Item 1. Financial Statements (Unaudited).

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Item 1. Financial Statements (Unaudited).

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net sales$1,307,829$1,354,692$3,714,702$4,145,813
Cost of goods sold(a)1,190,2191,458,7263,243,9174,221,487
Gross profit (loss)117,610(104,034)470,785(75,674)
Selling, general and administrative expenses138,577154,253394,536482,052
Goodwill impairment charges181,070—181,070—
Restructuring charges and asset write-offs2,275828,1465,6601,156,522
Research and development expenses12,67422,39739,21766,699
Operating loss(216,986)(1,108,830)(149,698)(1,780,947)
Interest and financing expenses(50,959)(47,760)(149,875)(120,916)
Other income (expenses), net28,799(22,256)32,49061,311
Loss before income taxes and equity in net income of unconsolidated investments(239,146)(1,178,846)(267,083)(1,840,552)
Income tax (benefit) expense(30,565)110,853(449)76,472
Loss before equity in net income of unconsolidated investments(208,581)(1,289,699)(266,634)(1,917,024)
Equity in net income of unconsolidated investments (net of tax)60,640229,058203,184696,436
Net loss(147,941)(1,060,641)(63,450)(1,220,588)
Net income attributable to noncontrolling interests(12,753)(8,351)(32,999)(34,154)
Net loss attributable to Albemarle Corporation(160,694)(1,068,992)(96,449)(1,254,742)
Mandatory convertible preferred stock dividends(41,688)(41,687)(125,063)(94,959)
Net loss attributable to Albemarle Corporation common shareholders$(202,382)$(1,110,679)$(221,512)$(1,349,701)
Basic loss per share attributable to common shareholders$(1.72)$(9.45)$(1.88)$(11.49)
Diluted loss per share attributable to common shareholders$(1.72)$(9.45)$(1.88)$(11.49)
Weighted-average common shares outstanding – basic117,685117,535117,651117,505
Weighted-average common shares outstanding – diluted117,685117,535117,651117,505

(a)Included purchases from related unconsolidated affiliates of $146.9 million and $441.1 million for the three-month periods ended September 30, 2025 and 2024, respectively, and $425.3 million and $1.6 billion for the nine-month periods ended September 30, 2025 and 2024, respectively.

See accompanying Notes to the Condensed Consolidated Financial Statements.

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Thousands)

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net loss$(147,941)$(1,060,641)$(63,450)$(1,220,588)
Other comprehensive (loss) income, net of tax:
Foreign currency translation and other(3,987)158,724373,78661,753
Cash flow hedge(107)9,215(321)(2,828)
Total other comprehensive (loss) income, net of tax(4,094)167,939373,46558,925
Comprehensive (loss) income(152,035)(892,702)310,015(1,161,663)
Comprehensive income attributable to noncontrolling interests(12,707)(8,509)(32,994)(34,323)
Comprehensive (loss) income attributable to Albemarle Corporation$(164,742)$(901,211)$277,021$(1,195,986)

See accompanying Notes to the Condensed Consolidated Financial Statements.

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Per Share Amounts)

(Unaudited)

September 30,December 31,
20252024
Assets
Current assets:
Cash and cash equivalents$1,931,758$1,192,230
Trade accounts receivable, less allowance for credit losses (2025 – $4,705; 2024 – $5,201)733,477742,201
Other accounts receivable107,701238,384
Inventories1,532,6221,502,531
Other current assets249,347166,916
Total current assets4,554,9053,842,262
Property, plant and equipment, at cost12,902,99812,523,368
Less accumulated depreciation and amortization3,680,7553,191,898
Net property, plant and equipment9,222,2439,331,470
Investments914,0401,117,739
Other assets736,279504,711
Goodwill1,490,8691,582,714
Other intangibles, net of amortization229,949230,753
Total assets$17,148,285$16,609,649
Liabilities And Equity
Current liabilities:
Accounts payable to third parties$780,377$793,455
Accounts payable to related parties122,794150,432
Accrued expenses500,940467,997
Current portion of long-term debt445,384398,023
Dividends payable61,33961,282
Income taxes payable93,12095,275
Total current liabilities2,003,9541,966,464
Long-term debt3,181,0093,118,142
Postretirement benefits31,91531,930
Pension benefits118,004116,192
Other noncurrent liabilities1,137,211819,204
Deferred income taxes407,134358,029
Commitments and contingencies (Note 7)
Equity:
Albemarle Corporation shareholders’ equity:
Common stock, $.01 par value, authorized – 275,000, issued and outstanding – 117,692 in 2025 and 117,560 in 20241,1771,176
Mandatory convertible preferred stock, Series A, no par value, $1,000 stated value, authorized – 15,000, issued and outstanding – 2,300 in 2025 and 20242,235,1052,235,105
Additional paid-in capital3,011,2102,985,606
Accumulated other comprehensive loss(368,592)(742,062)
Retained earnings5,117,2135,481,692
Total Albemarle Corporation shareholders’ equity9,996,1139,961,517
Noncontrolling interests272,945238,171
Total equity10,269,05810,199,688
Total liabilities and equity$17,148,285$16,609,649

