which income is actually earned and remains subject to potential volatility from changing legislation in the United States, such as the [removed: Inflation Reduction Act and Pillar Two which became effective in early 2024,] [added: OBBBA,] and other tax jurisdictions.
[removed: In 2024, we took] [added: The Company’s restructuring] actions [removed: as] [added: that began in 2024 are] part of [removed: an] [added: a broader] effort [removed: that will focus] [added: focused] on preserving [removed: our] [added: its] world-class resource advantages, optimizing [removed: our] [added: its] global conversion network, improving [removed: our] [added: the Company’s] cost competitiveness and efficiency, reducing capital intensity and enhancing [removed: our] [added: the Company’s] financial flexibility.
Results for the year ended December 31, [removed: 2024] [added: 2025] include an actuarial [removed: gain] [added: loss] of [removed: $9.8] [added: $17.2] million [removed: ($7.5] [added: ($19.2] million after income taxes), as compared to a gain of [removed: $10.2] [added: $9.8] million [removed: ($8.3] [added: ($7.5] million after income taxes) for the year ended December 31, [removed: 2023.][added: 2024.]
[removed: With the exception of the segment results of operations for the change in definition of adjusted EBITDA, discussion] [added: Discussion] of our results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]
Comparison of [removed: 2024] [added: 2025] to [removed: 2023][added: 2024]
| *In thousands* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ Change | | | | | | % Change | | |
| [removed: •$5.6 billion] [added: •$615.5 million] decrease primarily attributable to lower lithium carbonate and hydroxide market pricing in Energy Storage [removed: •$1.4 billion] [added: •$368.6 million] increase attributable to higher sales [removed: volume, primarily] [added: volume] in [added: all of our businesses, driven primarily by] Energy Storage [removed: •$36.0] [added: •$12.3] million of [removed: unfavorable] [added: favorable] currency translation resulting from the [removed: stronger] [added: weaker] U.S. Dollar against various currencies | | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit margin | | | [removed: 1.2] [added: 13.0] | | % | | | | [removed: 12.3] [added: 1.2] | | % | | | | | | | | | | | | |
| [removed: •Unfavorable] [added: •Lower average input costs, driven by lower lithium market] pricing [removed: impacts primarily] [added: dynamics] in Energy [removed: Storage, including the recognition of gross profit on converted inventory originally purchased from the Windfield joint venture, that was sold to third-party customers.] [added: Storage.] The [removed: higher] [added: lower] cost of goods sold of [removed: inventory] [added: spodumene] purchased from Windfield is offset in the equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party [removed: customers. •Lower average input costs, including the impact of a $604.1 million charge recorded in 2023 (reduced to $104.0 million as of December 31, 2024) to reduce the value of certain finished goods and spodumene to their net realizable value following the decline] [added: customers •Higher sales volume] in [removed: lithium market pricing at the end] [added: all] of [removed: each year •Unfavorable] [added: our businesses, driven primarily by Energy Storage •Favorable] currency exchange impacts resulting from the [removed: stronger] [added: weaker] U.S. Dollar against various currencies [removed: •Higher sales volume in Energy Storage and decreased commission expenses in Chile resulting from lower pricing] | | | | | | | | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | | $ | [removed: 618,048] [added: 550,036] | | | | | $ | [removed: 910,002] [added: 618,048] | | | | | $ | [removed: (291,954)] [added: (68,012)] | | | | | [removed: (32)] [added: (11)] | | % |
| Percentage of Net sales | | | [removed: 11.5] [added: 10.7] | | % | | | | [removed: 9.5] [added: 11.5] | | % | | | | | | | | | | | | |
| Restructuring charges and asset write-offs | | | $ | [removed: 1,134,316] [added: 7,699] | | | | | $ | [removed: 9,491] [added: 1,134,316] | | | | | $ | [removed: 1,124,825] [added: (1,126,617)] | | | | | NM | | |
| Research and development expenses | | | $ | [removed: 86,720] [added: 51,398] | | | | | $ | [removed: 85,725] [added: 86,720] | | | | | $ | [removed: 995] [added: (35,322)] | | | | | [removed: 1] [added: (41)] | | % |
| Percentage of Net sales | | | [removed: 1.6] [added: 1.0] | | % | | | | [removed: 0.9] [added: 1.6] | | % | | | | | | | | | | | | |
| Interest and financing [removed: expenses | | | $ | (165,619) | | | | | $ | (116,072) | |] [added: expenses(a)] | | | [removed: $] [added: (207,651)] | [removed: (49,547)] | | | | | [removed: 43] [added: (165,619)] | | [removed: %] |
| Other income, net | | | $ | [removed: 178,339] [added: 22,662] | | | | | $ | [removed: 110,929] [added: 178,339] | | | | | $ | [removed: 67,410] [added: (155,677)] | | | | | [removed: 61] [added: (87)] | | % |
- the closing and timing of closing of our divestiture of the Refining Solutions business;
- our rights to use water and our usage of water, particularly with respect to our early warning plan at our facilities in Chile;
- changes in trade policies and tariffs;
- risks related to any divestiture or discontinuations of operating units or plants;
- the integration of AI technologies into our operations;
2025 Highlights
- In June 2025, the Company agreed to redeem the preferred equity of a W.R. Grace & Co. (“Grace”) subsidiary (originally issued as part of the proceeds from the sale of the fine chemistry services (“FCS”) business in 2021) for an aggregate value of $307.4 million, comprised of $288.0 million in cash received in June 2025 for the redemption and $19.4 million in cash previously received for tax liabilities.
- On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of its Refining Solutions business and will initially retain a 49% ownership interest upon completion of the transaction.
The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. In a separate transaction, on January 23, 2026, the Company completed the sale its 50% ownership interest in Eurecat S.A. (originally agreed to on October 23, 2025).
The Company expects the Refining Solutions business transaction to be completed in the first quarter of 2026, subject to customary closing conditions.
The PCS business will continue to be operated by the Company following these transactions.
- Cash flows from operations in 2025 were $1.3 billion, an increase of 86% from prior year.
- We published our 2024 Sustainability Report, *Values-Led, Purpose-Driven*, providing an update on our achievements in line with the Company’s sustainability goals.
Over the last three years, lithium index pricing dropped
significantly from its previous peak.
As part of continual efforts to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities and reducing planned capital expenditures.
As noted above, we expect to complete the divestiture of the refining solutions business, within the Ketjen segment, in the first quarter of 2026.
Although lithium index pricing began to rebound from low levels toward the end of 2025, it remains critical that the Company ensure an efficient operating model so we can compete and invest at every point of the cycle.
To ensure we remain competitive, we will continue considering on an ongoing basis additional measures to support operating efficiencies, financial flexibility and growth.
The Company continues to monitor the potential impact of tariffs proposed or imposed by the U.S. and internationally.
At this time we do not expect a material, direct impact to our financial statements from the tariffs announced to date.
The potential direct exposure of the Energy Storage segment to proposed or imposed tariffs is expected to be minimal as most of our China production is sold into China or other Asian countries, and some critical materials are fully or partially exempt from tariffs in their currently proposed form.
While there may be an impact to the Specialties and Ketjen businesses, we do not expect it to be material due to our global footprint and planned mitigation actions.
In July 2025, legislation commonly known as the “One Big Beautiful Bill Act” was signed into law.
Among other potential impacts, this bill included a number of tax provisions including extending existing provisions that were set to expire, substantive changes in international tax rules, and the repeal or phase outs of certain energy tax credits.
We are evaluating the impacts of this legislation on our financial statements.
If the average lithium pricing for 2026 is in line with current prices, we expect Energy Storage net sales and profitability to increase year-over-year.
We expect sales volume to be relatively flat compared to prior year as a result of continued strong integrated production, strong spodumene sales and maintaining lower inventory levels.
We also expect continued cost reduction efforts to drive additional profitability in 2026.
Production from the sites placed into care and maintenance has been transferred to other processing facilities.
In addition, we expect strong demand in the ESS market driven by competitive economics and desire for energy reliability.
ESS technology supports peak-demand, regulates grid frequency and voltage ,and provides back-up power as global data center growth drives increased electricity demands globally.
Specialties: We expect both net sales and profitability to be lower in 2026 year-over-year from lower pricing, notably in the Lithium Specialties business.
We expect volumes to be relatively flat based on reduced customer demand in certain markets,
Ketjen: On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of Ketjen’s Refining Solutions business and will initially retain a 49% ownership interest upon completion of the transaction.
The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. In a separate transaction, on January 23, 2026, the Company completed the sale of its 50% ownership interest in Eurecat S.A. The Company expects the Refining Solutions business transaction to be completed in the first quarter of 2026, subject to customary closing conditions.
The PCS business will continue to be operated by the Company following these transactions.
Following the divestitures, we will retain an investment in the refining solutions market.
| Net sales | | | $ | 5,142,733 | | | | | $ | 5,377,526 | | | | | $ | (234,793) | | | | | (4) | | % |
| Gross profit | | | $ | 668,719 | | | | | $ | 62,539 | | | | | $ | 606,180 | | | | | NM | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
2024 Highlights
- We announced a comprehensive review of our cost and operating structure to maintain a competitive position, unlock near-term cash flow, further generate long-term financial flexibility and drive long-term value creation.
This included a reduction of planned capital expenditures in 2024 to focus on significantly progressed, near completion and in startup projects, while deferring spending on certain projects.
In addition, we have put Kemerton Train 2 into care and maintenance.
Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts.
- We entered into a definitive agreement with the BMW Group to deliver battery-grade lithium to enable the automaker to pursue high-performance, premium electric vehicles.
This multi-year agreement, which takes effect in 2025, is one of the company’s largest ever globally by volume and value.
In addition to supplying the BMW Group with lithium hydroxide, the two companies will partner on technology for safer and more energy dense lithium-ion batteries.
- In March 2024, the Company raised net cash proceeds of $2.2 billion from the issuance of depositary shares, representing interests of the Company’s Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”).
The 2,300,000 shares of Mandatory Convertible Preferred Stock issued in respect of the depositary shares have a $1,000 per share liquidation preference.
- Effective January 1, 2024, we changed our definition of adjusted EBITDA for financial accounting and reporting purposes.
The updated definition includes our share of the pre-tax earnings of the Windfield joint venture, whereas the prior definition included our share of Windfield earnings net of tax.
This presentation more closely represents the materiality and financial contribution of the strategic investment in Windfield to the Company’s earnings, and more closely represents a measure of EBITDA.
- We proactively amended the 2022 Credit Agreement to modify the financial covenants through June 2026 given the market pricing of lithium.
The amended results of the modification (a) temporarily increase the maximum leverage ratio permitted by the covenant; (b) add an interest coverage ratio and temporarily decrease the minimum interest coverage ratio permitted by the covenant; and (c) adjust the calculation of the EBITDA and net debt components that form the basis of the calculation of the consolidated leverage ratio.
The amendments include certain other amendments to the 2022 Credit Agreement, including certain limitations on liens, subsidiary indebtedness, share repurchases and common dividends.
- We announced an innovative agreement with Martin Marietta Materials, Inc., a leading supplier of building materials, to make beneficial use of extracted limestone material from Albemarle’s proposed Kings Mountain Mine project.
This agreement is part of the Company’s plan to resume lithium mining operations at the Kings Mountain Mine in an environmentally and socially responsible manner, including opportunities to repurpose byproduct material and enhance the economic benefits for the surrounding community.
- We introduced a project plan and submitted several state and federal permit applications for the potential redevelopment of the Kings Mountain Mine, one of the few known hard-rock lithium deposits in the United States.
The plan includes the proposed site footprint, primary physical features and details of the mining processes.
Pending permitting approval and a final investment decision, the mine is anticipated to produce approximately 420,000 tons of lithium-bearing spodumene concentrate yearly, providing a crucial building block for sustainable transportation and to support key defense applications.
- We published our 2023 Sustainability Report, *All the Elements for a Better World*, detailing updates on sustainability strategy execution and the important progress made toward achieving our sustainability goals.
