A Dark Vector Cognition product

Item 5. Other Information.

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Item 5. Other Information.

In October 2024, the Company announced that its operating structure will transition 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. This transition includes a workforce reduction of 6% to 7% of the Company’s global employees, primarily in non-manufacturing roles. As a result, the Company expects to record cash charges in the range of $30 million to $50 million in the fourth quarter of 2024 for severance and related benefit costs. The restructuring is expected to be largely completed by the end of the first half of 2025; however, the Company may incur additional charges in 2025 as it continues to advance its comprehensive review of its cost and operating structure.

The information presented above contains forward-looking statements regarding the restructuring based on the Company’s current expectations. For factors that could cause actual results to differ materially from those expressed above, see “Forward-Looking Statements” of Part 1, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q.

On October 31, 2024, Albemarle Corporation, Albemarle Europe Srl, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into the second amendment (the “Second Amendment”) to that certain amended and restated credit agreement dated as of October 28, 2022, as previously amended on February 9, 2024 (the “2022 Credit Agreement”). The Second Amendment modifies (a) the leverage ratio financial maintenance covenant in the 2022 Credit Agreement by temporarily increasing the maximum leverage ratio permitted by the covenant to (i) 4.75:1.0 (as of the end of first quarter of 2025), (ii) 5.75:1.0 (as of the end of second quarter of 2025), (iii) 5.50:1.0 (as of the end of third quarter of 2025), (iv) 5.00:1.0 (as of the end of fourth quarter of 2025), and (v) 4.75:1.0 (as of the end of each of first and second quarters of 2026), returning to the original 3.50:1.0 maximum leverage ratio as of the end of third quarter of 2026 and thereafter, and (b) interest coverage ratio financial maintenance covenant in the 2022 Credit Agreement by temporarily decreasing the minimum interest coverage ratio permitted by the covenant to (i) 1.00:1.0 (as of the end of fourth quarter of 2024 and each fiscal quarter thereafter through the second quarter of 2025), (ii) 2.00:1.0 (as of the end of third quarter of 2025), and (iii) 2.50:1.0 (as of the end of fourth quarter of 2025), returning to the original 3.00:1.0 minimum interest coverage ratio as of the end of first quarter of 2026 and thereafter. The Second Amendment includes certain other amendments to the 2022 Credit Agreement, including certain limitations on liens, subsidiary indebtedness, share repurchases and common dividends.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

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