- In the third quarter of 2024, we increased our quarterly dividend for the 30th consecutive year, to $0.405 per share.
- Cash flows from operations in 2024 were $702.1 million.
During the course of 2023 and 2024, lithium index pricing dropped significantly.
As part of these actions, we announced a new operating structure, effective November 1, 2024, that transitions from two core global business units to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
We will continue to report results across our three existing operating segments of Energy Storage, Specialities and Ketjen.
If lithium index pricing trends further downward or remains at low levels for an extended time, we may need to take additional measures to support growth and financial flexibility, including further restructuring actions.
We do expect the lower pricing to be partially offset by higher sales volume driven primarily by additional capacity from La Negra, Chile, Meishan and Qinzhou, China.
The Meishan, China lithium conversion plant achieved first commercial sales during the second quarter of 2024.
We could record inventory valuation charges in 2025 if lithium prices continue to deteriorate during the projected period of conversion and sale.
While we ramp up our new capacity, we will continue to utilize tolling arrangements to meet growing customer demand.
As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, we have stopped construction of the Kemerton Trains 3 and 4.
Specialties: We expect both net sales and profitability to be higher in 2025 year-over-year as we recover from reduced customer demand in certain markets, including consumer and industrial electronics.
Ketjen: Total Ketjen results in 2025 are expected to increase year-over-year due to higher revenues.
The FCC market is expected to remain stable.
HPC demand is project-driven, based on the refineries taking turnarounds.
An excerpt. Shown here: 40 of 217 rewritten, 40 of 161 added and 40 of 172 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
9 rewritten, 1 added, 0 removed, 34 unchanged
[removed: The balance of the settled hedged foreign] currency forward contracts associated with the construction of Kemerton Trains 1 and 2 assets placed in service will be reclassified to earnings over the life of the related assets.
At December 31, [removed: 2024,] [added: 2025,] our financial instruments subject to foreign currency exchange risk primarily consisted of foreign currency forward contracts with an aggregate notional value of [removed: $6.9] [added: $2.4] billion and with a fair value representing a net liability position of [removed: $7.0] [added: $2.6] million.
We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of December 31, [removed: 2024,] [added: 2025,] with all other variables held constant.
A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in an increase of approximately [removed: $102.9] [added: $105.4] million in the fair value of our foreign currency forward contracts.
A 10% depreciation of the U.S. Dollar against these foreign currencies would result in a decrease of approximately [removed: $103.0] [added: $105.7] million in the fair value of our foreign currency forward contracts.
The sensitivity of the fair value of our foreign currency hedge portfolio represents changes in fair values estimated based on market conditions as of December 31, [removed: 2024,] [added: 2025,] without reflecting the effects of underlying anticipated transactions.
We had variable interest rate borrowings of [removed: $27.5] [added: $17.9] million and [removed: $650.2] [added: $27.5] million outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
These borrowings represented 1% [removed: and 15%] of total outstanding debt and bore average interest rates of [removed: 0.33%] [added: 1.40%] and [removed: 5.76%] [added: 0.33%] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
A hypothetical 100 basis point increase in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $0.3] [added: $0.2] million as of December 31, [removed: 2024.][added: 2025.]
The balance of the settled hedged foreign
Item 1. Business.
36 rewritten, 16 added, 20 removed, 197 unchanged
As of December 31, [removed: 2024,] [added: 2025,] we served approximately 1,900 customers in approximately 70 countries.
During [removed: 2024,] [added: 2025,] we managed and reported our operations under three reportable segments: Energy Storage, Specialties and Ketjen.
Lithium is a key component in products and processes used in a variety of applications and industries, which include lithium batteries used in consumer electronics and electric vehicles, power grids and solar panels, high performance [removed: greases,] [added: greases and] specialty glass used in consumer appliances and electronics, [removed: organic synthesis processes in the areas of steroid chemistry and vitamins, various life science applications, as well as intermediates in the pharmaceutical industry,] among other applications.
[removed: In addition to developing and supplying] [added: Our] lithium [removed: compounds, we provide] [added: specialties business also provides] technical services, including the handling and use of reactive lithium products.
Major competitors in lithium compounds include Sociedad Quimica y Minera de Chile S.A., Sichuan Tianqi Lithium, Jiangxi Ganfeng Lithium, Rio Tinto plc, Pilbara Minerals, [removed: Arcadium Lithium,] Tesla and a large number of additional Chinese companies.
Our most significant competitors are Lanxess AG, Israel Chemicals Ltd and [removed: Arcadium Lithium,] [added: Rio Tinto,] as well as producers in India and China.
Our three main product lines in this segment are (i) Clean Fuels Technologies (“CFT”), which is primarily composed of hydroprocessing catalysts (“HPC”) together with isomerization and alkylation catalysts; (ii) fluidized catalytic cracking (“FCC”) catalysts and additives; and (iii) performance catalyst solutions (“PCS”), which is primarily composed of [removed: organometallics and curatives.]
We [removed: believe providing an inclusive] [added: endeavor to provide a] workplace [added: that] facilitates opportunities for innovation, fosters good decision-making practices, and promotes employee engagement and high productivity across our organization.
As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 8,300] [added: 7,800] employees, including employees of our consolidated joint ventures, of whom [removed: 3,300,] [added: 3,100,] or [removed: 39%,] [added: 40%,] are employed in the U.S. and the Americas; [removed: 2,900,] [added: 2,600,] or [removed: 35%,] [added: 33%,] are employed in Asia Pacific; 1,500, or 19%, are employed in Europe; and 600, or [removed: 7%,] [added: 8%,] are employed in the Middle East or other areas.
Approximately [removed: 28%] [added: 26%] of these employees are represented by unions or works councils.
The health and safety of our employees is a [removed: part of our] core [removed: values] [added: value] at Albemarle and is integral to how we conduct business.
Our internal incident and issues management system gives all employees the ability to report incidents anonymously without fear of retaliation, and allow us to be more proactive in developing safety programs that address at-risk conditions or [removed: behaviors,] [added: behaviors] which could lead to an incident.
We [removed: also] include health and safety metrics in our annual incentive [removed: plan to further incentivize our employees’ commitment to safety.]
[added: In 2025, we maintained] our Occupational Safety and Health Act (“OSHA”) occupational injury and illness incident rate of [removed: 0.13] [added: 0.16] for our employees and nested contractors, compared to [removed: 0.14] [added: 0.13] in [removed: 2023.][added: 2024.]
We [removed: also] provide leadership development through performance coaching, comprehensive feedback, plant training including health, safety and environmental topics, and experiential development and mentoring.
We [removed: also] invest in our people through enhanced training and development opportunities and by seeking to foster [removed: an equitable workplace and an inclusive] [added: a] culture that enables employees to feel a sense of belonging and reach their full potential.
We have measured [added: strong] employee engagement through an empowerment survey, which tracks job satisfaction and how likely an employee is to recommend Albemarle to people they know.
In addition, we are committed to empowering and supporting the next generation of talent in their career development by engaging in various initiatives to attract [removed: people from all backgrounds] [added: qualified candidates] to our internship, co-op and rotational development programs.
The Executive Compensation and Talent Development Committee of the Board has the overall responsibility of evaluating the performance of the CEO and approving the compensation structure for senior [removed: management and other key employees.][added: management.]
We develop holistic [removed: inclusion and belonging] initiatives to foster a values-driven workplace where all individuals feel a sense of belonging as they grow in their professions.
We continue to pursue strategies and partnerships to attract highly qualified applicants from all [removed: backgrounds, offer cross-cultural learning sessions for our employees,] [added: backgrounds] and assess promotion, retention, and turnover data to identify potential opportunities for greater inclusion efforts.
We [removed: also] perform an annual review of our pay practices to ensure that they are fair and equitable.
Human [removed: Rights][added: Rights and Labor Practice]
This program emphasizes creative strategies to improve and strengthen strategic customer relationships with emphasis on creating [added: value for customers and promoting post-sale service.]
As of December 31, [removed: 2024,] [added: 2025,] we owned more than [removed: 1,650] [added: 1,500] active patents and more than [removed: 400] [added: 750] pending patent applications in key strategic markets worldwide.
Our business is subject to a broad array of employee health and safety laws and regulations, including those under the [removed: OSHA.][added: OSHA (see OSHA occupational injury and illness incident rate above).]
We are subject to numerous foreign, federal, state and local environmental laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes [removed: and the cleanup of contaminated properties.]
[removed: The growing concerns] [added: Concerns] about climate change and the related [removed: increasingly stringent] regulations may provide us with new or expanded business opportunities.
We provide solutions to companies pursuing alternative [removed: fuel products and technologies (such as renewable fuels), pollution control technologies (including mercury emissions), alternative] transportation vehicles and energy storage technologies and other similar solutions.
[removed: As] [added: In connection with the] demand for, and legislation mandating or incentivizing the use of, alternative [removed: fuel] technologies that limit or eliminate greenhouse gas [removed: emissions increase,] [added: emissions,] we continue to monitor the market and offer solutions where we have appropriate technology and believe we are well positioned to take advantage of opportunities that may arise from such demand or legislation.
[removed: In addition to potential business opportunities, we] [added: We] acknowledge our responsibility to address the impact of our operations on the environment.
We [removed: are investing] [added: invest] in technology and people to reduce energy consumption, greenhouse gas emissions and air emissions.
We have established greenhouse gas emission targets for each of our businesses, including reducing the scope 1 and 2 carbon-intensity of our Specialties and Ketjen [removed: businesses] [added: segments] by 35% by 2030 (from a 2019 baseline), and growing our Energy Storage [removed: business] [added: segment] in a carbon-intensity neutral manner through 2030.
[added: Our natural] resource management includes mineral resource transparency with local communities, governments, regulators and other key stakeholders, as well as leveraging industry best practices in lithium production for the assurance of responsible mining.
We attempt to maximize the recovery of our extracted minerals and recycle or reuse [removed: by-products] [added: co-products] where possible.
On October 18, 2023, the Company closed on the restructuring of the MARBL joint venture with Mineral Resources Limited [removed: (“MRL”).][added: (“MRL”), whereby Albemarle acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture.]
On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of Ketjen’s Refining Solutions business to ChemCat AcquisitionCo, LLC and contribute the remaining ownership interest to ChemCat Holdings, LP, a newly formed limited partnership (“Holdco”).
The Refining Solutions business being divested and contributed is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. In a separate transaction, on January 23, 2026, the Company completed the sale of its 50% ownership interest in Eurecat S.A., a joint venture included in the Ketjen segment, to Axens SA.
Following the completion of these transactions, the Company will retain the PCS business and common units of Holdco initially representing a 49% interest.
We expect the Refining Solutions transaction to be completed in the first quarter of 2026, subject to customary closing conditions.
Upon completion of this transaction, we do not expect the retained business activity within the Ketjen segment to meet the criteria for a separate reportable segment.
Our lithium specialties business are used in a variety of applications and industries including organic synthesis processes in the areas of steroid chemistry and vitamins, various life science applications, as well as intermediates in the pharmaceutical industry, among other applications.
We plan to continue to focus on the development of new products and applications.
organometallics and curatives.
Following completion of the divestiture transactions noted previously, the Company will retain the PCS business and a 49% ownership interest in Holdco, a refining solutions joint venture.
plan to further incentivize our employees’ commitment to safety.
and the cleanup of contaminated properties.
On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of Ketjen’s Refining Solutions business to ChemCat AcquisitionCo, LLC.
The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. (which the Company divested in a separate transaction as described below).
Following the completion of the transactions contemplated in the definitive agreement (collectively, the “Refining Solutions Business Transaction”), the Company will receive an estimated $536 million in cash and will own 49% of the common units of Holdco.
The Company expects the Refining Solutions Business Transaction to be completed in the first quarter of 2026, subject to customary closing conditions.
In a separate transaction, on January 23, 2026, the Company completed the sale of its 50% ownership interest in Eurecat S.A., a joint venture included in the Refining Solutions reporting unit, for €105 million (approximately $123 million using foreign exchange rates on the closing date) in cash, to Axens SA.
Effective November 1, 2024, we transitioned our operating structure from two core global business units - Energy Storage and Specialties - to a fully integrated functional model designed to increase agility, deliver significant cost savings and maintain long-term competitiveness.
In addition, our Ketjen business continues to be operated under a separate, wholly-owned subsidiary.
We will continue to report results across three existing operating segments: Energy Storage, Specialties and Ketjen.
There were more than 700 refineries world-wide as of December 31, 2024.
We expect to continue to see some less profitable, typically smaller, refineries shutting down and, over the long-term, being replaced by larger scale and more complex refineries, with growth concentrated in the Middle East, India and South-East Asia.
Advances in sustainable aviation fuels, petroleum products and renewable diesel are expected to continue.
We estimate that there are currently approximately 600 FCC units being operated globally, each of which requires a constant supply of FCC catalysts.
In addition, we estimate that there are approximately 4,000 HPC units being operated globally, each of which typically requires replacement HPC catalysts once every one to four years.
In 2024, we maintained
In addition, we have established employee resource groups, known as Connect groups, to promote an atmosphere of inclusion and encouragement in which every employee’s voice can be heard.
These Connect groups provide opportunities for employees to share their backgrounds and experiences, and to use them to benefit others through mentoring and volunteering in the local community, among other activities.
value for customers and promoting post-sale service.
We finished 2024 with an OSHA occupational injury and illness incident rate of 0.13 for Albemarle employees and nested contractors, compared to 0.14 in 2023.
Albemarle supports the goals of the Paris Agreement to avoid climate change by limiting global warming.
Our ambition is to achieve net-zero carbon emissions by 2050.
Our natural
Under the amended agreements, Albemarle acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture.
On October 25, 2022, the Company completed the acquisition of all of the outstanding equity of Guangxi Tianyuan New Energy Materials Co., Ltd. (“Qinzhou”), for approximately $200 million in cash.
Qinzhou’s operations include a recently constructed lithium processing plant strategically positioned near the Port of Qinzhou in Guangxi, which began commercial production in the first half of 2022.
The plant has a designed annual conversion capacity of up to 25,000 metric tons of lithium carbonate equivalent (“LCE”) and produces battery-grade lithium carbonate and lithium hydroxide.
Cover and table of contents
29 rewritten, 5 added, 5 removed, 97 unchanged
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 to be filed with the U.S. Securities and Exchange Commission 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.
Year Ended December 31, [removed: 2024][added: 2025]
| [Item [removed: 1.](#if9a85863bed24a36a20f32f70250589c_13)] [added: 1.](#ief1deb26d12e4ee0af7ee98080dc94ea_13)] | | | [removed: [Business](#if9a85863bed24a36a20f32f70250589c_13)] [added: [Business](#ief1deb26d12e4ee0af7ee98080dc94ea_13)] | | | [removed: [3](#if9a85863bed24a36a20f32f70250589c_13)] [added: [3](#ief1deb26d12e4ee0af7ee98080dc94ea_13)] | | |
| [Item [removed: 1A.](#if9a85863bed24a36a20f32f70250589c_16)] [added: 1A.](#ief1deb26d12e4ee0af7ee98080dc94ea_16)] | | | [Risk [removed: Factors](#if9a85863bed24a36a20f32f70250589c_16)] [added: Factors](#ief1deb26d12e4ee0af7ee98080dc94ea_16)] | | | [removed: [9](#if9a85863bed24a36a20f32f70250589c_16)] [added: [9](#ief1deb26d12e4ee0af7ee98080dc94ea_16)] | | |
| [Item [removed: 1B.](#if9a85863bed24a36a20f32f70250589c_19)] [added: 1B.](#ief1deb26d12e4ee0af7ee98080dc94ea_19)] | | | [Unresolved Staff [removed: Comments](#if9a85863bed24a36a20f32f70250589c_19)] [added: Comments](#ief1deb26d12e4ee0af7ee98080dc94ea_19)] | | | [removed: [30](#if9a85863bed24a36a20f32f70250589c_19)] [added: [30](#ief1deb26d12e4ee0af7ee98080dc94ea_19)] | | |
| [Item [removed: 1C.](#if9a85863bed24a36a20f32f70250589c_22)] [added: 1C.](#ief1deb26d12e4ee0af7ee98080dc94ea_22)] | | | [removed: [Cybersecurity](#if9a85863bed24a36a20f32f70250589c_22)] [added: [Cybersecurity](#ief1deb26d12e4ee0af7ee98080dc94ea_22)] | | | [removed: [30](#if9a85863bed24a36a20f32f70250589c_22)] [added: [31](#ief1deb26d12e4ee0af7ee98080dc94ea_22)] | | |
| [Item [removed: 2.](#if9a85863bed24a36a20f32f70250589c_25)] [added: 2.](#ief1deb26d12e4ee0af7ee98080dc94ea_25)] | | | [removed: [Properties](#if9a85863bed24a36a20f32f70250589c_25)] [added: [Properties](#ief1deb26d12e4ee0af7ee98080dc94ea_25)] | | | [removed: [31](#if9a85863bed24a36a20f32f70250589c_25)] [added: [32](#ief1deb26d12e4ee0af7ee98080dc94ea_25)] | | |
| [Item [removed: 3.](#if9a85863bed24a36a20f32f70250589c_28)] [added: 3.](#ief1deb26d12e4ee0af7ee98080dc94ea_28)] | | | [Legal [removed: Proceedings](#if9a85863bed24a36a20f32f70250589c_28)] [added: Proceedings](#ief1deb26d12e4ee0af7ee98080dc94ea_28)] | | | [removed: [54](#if9a85863bed24a36a20f32f70250589c_28)] [added: [54](#ief1deb26d12e4ee0af7ee98080dc94ea_28)] | | |
| [Item [removed: 4.](#if9a85863bed24a36a20f32f70250589c_31)] [added: 4.](#ief1deb26d12e4ee0af7ee98080dc94ea_31)] | | | [Mine Safety [removed: Disclosures](#if9a85863bed24a36a20f32f70250589c_31)] [added: Disclosures](#ief1deb26d12e4ee0af7ee98080dc94ea_31)] | | | [removed: [54](#if9a85863bed24a36a20f32f70250589c_31)] [added: [54](#ief1deb26d12e4ee0af7ee98080dc94ea_31)] | | |
| | | | [Executive Officers of the [removed: Registrant](#if9a85863bed24a36a20f32f70250589c_34)] [added: Registrant](#ief1deb26d12e4ee0af7ee98080dc94ea_34)] | | | [removed: [55](#if9a85863bed24a36a20f32f70250589c_34)] [added: [54](#ief1deb26d12e4ee0af7ee98080dc94ea_34)] | | |
| [Item [removed: 5.](#if9a85863bed24a36a20f32f70250589c_40)] [added: 5.](#ief1deb26d12e4ee0af7ee98080dc94ea_40)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if9a85863bed24a36a20f32f70250589c_40)] [added: Securities](#ief1deb26d12e4ee0af7ee98080dc94ea_40)] | | | [removed: [56](#if9a85863bed24a36a20f32f70250589c_40)] [added: [56](#ief1deb26d12e4ee0af7ee98080dc94ea_40)] | | |
| [Item [removed: 6.](#if9a85863bed24a36a20f32f70250589c_43)] [added: 6.](#ief1deb26d12e4ee0af7ee98080dc94ea_43)] | | | [removed: [\[Reserved\]](#if9a85863bed24a36a20f32f70250589c_43)] [added: [\[Reserved\]](#ief1deb26d12e4ee0af7ee98080dc94ea_43)] | | | [removed: [57](#if9a85863bed24a36a20f32f70250589c_43)] [added: [57](#ief1deb26d12e4ee0af7ee98080dc94ea_43)] | | |
| [Item [removed: 7.](#if9a85863bed24a36a20f32f70250589c_46)] [added: 7.](#ief1deb26d12e4ee0af7ee98080dc94ea_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if9a85863bed24a36a20f32f70250589c_46)] [added: Operations](#ief1deb26d12e4ee0af7ee98080dc94ea_46)] | | | [removed: [57](#if9a85863bed24a36a20f32f70250589c_46)] [added: [57](#ief1deb26d12e4ee0af7ee98080dc94ea_46)] | | |
| [Item [removed: 7A.](#if9a85863bed24a36a20f32f70250589c_79)] [added: 7A.](#ief1deb26d12e4ee0af7ee98080dc94ea_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if9a85863bed24a36a20f32f70250589c_79)] [added: Risk](#ief1deb26d12e4ee0af7ee98080dc94ea_79)] | | | [removed: [84](#if9a85863bed24a36a20f32f70250589c_79)] [added: [83](#ief1deb26d12e4ee0af7ee98080dc94ea_79)] | | |
| [Item [removed: 8.](#if9a85863bed24a36a20f32f70250589c_82)] [added: 8.](#ief1deb26d12e4ee0af7ee98080dc94ea_82)] | | | [Financial Statements and Supplementary [removed: Data](#if9a85863bed24a36a20f32f70250589c_82)] [added: Data](#ief1deb26d12e4ee0af7ee98080dc94ea_82)] | | | [removed: [86](#if9a85863bed24a36a20f32f70250589c_82)] [added: [85](#ief1deb26d12e4ee0af7ee98080dc94ea_82)] | | |
| [Item [removed: 9.](#if9a85863bed24a36a20f32f70250589c_184)] [added: 9.](#ief1deb26d12e4ee0af7ee98080dc94ea_187)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if9a85863bed24a36a20f32f70250589c_184)] [added: Disclosure](#ief1deb26d12e4ee0af7ee98080dc94ea_187)] | | | [removed: [143](#if9a85863bed24a36a20f32f70250589c_184)] [added: [144](#ief1deb26d12e4ee0af7ee98080dc94ea_187)] | | |
| [Item [removed: 9A.](#if9a85863bed24a36a20f32f70250589c_187)] [added: 9A.](#ief1deb26d12e4ee0af7ee98080dc94ea_190)] | | | [Controls and [removed: Procedures](#if9a85863bed24a36a20f32f70250589c_187)] [added: Procedures](#ief1deb26d12e4ee0af7ee98080dc94ea_190)] | | | [removed: [143](#if9a85863bed24a36a20f32f70250589c_187)] [added: [144](#ief1deb26d12e4ee0af7ee98080dc94ea_190)] | | |
| [Item [removed: 9B.](#if9a85863bed24a36a20f32f70250589c_190)] [added: 9B.](#ief1deb26d12e4ee0af7ee98080dc94ea_193)] | | | [Other [removed: Information](#if9a85863bed24a36a20f32f70250589c_190)] [added: Information](#ief1deb26d12e4ee0af7ee98080dc94ea_193)] | | | [removed: [143](#if9a85863bed24a36a20f32f70250589c_190)] [added: [145](#ief1deb26d12e4ee0af7ee98080dc94ea_193)] | | |
| [Item [removed: 9C.](#if9a85863bed24a36a20f32f70250589c_193)] [added: 9C.](#ief1deb26d12e4ee0af7ee98080dc94ea_196)] | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#if9a85863bed24a36a20f32f70250589c_193)] [added: Inspections](#ief1deb26d12e4ee0af7ee98080dc94ea_196)] | | | [removed: [143](#if9a85863bed24a36a20f32f70250589c_193)] [added: [145](#ief1deb26d12e4ee0af7ee98080dc94ea_196)] | | |
| [Item [removed: 10.](#if9a85863bed24a36a20f32f70250589c_199)] [added: 10.](#ief1deb26d12e4ee0af7ee98080dc94ea_202)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if9a85863bed24a36a20f32f70250589c_199)] [added: Governance](#ief1deb26d12e4ee0af7ee98080dc94ea_202)] | | | [removed: [144](#if9a85863bed24a36a20f32f70250589c_199)] [added: [145](#ief1deb26d12e4ee0af7ee98080dc94ea_202)] | | |
| [Item [removed: 11.](#if9a85863bed24a36a20f32f70250589c_202)] [added: 11.](#ief1deb26d12e4ee0af7ee98080dc94ea_205)] | | | [Executive [removed: Compensation](#if9a85863bed24a36a20f32f70250589c_202)] [added: Compensation](#ief1deb26d12e4ee0af7ee98080dc94ea_205)] | | | [removed: [144](#if9a85863bed24a36a20f32f70250589c_202)] [added: [146](#ief1deb26d12e4ee0af7ee98080dc94ea_205)] | | |
| [Item [removed: 12.](#if9a85863bed24a36a20f32f70250589c_205)] [added: 12.](#ief1deb26d12e4ee0af7ee98080dc94ea_208)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if9a85863bed24a36a20f32f70250589c_205)] [added: Matters](#ief1deb26d12e4ee0af7ee98080dc94ea_208)] | | | [removed: [144](#if9a85863bed24a36a20f32f70250589c_205)] [added: [146](#ief1deb26d12e4ee0af7ee98080dc94ea_208)] | | |
| [Item [removed: 13.](#if9a85863bed24a36a20f32f70250589c_208)] [added: 13.](#ief1deb26d12e4ee0af7ee98080dc94ea_211)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if9a85863bed24a36a20f32f70250589c_208)] [added: Independence](#ief1deb26d12e4ee0af7ee98080dc94ea_211)] | | | [removed: [144](#if9a85863bed24a36a20f32f70250589c_208)] [added: [146](#ief1deb26d12e4ee0af7ee98080dc94ea_211)] | | |
| [Item [removed: 14.](#if9a85863bed24a36a20f32f70250589c_211)] [added: 14.](#ief1deb26d12e4ee0af7ee98080dc94ea_214)] | | | [Principal Accountant Fees and [removed: Services](#if9a85863bed24a36a20f32f70250589c_211)] [added: Services](#ief1deb26d12e4ee0af7ee98080dc94ea_214)] | | | [removed: [144](#if9a85863bed24a36a20f32f70250589c_211)] [added: [146](#ief1deb26d12e4ee0af7ee98080dc94ea_214)] | | |
| [Item [removed: 15.](#if9a85863bed24a36a20f32f70250589c_217)] [added: 15.](#ief1deb26d12e4ee0af7ee98080dc94ea_220)] | | | [Exhibits and Financial Statement [removed: Schedules](#if9a85863bed24a36a20f32f70250589c_217)] [added: Schedules](#ief1deb26d12e4ee0af7ee98080dc94ea_220)] | | | [removed: [145](#if9a85863bed24a36a20f32f70250589c_217)] [added: [146](#ief1deb26d12e4ee0af7ee98080dc94ea_220)] | | |
| [Item [removed: 16.](#if9a85863bed24a36a20f32f70250589c_220)] [added: 16.](#ief1deb26d12e4ee0af7ee98080dc94ea_223)] | | | [Form 10-K [removed: Summary](#if9a85863bed24a36a20f32f70250589c_220)] [added: Summary](#ief1deb26d12e4ee0af7ee98080dc94ea_223)] | | | [removed: [151](#if9a85863bed24a36a20f32f70250589c_220)] [added: [153](#ief1deb26d12e4ee0af7ee98080dc94ea_223)] | | |
| [PART I](#ief1deb26d12e4ee0af7ee98080dc94ea_10) | | | | | | | | |
| [PART II](#ief1deb26d12e4ee0af7ee98080dc94ea_37) | | | | | | | | |
| [PART III](#ief1deb26d12e4ee0af7ee98080dc94ea_199) | | | | | | | | |
| [PART IV](#ief1deb26d12e4ee0af7ee98080dc94ea_217) | | | | | | | | |
| | | | [Signatures](#ief1deb26d12e4ee0af7ee98080dc94ea_226) | | | [154](#ief1deb26d12e4ee0af7ee98080dc94ea_226) | | |
| [PART I](#if9a85863bed24a36a20f32f70250589c_10) | | | | | | | | |
| [PART II](#if9a85863bed24a36a20f32f70250589c_37) | | | | | | | | |
| [PART III](#if9a85863bed24a36a20f32f70250589c_196) | | | | | | | | |
| [PART IV](#if9a85863bed24a36a20f32f70250589c_214) | | | | | | | | |
| | | | [Signatures](#if9a85863bed24a36a20f32f70250589c_223) | | | [152](#if9a85863bed24a36a20f32f70250589c_223) | | |
Item 1B. Unresolved Staff Comments.
0 rewritten, 4 added, 0 removed, 3 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| | | | | | | | | |
Item 1C. Cybersecurity.
3 rewritten, 3 added, 0 removed, 35 unchanged
We have implemented a comprehensive cybersecurity program based on the National Institute of Standards and Technology [added: (“NIST”)] Cybersecurity Framework (“CSF”).
This includes a security operations center and cybersecurity analysts who provide 24/7 network [removed: monitoring.][added: monitoring supported by an in-house incident response team.]
[removed: These individuals would participate in a] special event management plan activation meeting to gain an understanding as to how the incident was detected and analysis of the incident.
We have implemented a global AI policy to govern AI development, deployment, and monitoring, which is aligned with both NIST AI risk management and applicable legal standards.
We also maintain cybersecurity insurance consistent with industry practice.
These individuals would participate in a
Item 2. Properties.
166 rewritten, 57 added, 45 removed, 629 unchanged
We and our affiliates also operate regional [removed: sales] [added: sales, technology] and administrative offices in various locations throughout the world, which are generally leased.
During [removed: 2024,] [added: 2025,] the Company’s manufacturing plants operated at approximately [removed: 78%] [added: 81%] capacity, in the aggregate.
| Chengdu, [removed: China] [added: China(a)] | | | | | | | | | | | | Production of technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| Greenbushes, [removed: Australia(a)] [added: Australia(b)] | | | | | | | | | | | | Production of lithium spodumene minerals and lithium concentrate | | | | | | [removed: Owned(c)] [added: Owned(e)] | | |
| Kemerton, [removed: Australia] [added: Australia(c)] | | | | | | | | | | | | Production of technical and battery-grade lithium hydroxide | | | | | | Owned | | |
| Salar de Atacama, [removed: Chile(a)] [added: Chile(b)] | | | | | | | | | | | | Production of lithium brine and potash | | | | | | [removed: Owned(d)] [added: Owned(f)] | | |
| Silver Peak, [removed: NV(a)] [added: NV(b)] | | | | | | | | | | | | Production of lithium brine, technical-grade lithium carbonate and lithium hydroxide | | | | | | Owned | | |
| Wodgina, [removed: Australia(a)] [added: Australia(b)] | | | | | | | | | | | | Production of lithium spodumene minerals and lithium concentrate | | | | | | Owned and [removed: leased(c)] [added: leased(e)] | | |
| Magnolia, [removed: AR(a)] [added: AR(b)] | | | | | | | | | | | | Production of fire safety solutions, bromine, inorganic bromides, agricultural intermediates and tertiary amines | | | | | | Owned | | |
| Safi, [removed: Jordan(a)] [added: Jordan(b)] | | | | | | | | | | | | Production of bromine and derivatives and fire safety solutions | | | | | | Owned and [removed: leased(c)] [added: leased(e)] | | |
| [removed: Ketjen(b)] [added: Ketjen(d)] | | | | | | | | | | | | | | | | | | | | |
| Niihama, Japan | | | | | | | | | | | | Production of refinery catalysts | | | | | | [removed: Leased(c)] [added: Leased(e)] | | |
| Santa Cruz, Brazil | | | | | | | | | | | | Production of catalysts, research and product development activities | | | | | | [removed: Owned(c)] [added: Owned(e)] | | |
[removed: (a)] [added: (b)] See below for further discussion of these significant mineral extraction facilities.
[removed: (b)] Immaterial production facilities owned by unconsolidated joint ventures are not listed.
[removed: (c)] [added: (e)] Owned or leased by joint venture.
[removed: (d)] [added: (f)] Ownership will revert to the Chilean government once we have sold all remaining amounts under our contract with the Chilean government pursuant to which we obtain lithium brine in Chile.
It cannot be assumed that all or any part of an inferred mineral resource [removed: will ever be upgraded to a higher category.]
See risk factor - “Our inability to [removed: acquire or] develop [removed: additional] [added: lithium or bromine] reserves that are economically viable could have a material adverse effect on our future profitability,” in Item 1A.
][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591326000018/alb-20251231_g1.jpg)]
At December 31, [removed: 2024,] [added: 2025,] we had the following mineral extraction sites:
Amounts represent Albemarle’s attributable portion based on ownership percentages noted above and are shown in thousands of metric tonnes of [removed: lithium metal and bromine production.]
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Greenbushes(b) | | | 19 | | | | | | [removed: 21] [added: 19] | | | | | | [removed: 19] [added: 21] | | |
| Wodgina(c) | | | [removed: 6] [added: 8] | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 3] [added: 7] | | |
| Salar de Atacama(d) | | | [removed: 13] [added: 14] | | | | | | [removed: 10] [added: 13] | | | | | | 10 | | |
| Total lithium metal | | | [removed: 39] [added: 42] | | | | | | 39 | | | | | | [removed: 33] [added: 39] | | |
| Safi(e)(f) | | | [removed: 56] [added: 57] | | | | | | [removed: 58] [added: 56] | | | | | | [removed: 60] [added: 58] | | |
| Magnolia, AR(g) | | | [removed: 65] [added: 69] | | | | | | [removed: 82] [added: 65] | | | | | | [removed: 73] [added: 65] | | |
| Total bromine | | | [removed: 121] [added: 126] | | | | | | [removed: 140] [added: 121] | | | | | | [removed: 133] [added: 123] | | |
Conversion to [removed: LCE] [added: lithium carbonate equivalent (“LCE”)] is 0.1878 metric tonne of lithium metal to 1 metric tonne of LCE.
[added: (c)] Production amounts presented from Wodgina represent 60% of production of the Wodgina mine which is attributable to the Company’s interest in the MARBL joint venture until October 18, 2023, when we reduced our ownership percentage to 50% following the restructuring of the MARBL joint venture with MRL.
The following table provides a summary of our mineral resources, exclusive of reserves, at December 31, [removed: 2024.][added: 2025.]
As such, there are no specific resources owned by JBC, but Albemarle’s joint venture partner, Arab Potash Company (“APC”) has exclusive rights granted by the Hashemite [added: Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals.]
The measured resource of bromide ion attributable to Albemarle’s 50% interest in its JBC joint venture is estimated to be approximately [removed: 173.93] [added: 162.43] million metric tonnes.
JBC is extracting approximately [removed: 1] [added: one] percent of the bromine available in Jordan’s share of the Dead Sea.
Bromide concentration in the Dead Sea is estimated to average [removed: approximately 5,037] [added: 5,000] parts per million (“ppm”).
The following table provides a summary of our mineral reserves at December 31, [removed: 2024.][added: 2025.]
The relevant technical information supporting mineral reserves for each material property is included in the “Material Individual Properties” section below, as well as [removed: the] in the technical report summaries referenced in Exhibits 96.1 to 96.6 to this report.
| Wodgina(b) | | | — | | | | | | — | | | | | | [removed: 55,950] [added: 51,100] | | | | | | 1.3% | | | | | | [removed: 55,950] [added: 51,100] | | | | | | 1.3% | | |
| | | | | | | | | | | | | | | | | | | | | |
(a) The Chengdu, China conversion facility was placed into care and maintenance during 2025.
(c) Following the February 2026 announcement that Kemerton Train 1 will be placed into care and maintenance, both of the constructed trains of the Kemerton plant will be in care and maintenance.
(d) With the exception of the Pasadena, TX site, the Ketjen sites listed are expected to be included in the Refining Solutions Business Transaction noted in Item 1.
Business.
will ever be upgraded to a higher category.
lithium metal and bromine production.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 62,500 | | | | | | 1.2% | | | | | | 62,500 | | | | | | 1.2% | | | | | | 43,100 | | | | | | 1.6% | | |
| Wodgina(b) | | | — | | | | | | — | | | | | | 23,600 | | | | | | 1.0% | | | | | | 23,600 | | | | | | 1.0% | | | | | | 15,100 | | | | | | 1.3% | | |
| Salar de Atacama | | | 732 | | | | | | 2,255 | | | | | | 691 | | | | | | 2,042 | | | | | | 1,422 | | | | | | 2,146 | | | | | | 146 | | | | | | 1,785 | | |
The measured resource of bromide ion attributable to Albemarle’s 50% interest in its JBC joint venture is estimated to be 162.43 million metric tonnes.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 79,800 | | | | | | 1.9% | | | | | | 79,800 | | | | | | 1.9% | | |
| Salar de Atacama | | | 188 | | | | | | 2,643 | | | | | | 120 | | | | | | 2,385 | | | | | | 308 | | | | | | 2,270 | | |
| Magnolia, AR(c) | | | 2,264 | | | | | | | | | | | | 395 | | | | | | | | | | | | 2,658 | | | | | | | | |
Bromide ion concentration of concentrated bromide-enriched brine from the APC evaporation pond used to estimate the reserve from the Dead Sea was 8,775 ppm based on historical pumping.
Greenbushes.
Greenbushes completed construction of a new third chemical grade plant with commercial production expected during 2026.
SLR International Corporation (“SLR”), a third-party firm comprising mining experts
Economic assumptions remain unchanged from June 30, 2025.
The overall increase in mineral resources was primarily driven by material additional drilling completed predominately targeting underground area, significant reinterpretation and modeling of the deposits and a decreased cut-off grade from 0.55% to 0.3%.
| Open Pit | | | 78,300 | | | | | | 1.9% | | | | | |
| Stockpiles | | | 400 | | | | | | 2.3% | | | | | |
The selling price represents the Fastmarkets cost, insurance and freight (“CIF”) China/Korea/Japan (“CKJ”) low-case 10-year average price.
- Mineral reserves modifying factors result in ore loss of approximately 3% and dilution of approximately 6.3%.
- Material with a Li2O grade greater than or equal to 0.5% is included in the life of mine plan as potential plant feed.
A blended feed to meet the iron oxide specifications is schedule as part of the life of mine plan and only material that is fed into the plant is reported as mineral reserves.
Economic assumptions remain unchanged from June 30, 2025.
The June 30, 2025 resources and reserves have been depleted for actual production and is reported as of December 31, 2025 in the below table.
The mineral resources are reported above 0.5% Li2O cut-off for in situ pegmatites within the open cut, 0.75% within the underground, and above 0% for tailings storage facilities, as all material would be mined and recovered.
- The underground mineral resources are reported in areas of >10 meter thickness, below the open pit mineral resources.
- Costs estimated in Australian Dollars were converted to U.S. dollars based on an exchange rate of AUD 1.00:$0.66.
The increase in total mineral resources was primarily driven by the the reclassification of certain reserves to resources, partially offset by mine depletion from 2025 production.
| Stockpiles | | | 500 | | | | | | 0.8% | | | | | |
- Costs estimated in Australian Dollars were converted to U.S. dollars based on an exchange rate of AUD 1.00:$0.66.
- Waste tonnage within the Mineral Reserve pit is 356.8 million metric tonnes at a strip ratio of 3.4:1 (waste to ore – not including stockpiles).
The Wodgina total mineral reserves of 51.1 million metric tonnes at December 31, 2025 decreased by 9% from 56.0 million metric tonnes at December 31, 2024.
The decrease in total mineral reserves was primarily driven by updates to the pit design and modifying factors, as well as mine depletion from 2025 production.
Economic assumptions remain unchanged from June 30, 2025.
The June 30, 2025 resources and reserves have been depleted for actual production and is reported as of December 31, 2025 in the below table.
◦Recovery factors for the salar operation are applied in the year in which the brine is pumped and increase gradually over the span of 3 year, from the current 43% to the proposed Salar yield improvement program 60% recovery in 2027.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| Twinsburg, OH | | | | | | | | | | | | Production of bromine-activated carbon | | | | | | Leased | | |
(c) Production of spodumene concentrate at the Wodgina mine resumed in the second quarter of 2022 after it had been idled in 2019.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 37,500 | | | | | | 1.5% | | | | | | 37,600 | | | | | | 1.5% | | | | | | 8,200 | | | | | | 1.7% | | |
| Wodgina(b) | | | — | | | | | | — | | | | | | 23,300 | | | | | | 0.8% | | | | | | 23,300 | | | | | | 0.8% | | | | | | 14,500 | | | | | | 1.1% | | |
| Salar de Atacama | | | 618 | | | | | | 2,176 | | | | | | 481 | | | | | | 1,868 | | | | | | 1,099 | | | | | | 2,041 | | | | | | 166 | | | | | | 1,558 | | |
Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals.
| Greenbushes(a) | | | — | | | | | | — | | | | | | 74,500 | | | | | | 1.8% | | | | | | 74,500 | | | | | | 1.8% | | |
| Salar de Atacama | | | 311 | | | | | | 2,405 | | | | | | 147 | | | | | | 2,023 | | | | | | 458 | | | | | | 2,270 | | |
| Magnolia, AR(c) | | | 2,468 | | | | | | | | | | | | 467 | | | | | | | | | | | | 2,935 | | | | | | | | |
covered by our mining rights, assumptions regarding our extraction rates based upon an expectation of operating the mines on a long-term basis and the quality of in-place reserves.
and waste rock dumps, are currently carried out within the boundaries of the three mining leases plus two general purpose leases.
Greenbushes is currently constructing a new chemical grade plant with a target completion in 2025 and is developing plans for a fourth chemical grade plant to be constructed in 2027.
The overall increase in mineral resources was primarily driven by changes in the reporting cut-off grade, as well as the pit shell used to report the mineral resources.
| Open Pit | | | 72,000 | | | | | | 1.8% | | | | | |
| Stockpiles | | | 900 | | | | | | 2.4% | | | | | |
- Assumes a 98% global grade factor.
- Diluted by approximately 13.0% through the removal of non-pegmatite blocks and ore blocks contaminated with iron oxide.
- Where a mining block with Li2O grade greater than or equal to 0.7% and less than or equal to 1.9%, and with iron oxide (Fe₂O₃) content greater than or equal to 2.9%, the block is reallocated as contaminated ore and is treated as stockpiled for future processing for the purposes of reporting mineral reserves.
Material above 1.9% is treated as direct ore feed.
The life of mine sustaining capital cost of $2.35/metric tonne of ore was used only for the purposes of pit optimization and cut-off grade calculation.
This sustaining capital cost was based on estimates of life of mine annual
sustaining capital costs for Greenbushes that were included in the 2025 budget.
Subsequent to pit optimization, design and scheduling, a detailed estimate of life of mine sustaining capital costs was prepared.
Mineral resources reported below represent a 50% interest in Wodgina, which is attributable to the Company’s interest in the MARBL joint venture.
This is the first period reporting mineral reserves at the Wodgina mine as it had previously been at an initial assessment level.
| Stockpiles | | | 50 | | | | | | 1.5% | | | | | |
- The price, cost and mass yield parameters produce a calculated economic cut-off grade of 0.75% Li2O.
The model geology and updated units redistributed volumes of brine and adjusted lithium concentration contained within the brine in comparison with the previous geological units in the model.
This redefinition along with new well sampling resulted in a conversion of resource from inferred to measured and indicated.
| In Situ | | | 288 | | | | | | 2,370 | | | | | |
| In Process | | | 23 | | | | | | 2,844 | | | | | |
| In Situ | | | 147 | | | | | | 2,023 | | | | | |
| In Situ | | | 435 | | | | | | 2,240 | | | | | |
The decrease in total mineral reserves was driven by depletion during the year, new modeling completed in development of the current technical report summary as well as a decrease in the reserves due to reduced pumping rates imposed by Albemarle’s early warning plan.
The Silver Peak measured and indicated mineral resources of 17,100 metric tonnes at December 31, 2024 decreased by 66% from 50,200 metric tonnes at December 31, 2023.
Inferred mineral resources of 102,000 metric tonnes increased by 14% from 89,500 metric tonnes.
The net decrease in total mineral resources was driven by new modeling completed in development of the current technical report summary as well as a depletion based on actual production.
An excerpt. Shown here: 40 of 166 rewritten, 40 of 57 added and 40 of 45 removed. The counts are complete. For every sentence, read Item 2. Properties. in the FY2025 filing and the FY2024 filing.
Item 4. Mine Safety Disclosures.
18 rewritten, 17 added, 16 removed, 60 unchanged
The names, ages and biographies of our executive officers, as of February [removed: 12, 2025,] [added: 11, 2026,] are set forth below.
The term of office of each officer is until the meeting of the Board of Directors following the next annual shareholders’ meeting in May [removed: 2025.][added: 2026.]
| J. Kent Masters | | | | | | [removed: 64] [added: 65] | | | | | | Chairman and Chief Executive Officer | | |
| Neal R. Sheorey | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President, Chief Financial Officer | | |
| Melissa H. Anderson | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief [removed: People and] [added: Business] Transformation Officer | | |
| [removed: Netha N. Johnson] [added: Mark R. Mummert] | | | | | | [removed: 54] [added: 58] | | | | | | Executive Vice President, Chief Operations Officer | | |
| Eric W. Norris | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Chief Commercial Officer | | |
| [removed: Stacy G. Grant] [added: Ander C. Krupa] | | | | | | [removed: 37] [added: 47] | | | | | | Senior Vice President, General [removed: Counsel,] [added: Counsel and] Corporate Secretary [removed: and Chief Compliance Officer] | | |
| Cynthia R. Lima | | | | | | [removed: 63] [added: 64] | | | | | | Senior Vice President, Chief External Affairs and Communications Officer | | |
| Michael J. Simmons | | | | | | [removed: 61] [added: 62] | | | | | | President, Ketjen Global Business Unit | | |
| Donald J. LaBauve, Jr. | | | | | | [removed: 58] [added: 59] | | | | | | Vice President, Corporate Controller and Chief Accounting Officer | | |
[removed: Eric] Norris is Executive Vice President and Chief Commercial Officer for Albemarle.
In his current role, Mr. Norris is responsible for enterprise sales, [removed: commercial excellence, field and digital marketing, as well as] product [removed: management.][added: management and commercial excellence.]
Prior to joining Albemarle, Mr. Norris served as president of Health and Nutrition for FMC [removed: Corporation.][added: Corporation, an agricultural sciences company.]
[removed: During his 16-year FMC] career, he served in additional leadership roles in investor relations and corporate development and was director of FMC Healthcare Ventures.
Mummert joined Albemarle in 2019 as chief operating officer for the Energy Storage business before being appointed as Senior Vice President, Chief Capital, Resources and Supply Chain Officer in November [removed: 2024.][added: 2024, and subsequently appointed as Executive Vice President, Chief Operations Officer in August 2025.]
Additionally, Mr. Mummert spent time with Dow where he improved [removed: S&OP] [added: sales and operational planning] in supply chain and embedded operational excellence principles at manufacturing sites.
Mr. LaBauve [added: has] served as the chief financial officer of the lithium global business (now Energy Storage) since November 2019.
| Autumn M. Gagarinas | | | | | | 52 | | | | | | Senior Vice President, Chief People and Workplace Transformation Officer | | |
Melissa H.
Anderson joined Albemarle to lead the human resources organization in January 2021.
Eric W.
During his 16-year FMC
Autumn M.
Gagarinas joined Albemarle as Vice President of HR in 2023, and was appointed Senior Vice President, Chief People and Workplace Transformation Officer in August 2025.
Ms. Gagarinas has over two decades of experience in human resources and has held various leadership roles across multiple industries, including technology, aerospace, and education.
Prior to joining Albemarle she was at Honeywell International, Inc., a multinational conglomerate corporation, where she held several senior HR roles, as a business partner to C-suite leaders including finance, legal and integrated supply chain.
She also led global HR operations in EMEA and led HR Data and Analytics globally.
She also held senior HR roles at Standford Graduate School of Business and SpaceX.
Ander C.
Krupa was appointed Senior Vice President, General Counsel and Corporate Secretary in August 2025.
Mr. Krupa joined Albemarle in May of 2017 as deputy general counsel and assistant corporate secretary.
He has more than 15 years of broad legal experience in the manufacturing industry and is experienced in securities law, corporate governance, commercial law, cross-border joint ventures, and mergers and acquisitions.
Prior to Albemarle, he served as assistant general counsel, governance and securities for BWX Technologies and The Babcock & Wilcox Company.
In addition to his corporate experience, he was an attorney with the international law firm of Greenberg Traurig LLP in the firm’s corporate and securities practice group.
| Mark R. Mummert | | | | | | 57 | | | | | | Senior Vice President, Chief Capital, Resources and Supply Chain Officer | | |
Melissa Anderson joined Albemarle Executive Vice President and Chief People Officer in January of 2021.
Netha N.
Johnson joined the company in 2018 as president of Albemarle’s Bromine Specialties business and was appointed Chief Operations Officer in November 2024.
Prior to joining Albemarle, Mr. Johnson served in several progressive leadership roles with 3M Company.
He served as vice president and general manager, Electrical Markets Division, where he was directly responsible for 3M’s electrical and renewable energy solutions.
Prior to that, he served as 3M’s vice president, Advanced Materials Division.
Mr. Johnson has more than 25 years of diverse leadership experience, with extensive work experience in Singapore, Malaysia, Taiwan, Japan and Germany.
Preceding his business career, he served as a U.S. Naval Officer.
Mr. Johnson is a member of the board of directors of Xcel Energy, where he serves as a member of the Finance Committee and the Operations, Nuclear, Environmental and Safety Committee.
Stacy G.
Grant joined Albemarle in May of 2023 as vice president and deputy general counsel, global corporate affairs and has more than 10 years of broad legal experience, navigating complex legal and regulatory landscapes.
She led the legal team’s support for mergers and acquisition work, as well as issues regarding supply chain, labor and employment, capital projects and IT.
Prior to Albemarle, she served as Honeywell International’s vice president and general counsel – M&A and ventures.
In this role, Ms. Grant was the chief transactional legal advisor across the corporation with a focus on standardizing processes, advising internal stakeholders and transaction execution.
In addition to her corporate experience, she held roles within the law firms of Moore & Van Allen PLLC, King & Spalding and Cravath, Swaine & Moore LLP.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
6 rewritten, 2 added, 1 removed, 8 unchanged
Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were [removed: 117,573,461] [added: 117,847,220] shares of common stock held by [removed: 1,930] [added: 1,806] shareholders of record as of February [removed: 5, 2025.][added: 4, 2026.]
In each quarter of 2023, we declared a dividend of $0.40 per [removed: share and, in each quarter of 2022, we declared a dividend of $0.395 per] share.
[added: We expect to continue to declare and pay comparable dividends to our] shareholders in the future, however, dividends are declared solely at the discretion of our Board of Directors and there is no guarantee that the Board of Directors will continue to declare dividends in the future.
The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2019] [added: 2020] and the reinvestment of all dividends thereafter.
[removed: The information contained in the graph below is furnished] and therefore not to be considered “filed” with the SEC, and is not incorporated by reference into any document that incorporates this Annual Report on Form 10-K by reference.
![Stock [removed: performance graph] [added: Performance Graph] TSR [removed: 2024.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/alb-20241231_g8.jpg)][added: 2025.jpg](https://www.sec.gov/Archives/edgar/data/915913/000091591326000018/alb-20251231_g8.jpg)]
On each of February 27, 2025, May 6, 2025, July 22, 2025 and October 27, 2025, we declared a dividend of $0.405 per share.
The information contained in the graph below is furnished
We expect to continue to declare and pay comparable dividends to our
Item 8. Financial Statements and Supplementary Data.
749 rewritten, 452 added, 222 removed, 1,374 unchanged
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on the assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective 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 in the United States.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of (loss) income, of comprehensive (loss) income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
As described in Notes 1 and 10 to the consolidated financial statements, the Company’s goodwill balance was [removed: $1,582.7] [added: $1,499.7] million as of December 31, [removed: 2024,] [added: 2025,] and the goodwill associated with the Energy Storage reporting unit was [removed: $1,387.6] [added: $1,467.0] million.
[removed: Management tests] the [removed: Company’s recorded goodwill for impairment in the fourth quarter of each year or upon the] occurrence of events or changes in circumstances that would more likely than not reduce the fair value of [removed: the Company’s] [added: its] reporting units below their carrying amounts.
[removed: As a result, management tested] [added: Management performed] the [added: annual] goodwill [removed: of the Energy Storage reporting unit] [added: impairment test] by comparing [removed: its] [added: the] estimated fair [removed: value, using a discounted cash flow model,] [added: value of the reporting unit] to the related carrying value.
Management [removed: performed the annual goodwill impairment test as of October 31, 2024, by comparing the] estimated [removed: fair value of] the [removed: reporting unit to the related carrying value, and management estimated the] fair value using a discounted cash flow model (income) approach.
For the Energy Storage reporting unit, the revenue growth [removed: rates,] [added: rates and] adjusted earnings before interest and financing expenses, income tax [removed: expense,] [added: expenses,] and depreciation and amortization (“EBITDA”) [removed: margins, and the discount rate] [added: margins] were deemed by management to be significant assumptions.
The principal considerations for our determination that performing procedures relating to the [removed: interim and] annual goodwill impairment [removed: assessments] [added: assessment] of the Energy Storage reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: estimates] [added: estimate] of the Energy Storage reporting [removed: unit;] [added: unit and] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth [removed: rates,] [added: rates and] adjusted EBITDA [removed: margins, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.][added: margins.]
These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessments,] [added: assessment,] including controls over the valuation of the Energy Storage reporting unit.
These procedures also included, among others (i) testing management’s process for developing the fair value [removed: estimates] [added: estimate] of the Energy Storage reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth [removed: rates,] [added: rates and] adjusted EBITDA [removed: margins, and the discount rate.][added: margins.]
[added: For] the [added: Energy Storage reporting unit, the] revenue growth [removed: rates,] [added: rates and] adjusted EBITDA [removed: margins, EBITDA multiples, market participant acquisition premium, and the discount rate] [added: margins] were deemed [removed: by management] to be significant assumptions.
| Year Ended December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net sales | | | $ | [removed: 5,377,526] [added: 5,142,733] | | | | | $ | [removed: 9,617,203] [added: 5,377,526] | | | | | $ | [removed: 7,320,104] [added: 9,617,203] | |
| Cost of goods sold(a) | | | [removed: 5,314,987] [added: 4,474,014] | | | | | | [removed: 8,431,294] [added: 5,314,987] | | | | | | [removed: 4,245,517] [added: 8,431,294] | | |
| Gross profit | | | [removed: 62,539] [added: 668,719] | | | | | | [removed: 1,185,909] [added: 62,539] | | | | | | [removed: 3,074,587] [added: 1,185,909] | | |
| Selling, general and administrative expenses | | | [removed: 618,048] [added: 550,036] | | | | | | [removed: 910,002] [added: 618,048] | | | | | | [removed: 524,145] [added: 910,002] | | |
| Restructuring charges and asset write-offs | | | [removed: 1,134,316] [added: 7,699] | | | | | | [removed: 9,491] [added: 1,134,316] | | | | | | [removed: —] [added: 9,491] | | |
| Research and development expenses | | | [removed: 86,720] [added: 51,398] | | | | | | [removed: 85,725] [added: 86,720] | | | | | | [removed: 71,981] [added: 85,725] | | |
| [removed: (Gain) loss] [added: Gain] on change in interest in properties/sale of business, net | | | — | | | | | | [removed: (71,190)] [added: —] | | | | | | [removed: 8,400] [added: (71,190)] | | |
| Operating (loss) profit | | | [removed: (1,776,545)] [added: (367,084)] | | | | | | [removed: 251,881] [added: (1,776,545)] | | | | | | [removed: 2,470,061] [added: 251,881] | | |
| Interest and financing expenses | | | [removed: (165,619)] [added: (207,651)] | | | | | | [removed: (116,072)] [added: (165,619)] | | | | | | [removed: (122,973)] [added: (116,072)] | | |
| Other income, net | | | [removed: 178,339] [added: 22,662] | | | | | | [removed: 110,929] [added: 178,339] | | | | | | [removed: 86,356] [added: 110,929] | | |
| (Loss) income before income taxes and equity in net income of unconsolidated investments | | | [removed: (1,763,825)] [added: (552,073)] | | | | | | [removed: 246,738] [added: (1,763,825)] | | | | | | [removed: 2,433,444] [added: 246,738] | | |
| Income tax expense | | | [removed: 87,085] [added: 156,881] | | | | | | [removed: 430,277] [added: 87,085] | | | | | | [removed: 390,588] [added: 430,277] | | |
| [removed: (Loss) income] [added: Loss] before equity in net income of unconsolidated investments | | | [removed: (1,850,910)] [added: (708,954)] | | | | | | [removed: (183,539)] [added: (1,850,910)] | | | | | | [removed: 2,042,856] [added: (183,539)] | | |
| Equity in net income of unconsolidated investments (net of tax) | | | [removed: 715,433] [added: 243,744] | | | | | | [removed: 1,854,082] [added: 715,433] | | | | | | [removed: 772,275] [added: 1,854,082] | | |
| Net (loss) income | | | [removed: (1,135,477)] [added: (465,210)] | | | | | | [removed: 1,670,543] [added: (1,135,477)] | | | | | | [removed: 2,815,131] [added: 1,670,543] | | |
| Net income attributable to noncontrolling interests | | | [removed: (43,972)] [added: (45,418)] | | | | | | [removed: (97,067)] [added: (43,972)] | | | | | | [removed: (125,315)] [added: (97,067)] | | |
| Net (loss) income attributable to Albemarle Corporation | | | [removed: (1,179,449)] [added: (510,628)] | | | | | | [removed: 1,573,476] [added: (1,179,449)] | | | | | | [removed: 2,689,816] [added: 1,573,476] | | |
| Mandatory convertible preferred stock dividends | | | [removed: (136,647)] [added: (166,750)] | | | | | | [removed: —] [added: (136,647)] | | | | | | — | | |
| Net (loss) income attributable to Albemarle Corporation common shareholders | | | $ | [removed: (1,316,096)] [added: (677,378)] | | | | | $ | [removed: 1,573,476] [added: (1,316,096)] | | | | | $ | [removed: 2,689,816] [added: 1,573,476] | |
| Basic (loss) earnings per share attributable to common shareholders | | | $ | [removed: (11.20)] [added: (5.76)] | | | | | $ | [removed: 13.41] [added: (11.20)] | | | | | $ | [removed: 22.97] [added: 13.41] | |
| Diluted (loss) earnings per share attributable to common shareholders | | | $ | [removed: (11.20)] [added: (5.76)] | | | | | $ | [removed: 13.36] [added: (11.20)] | | | | | $ | [removed: 22.84] [added: 13.36] | |
| February 11, 2026 | | | | | | | | |
| February 11, 2026 | | |
| Goodwill impairment charges | | | 181,070 | | | | | | — | | | | | | — | | |
| Long-lived asset impairment charges | | | 245,600 | | | | | | — | | | | | | — | | |
| Cash and cash equivalents | | | $ | 1,618,001 | | | | | $ | 1,192,230 | |
| Current assets held for sale | | | 371,815 | | | | | | — | | |
| Noncurrent assets held for sale | | | 491,660 | | | | | | — | | |
| Current liabilities held for sale | | | 191,753 | | | | | | — | | |
| Noncurrent liabilities held for sale | | | 59,970 | | | | | | — | | |
| Withholding taxes paid on stock-based compensation award distributions | | | | | | (114,001) | | | | | | (1) | | | | | | | | | | | | | | | | | | (27,467) | | | | | | | | | | | | | | | | | | (27,468) | | | | | | | | | | | | (27,468) | | |
| Withholding taxes paid on stock-based compensation award distributions | | | | | | (103,943) | | | | | | (1) | | | | | | | | | | | | | | | | | | (11,890) | | | | | | | | | | | | | | | | | | (11,891) | | | | | | | | | | | | (11,891) | | |
| Net (loss) income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (510,628) | | | | | | (510,628) | | | | | | 45,418 | | | | | | (465,210) | | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 407,255 | | | | | | | | | | | | 407,255 | | | | | | 190 | | | | | | 407,445 | | |
| Common stock dividends declared, $1.62 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (190,638) | | | | | | (190,638) | | | | | | (37,463) | | | | | | (228,101) | | |
| Mandatory convertible preferred stock cumulative dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (166,750) | | | | | | (166,750) | | | | | | | | | | | | (166,750) | | |
| Exercise of stock options | | | | | | 48,104 | | | | | | — | | | | | | | | | | | | | | | | | | 3,240 | | | | | | | | | | | | | | | | | | 3,240 | | | | | | | | | | | | 3,240 | | |
| Withholding taxes paid on stock-based compensation award distributions | | | | | | (42,680) | | | | | | — | | | | | | | | | | | | | | | | | | (7,258) | | | | | | | | | | | | | | | | | | (7,258) | | | | | | | | | | | | (7,258) | | |
| Balance at December 31, 2025 | | | | | | 117,715,875 | | | | | | $ | 1,178 | | | | | 2,300,000 | | | | | | $ | 2,235,105 | | | | | $ | 3,018,213 | | | | | $ | (334,807) | | | | | $ | 4,613,676 | | | | | $ | 9,533,365 | | | | | $ | 248,096 | | | | | $ | 9,781,461 | |
| Net (loss) income | | | (465,210) | | | | | | (1,135,477) | | | | | | 1,670,543 | | |
| Non-cash goodwill impairment charges | | | 181,070 | | | | | | — | | | | | | — | | |
| Non-cash long-lived asset impairment charges | | | 245,600 | | | | | | — | | | | | | — | | |
| Decrease (increase) in inventories | | | 212,351 | | | | | | 1,055,036 | | | | | | (353,564) | | |
| Noncurrent liability changes and other, net | | | 339,290 | | | | | | (116,035) | | | | | | (101,274) | | |
| Net cash provided by operating activities | | | 1,282,267 | | | | | | 687,876 | | | | | | 1,326,583 | | |
| Capital expenditures | | | (589,801) | | | | | | (1,680,529) | | | | | | (2,154,542) | | |
| Proceeds from sale from investments | | | 290,908 | | | | | | — | | | | | | — | | |
| Proceeds (payments) from settlement of foreign currency forward contracts, net | | | 114,236 | | | | | | (15,595) | | | | | | 221,849 | | |
| Net cash used in investing activities | | | (146,007) | | | | | | (1,584,772) | | | | | | (2,564,572) | | |
| Net effect of foreign exchange on cash and cash equivalents | | | 123,698 | | | | | | (42,509) | | | | | | 4,836 | | |
Certain amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to the current presentation.
*Revision of Previously Issued Financial Information*
As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, during the second quarter of 2025, the Company identified an error in classification within its condensed consolidated statements of cash flows related to the proceeds from settlement and unrealized gains or losses from foreign currency forward contracts, affecting the cash flows from operating activities section, the cash flows from investing activities section and the Net effect of foreign exchange on cash and cash equivalents line of the statements of cash flows.
The identified misclassification impacted our previously filed annual financial statements for the fiscal years ended December 31, 2024, 2023 and 2022, and quarterly financial statements for each of the fiscal quarters of fiscal year 2024 and the first fiscal quarter of fiscal year 2025 (collectively, the “Prior Financial Statements”).
In addition, the Company made adjustments to correct for other previously identified immaterial errors.
The Company assessed the materiality of the error in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and determined that the resulting misclassification was not material in any of the Prior Financial Statements, individually or in the aggregate.
This revision had no impact on the consolidated balance sheets, consolidated statements of income (loss), consolidated statements of comprehensive (loss) income, or consolidated statements of changes in equity of the Prior Financial Statements or notes thereto.
A summary of the revisions to the impacted periods presented in this Annual Report on Form 10-K are shown below (in thousands):
| | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | |
| | | | As Reported | | | | | | Revision | | | | | | As Revised | | |
| Decrease (increase) in inventories | | | $ | 1,060,297 | | | | | $ | (5,261) | | | | | $ | 1,055,036 | |
| February 12, 2025 | | | | | | | | |
During the third quarter of 2024, management identified a triggering event for a review for impairment of the Company’s Energy Storage reporting unit goodwill.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption.
*Annual Goodwill Impairment Assessment – Refining Solutions Reporting Unit*
As described in Notes 1 and 10 to the consolidated financial statements, the Company’s goodwill balance was $1,582.7 million as of December 31, 2024, and the goodwill associated with the Refining Solutions reporting unit was $162.5 million.
Management performed the annual goodwill impairment test as of October 31, 2024, by comparing the estimated fair value of the reporting unit to the related carrying value.
Management estimated the fair value using a combination of the discounted cash flow model (income) approach and earnings multiple (market) approach (placing equal weighting on the income and market approaches).
For the Refining Solutions reporting unit, within the Ketjen segment,
The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Refining Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Refining Solutions reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, adjusted EBITDA margins, EBITDA multiples, market participant acquisition premium, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Refining Solutions reporting unit.
These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Refining Solutions reporting unit; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, adjusted EBITDA margins, EBITDA multiples, market participant acquisition premium, and the discount rate.
Evaluating management’s assumptions related to revenue growth rates and adjusted EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Refining Solutions reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of EBITDA multiples, market participant acquisition premium, and the discount rate assumptions.
| February 12, 2025 | | |
| Interest rate swap | | | — | | | | | | — | | | | | | 7,399 | | |
| | | | | | | | | | | | |
| Balance at January 1, 2022 | | | | | | 117,015,333 | | | | | | $ | 1,170 | | | | | — | | | | | | $ | — | | | | | $ | 2,920,007 | | | | | $ | (392,450) | | | | | $ | 3,096,539 | | | | | $ | 5,625,266 | | | | | $ | 180,341 | | | | | $ | 5,805,607 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,689,816 | | | | | | 2,689,816 | | | | | | 125,315 | | | | | | 2,815,131 | | |
| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (168,212) | | | | | | | | | | | | (168,212) | | | | | | (83) | | | | | | (168,295) | | |
| Common stock dividends declared, $1.58 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (185,078) | | | | | | (185,078) | | | | | | (97,353) | | | | | | (282,431) | | |
| Exercise of stock options | | | | | | 32,581 | | | | | | 1 | | | | | | | | | | | | | | | | | | 2,395 | | | | | | | | | | | | | | | | | | 2,396 | | | | | | | | | | | | 2,396 | | |
| Shares withheld for withholding taxes associated with common stock issuances | | | | | | (66,316) | | | | | | (1) | | | | | | | | | | | | | | | | | | (13,337) | | | | | | | | | | | | | | | | | | (13,338) | | | | | | | | | | | | (13,338) | | |
| Shares withheld for withholding taxes associated with common stock issuances | | | | | | (114,001) | | | | | | (1) | | | | | | | | | | | | | | | | | | (27,467) | | | | | | | | | | | | | | | | | | (27,468) | | | | | | | | | | | | (27,468) | | |
| Shares withheld for withholding taxes associated with common stock issuances | | | | | | (103,943) | | | | | | (1) | | | | | | | | | | | | | | | | | | (11,890) | | | | | | | | | | | | | | | | | | (11,891) | | | | | | | | | | | | (11,891) | | |
| Cash and cash equivalents at beginning of year | | | $ | 889,900 | | | | | $ | 1,499,142 | | | | | $ | 439,272 | |
| Inventory net realizable value adjustment | | | (500,153) | | | | | | 604,099 | | | | | | — | | |
| Decrease (increase) in inventories | | | 1,560,450 | | | | | | (962,924) | | | | | | (1,609,642) | | |
| Fees related to early extinguishment of debt | | | — | | | | | | — | | | | | | (9,767) | | |
Cost of goods sold for the year ended December 31, 2024 includes income of $17.4 million for the correction of out of period errors pertaining to an overstated accrual for a profit sharing arrangement with the partner of one of the Company’s joint ventures.
For the year ended December 31, 2023, Cost of goods sold was overstated by $17.4 million.
The Company believes this adjustment is not material to the consolidated financial statements for the prior period presented, or for the current periodd, in which the correction was made.
may adversely impact our current or future operations.
The market approach determines fair value based on the application of earnings multiples of comparable companies to the projected earnings of the reporting unit.
For the Refining Solutions reporting unit, within the Ketjen segment, the revenue growth rates, adjusted EBITDA margins, EBITDA multiples, market participant acquisition premium and the discount rate were deemed to be significant assumptions.
For the Energy Storage reporting unit, the revenue growth rates, adjusted EBITDA margins and the discount rate were deemed to be significant assumptions.
The Company uses a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing.
The WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective.
The factors in this calculation are largely external to the Company and, therefore, are beyond its control.
The Company performs a sensitivity analysis by using a range of inputs to confirm the reasonableness of these estimates being used in the goodwill impairment analysis.
An excerpt. Shown here: 40 of 749 rewritten, 40 of 452 added and 40 of 222 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures.
2 rewritten, 5 added, 0 removed, 6 unchanged
[removed: Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information] required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | |
Item 9B. Other Information.
0 rewritten, 10 added, 1 removed, 2 unchanged
On October 25, 2025, Albemarle determined that the Refining Solutions business met the criteria to be classified as held for sale in Albemarle’s consolidated financial statements.
Upon classification as held for sale, the Refining Solutions business is measured at the lower of its carrying amount or its fair value less costs to sell.
In connection with, and using the key terms of the divestiture agreement through the filing date of its Annual Report on Form 10-K for the year ended December 31, 2025, the Company performed a valuation analysis of the fair value of the Refining Solutions business.
As a result, the Company recorded a pre-tax $245.6 million non-cash long-lived asset impairment charge to reduce the carrying amount of the Refining Solutions business to its fair value less costs to sell during the year ended December 31, 2025.
The fair value of the Refining Solutions business was measured using the Black-Scholes option-pricing model using key assumptions such as equity volatility, a risk-free rate and certain terms of the agreement.
The considerations used are based on current terms, estimates and assumptions and may change as the transactions progress, which could affect the carrying amount reported for the Refining Solutions reporting unit and could result in future impairment charges in the consolidated financial statements.
In connection with the Company’s ongoing review of its cost and operating structure, on February 6, 2026 the Company determined it will put Kemerton Train 1 into care and maintenance.
As a result, the Company expects to record cash-related charges primarily in 2026 in the range of approximately $150 million to $225 million, of which approximately $75 million to $90 million consists of decommissioning costs and approximately $20 million to $30 million of asset disposal costs, with the remainder related to contract cancellation costs, severance and other associated charges resulting from placing Kemerton Train 1 into care and maintenance (the “Cost Actions”).
The Company’s estimated range of the charges for these Cost Actions takes into account initial estimates for these activities and could change as the actions progress.
The majority of the Cost Actions associated with these charges are expected to be completed in 2026, with the remainder expected to be completed in 2027.
NONE
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
0 rewritten, 0 added, 3 removed, 4 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 5 added, 1 removed, 12 unchanged
Our Chief Executive Officer made his annual certification to that effect to the NYSE as of May [removed: 20, 2024.][added: 28, 2025.]
The information required by this Item 10 will be contained in the proxy statement for the Company’s 2026 Annual Meeting of the Stockholders (the “2026 Proxy Statement”) and is incorporated herein by reference.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| | | | | | | | | |
The information regarding Directors under the heading “Proposal 1 - Election of Directors,” and under the subheadings “Process for Selecting Directors” and “Director Candidate Recommendations and Nominations by Shareholders” under the heading “Corporate Governance”; the information under the subheading “Delinquent Section 16(a) Reports” under the heading “Share Ownership”; and the information regarding the Audit Committee under the subheading “Committees of the Board of Directors” under the heading “Corporate Governance” in the Company’s 2025 Proxy Statement are incorporated herein by reference.
Item 11. Executive Compensation.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information required by this Item 11 will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
The information under the heading “Director Compensation” and the information under the headings “Compensation Discussion and Analysis”; “Compensation Committee Report”; “Compensation Tables and Other Information”; and “Pay Ratio Disclosure” under the principal heading “Compensation”; and the information under the subheading “Compensation Committee Interlocks and Insider Participation” under the heading “Corporate Governance” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information required by this Item 12 will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
The information under the subheading “Equity Plan Compensation Information” under the heading “Compensation Tables and Other Information” and the information under “Share Ownership” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
0 rewritten, 1 added, 1 removed, 2 unchanged
The information required by this Item 13 will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
The information under the subheading “Director Independence” under the principal heading “Corporate Governance” and under the heading “Certain Relationships and Related Transactions” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
0 rewritten, 1 added, 5 removed, 3 unchanged
The information required by this Item 14 will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
The information under the subheadings “Fees Billed by PwC” and “Audit & Finance Committee Pre-Approval Policy” under the heading “Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2025 Proxy Statement is incorporated herein by reference.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | |
Item 15. Exhibits and Financial Statement Schedules.
66 rewritten, 26 added, 2 removed, 159 unchanged
(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 on pages [removed: 80] [added: 85] to [removed: 131:][added: 145:]
Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
Consolidated Statements of (Loss) Income, Comprehensive (Loss) Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| [removed: 3.1*] [added: 3.1] | | | | | | [Amended and Restated Articles of Incorporation of Albemarle [removed: Corporation](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm) [](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[\[](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[r](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[estated] [added: Corporation \[restated] electronically [removed: for](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm) [](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)[SEC] [added: for SEC] filing purposes [removed: only\]](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm).] [added: only\] \[filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit311231202410-k.htm)] | | | | | |
| 4.8 | | | | | | [Form of [removed: 1.125%] [added: 1.625%] Note due [removed: 2025] [added: 2028] \[filed as Exhibit [removed: 4.4] [added: 4.5] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by [removed: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin44.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm)] | | | | | |
| 4.9 | | | | | | [Form of [removed: 1.625% Note] [added: 4.650% Senior Notes] due [removed: 2028] [added: 2027] \[filed as Exhibit [removed: 4.5] [added: 4.2] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: November 25, 2019,] [added: May 13, 2022,] and incorporated herein by [removed: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit42.htm)] | | | | | |
| 4.10 | | | | | | [Form of [removed: 4.650%] [added: 5.050%] Senior Notes due [removed: 2027] [added: 2032] \[filed as Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 13, 2022, and incorporated herein by [removed: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit42.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit43.htm)] | | | | | |
| 4.11 | | | | | | [Form of [removed: 5.050%] [added: 5.650%] Senior Notes due [removed: 2032] [added: 2052] \[filed as Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 13, 2022, and incorporated herein by [removed: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit43.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit44.htm)] | | | | | |
| [removed: 4.12] [added: 10.53] | | | | | | [Form of [removed: 5.650% Senior Notes due 2052] [added: Employee Non-Solicitation, Non-Compete and Confidentiality Agreement] \[filed as Exhibit [removed: 4.4] [added: 10.1] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: May 13, 2022,] [added: March 9, 2022] and incorporated herein by [removed: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000106/a05-13x20228kxexhibit44.htm)] [added: reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000082/a03-09x20228xkex101restric.htm)] | | | | | |
| 10.11# | | | | | | [Form of Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm) [\[filed] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm) [](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm)[\[filed] as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex101rsuawar.htm) | | | | | |
| 10.12# | | | | | | [Form of Adjusted ROIC Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm)] [\[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex102adjroic.htm) | | | | | |
| 10.13# | | | | | | [Form of TSR Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm)] [\[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex103tsrawar.htm) | | | | | |
| 10.14# | | | | | | [Form of Stock Option Grant Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm)] [\[filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex104optiona.htm) | | | | | |
| 10.15# | | | | | | [Form of Special Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/ix?doc=/Archives/edgar/data/915913/000091591320000078/a030420208k.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm)] [\[filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000054/a02-24x20228xkex105special.htm) | | | | | |
| 10.16# | | | | | | [Form [added: of] Notice of Special Retention Restricted Stock Unit Award under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 2, 2022, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm) | | | | | |
| 10.17# | | | | | | [Form of Stock Option Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm)] [\[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit101-option2023_02x23.htm) | | | | | |
| 10.18# | | | | | | [Form of rTSR Performance Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm) [under] [added: Agreement under] the Albemarle Corporation 2017 Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm) [\[filed] [added: Plan \[filed] as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit102-rtsrpsu2023_02x.htm) | | | | | |
| 10.19# | | | | | | [Form of ROIC Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm)] [\[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit103-roicpsu2023_02x.htm) | | | | | |
| 10.20# | | | | | | [Form of Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm)] [\[filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit104-rsu2023_02x23.htm) | | | | | |
| 10.21# | | | | | | [Form of Special Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm) [under the Albemarle Corporation 2017 Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/915913/000091591322000167/exhibit1020930202210q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm)] [\[filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 24, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000048/exhibit105-specialrsu2023_.htm) | | | | | |
| [removed: 10.22#] [added: 10.26#] | | | | | | [Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 \[filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm) | | | | | |
| [removed: 10.23#] [added: 10.27#] | | | | | | [First Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 1, 2010 \[filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10141231201410-k.htm) | | | | | |
| [removed: 10.24#] [added: 10.28#] | | | | | | [Second Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 18, 2011 \[filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10151231201410-k.htm) | | | | | |
| [removed: 10.25#] [added: 10.29#] | | | | | | [Third Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 2, 2013 \[filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10161231201410-k.htm) | | | | | |
| [removed: 10.26#] [added: 10.30#] | | | | | | [Albemarle Corporation Severance Pay Plan, as revised effective as of December 13, 2006 \[filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex106.htm) | | | | | |
| [removed: 10.27#] [added: 10.31#] | | | | | | [Form of Severance Compensation Agreement (Pension-Eligible Employees) \[filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10191231201510-k.htm) | | | | | |
| [removed: 10.28#] [added: 10.32#] | | | | | | [Form of Severance Compensation Agreement (Non-Pension-Eligible Employees) \[filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10201231201510-k.htm) | | | | | |
| [removed: 10.29#] [added: 10.33#] | | | | | | [Form of Amendment to Severance Compensation Agreement \[filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10211231201510-k.htm) | | | | | |
| [removed: 10.30*#] [added: 10.34#] | | | | | | [Form of Executive Change in Control [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit10301231202410-k.htm)] [added: Agreement \[filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit10301231202410-k.htm)] | | | | | |
| [removed: 10.31#] [added: 10.35#] | | | | | | [Amended and Restated Albemarle Corporation Benefits Protection Trust, effective as of December 13, 2006 \[filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex109.htm) | | | | | |
| [removed: 10.32#] [added: 10.36#] | | | | | | [Albemarle Corporation Employee Relocation Policy \[filed as Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000119312508169670/dex1033.htm) | | | | | |
| [removed: 10.33#] [added: 10.37#] | | | | | | [Amended and Restated Albemarle Corporation Executive Deferred Compensation Plan, effective as of January 1, 2013 \[filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10231231201410-k.htm) | | | | | |
| [removed: 10.34#] [added: 10.38#] | | | | | | [First Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 14, 2014 \[filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10241231201410-k.htm) | | | | | |
| [removed: 10.35#] [added: 10.39#] | | | | | | [Second Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of February 12, 2015 \[filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10281231201510-k.htm) | | | | | |
| [removed: 10.36#] [added: 10.40#] | | | | | | [Third Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 31, 2015 \[filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10291231201510-k.htm) | | | | | |
| [removed: 10.37#] [added: 10.41#] | | | | | | [Fourth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of December 17, 2015 \[filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10301231201510-k.htm) | | | | | |
| [removed: 10.38#] [added: 10.42#] | | | | | | [Fifth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of March 31, 2017 \[filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591318000005/exhibit10381231201710-k.htm) | | | | | |
| [removed: 10.39#] [added: 10.43#] | | | | | | [Sixth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 5, 2017 \[filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591318000005/exhibit10391231201710-k.htm) | | | | | |
| [removed: 10.40#] [added: 10.44#] | | | | | | [Seventh Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 9, 2017 \[filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591318000005/exhibit10401231201710-k.htm) | | | | | |
| [removed: 10.41#] [added: 10.45#] | | | | | | [Amended and Restated Executive Employment Agreement, dated March 15, 2023, between the Company and J. Kent Masters \[filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 3, 2023, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591323000115/exhibit1060331202310q.htm) | | | | | |
| 2.1 | | | | | | [Stock Purchase Agreement, by and among Albemarle Corporation, Ketjen Corporation and ChemCat AcquisitionCo, LLC, dated as of October 25, 2025 \[filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on October 27, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000153/a10-27x20258xkexhibit21.htm) | | | | | |
| 4.12 | | | | | | [Description of Securities \[filed as Exhibit 4.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (No. 1-12658), and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit4131231202410-k.htm) | | | | | |
| 10.22# | | | | | | [Form of Stock Option Award Agreement under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on April 30, 2025, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000084/exhibit1010331202510-q.htm) | | | | | |
| 10.23# | | | | | | [Form of Performance Unit Award Agreement under the Albemarle 2017 Incentive Plan \[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on April 30, 2025, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000084/exhibit1020331202510-q.htm) | | | | | |
| 10.24# | | | | | | [Form of Annual Restricted Stock Unit Award Agreement under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on April 30, 2025, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000084/exhibit1030331202510-q.htm) | | | | | |
| 10.25# | | | | | | [Form of Special Restricted Stock Unit Award Agreement under the Albemarle Corporation 2017 Incentive Plan \[filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on April 30, 2025, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000084/exhibit1040331202510-q.htm) | | | | | |
| 10.48# | | | | | | [Amended and Restated Severance Compensation Agreement, dated July 30, 2025, between the Company and J. Kent Masters \[filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 5, 2025, and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000162/exhibit1030930202510q.htm) | | | | | |
| 10.55# | | | | | | [Albemarle Corporation Executive Officer Severance Plan, effective July 22, 2025 (as amended October 27, 2025) \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 5, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000162/exhibit1010930202510q.htm) | | | | | |
| 10.56# | | | | | | [Ketjen Corporation Amended and Restated Cumulative Free Cash Flow Incentive Plan \[filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 5, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000162/exhibit1040930202510q.htm) | | | | | |
| 10.57# | | | | | | [Ketjen Corporation Amended and Restated Transaction Value Plan \[filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 5, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000162/exhibit1050930202510q.htm) | | | | | |
| 23.4* | | | | | | [Consent of SLR International Corporation regarding lithium reserves and resources.](https://www.sec.gov/Archives/edgar/data/915913/000091591326000018/exhibit2341231202510-k.htm) | | | | | |
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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |
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| 4.13* | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit4131231202410-k.htm)[.](https://www.sec.gov/Archives/edgar/data/915913/000091591325000026/exhibit4131231202410-k.htm) | | | | | |
| 23.4 | | | | | | [Consent of RPM Global USA, Inc. regarding lithium reserves and resources \[filed as Exhibit 23.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 12, 2025 and incorporated herein by reference\].](https://www.sec.gov/Archives/edgar/data/915913/000091591325000024/exhibit23321220258-k.htm) | | | | | |
An excerpt. Shown here: 40 of 66 rewritten, all 26 added and all 2 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary.
2 rewritten, 0 added, 3 removed, 51 unchanged
Dated: February [removed: 12, 2025][added: 11, 2026]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 12, 2025.][added: 11, 2026.]
| | | | | | | | | |
| /S/ DEAN L. SEAVERS | | | | | | Director | | |
| (Dean L. Seavers) | | | | | | | | |