See accompanying Notes to the Condensed Consolidated Financial Statements.

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands, Except Per Share Amounts)

(Unaudited)

(In Thousands, Except Share Data)Mandatory Convertible Preferred StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Albemarle Shareholders’ EquityNoncontrolling InterestsTotal Equity
Common Stock
SharesAmountsSharesAmounts
Balance at June 30, 2025117,669,251$1,1772,300,000$2,235,105$3,001,531$(364,544)$5,367,257$10,240,526$258,458$10,498,984
Net (loss) income(160,694)(160,694)12,753(147,941)
Other comprehensive loss(4,048)(4,048)(46)(4,094)
Common stock dividends declared, $0.405 per common share(47,662)(47,662)—(47,662)
Mandatory convertible preferred stock cumulative dividends(41,688)(41,688)(41,688)
Stock-based compensation9,6009,6009,600
Exercise of stock options5,450—308308308
Issuance of common stock, net20,447————
Change in ownership interest of noncontrolling interest——1,7801,780
Withholding taxes paid on stock-based compensation award distributions(3,098)—(229)(229)(229)
Balance at September 30, 2025117,692,050$1,1772,300,000$2,235,105$3,011,210$(368,592)$5,117,213$9,996,113$272,945$10,269,058
Balance at June 30, 2024117,528,174$1,1752,300,000$2,235,105$2,969,851$(637,551)$6,653,979$11,222,559$260,596$11,483,155
Net (loss) income(1,068,992)(1,068,992)8,351(1,060,641)
Other comprehensive income167,781167,781158167,939
Common stock dividends declared, $0.405 per common share(47,603)(47,603)(19,039)(66,642)
Mandatory convertible preferred stock cumulative dividends(41,687)(41,687)(41,687)
Stock-based compensation8,7238,7238,723
Exercise of stock options500—282828
Issuance of common stock, net11,6211—11
Withholding taxes paid on stock-based compensation award distributions(2,461)—(215)(215)(215)
Balance at September 30, 2024117,537,834$1,1762,300,000$2,235,105$2,978,387$(469,770)$5,495,697$10,240,595$250,066$10,490,661
(In Thousands, Except Share Data)Mandatory Convertible Preferred StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Albemarle Shareholders’ EquityNoncontrolling InterestsTotal Equity
Common Stock
SharesAmountsSharesAmounts
Balance at December 31, 2024117,559,774$1,1762,300,000$2,235,105$2,985,606$(742,062)$5,481,692$9,961,517$238,171$10,199,688
Net (loss) income(96,449)(96,449)32,999(63,450)
Other comprehensive income (loss)373,470373,470(5)373,465
Common stock dividends declared, $1.215 per common share(142,967)(142,967)—(142,967)
Mandatory convertible preferred stock cumulative dividends(125,063)(125,063)(125,063)
Stock-based compensation27,28127,28127,281
Exercise of stock options26,601—1,4941,4941,494
Issuance of common stock, net146,9161(1)——
Change in ownership interest of noncontrolling interest——1,7801,780
Withholding taxes paid on stock-based compensation award distributions(41,241)—(3,170)(3,170)(3,170)
Balance at September 30, 2025117,692,050$1,1772,300,000$2,235,105$3,011,210$(368,592)$5,117,213$9,996,113$272,945$10,269,058
Balance at December 31, 2023117,356,270$1,174—$—$2,952,517$(528,526)$6,987,015$9,412,180$252,919$9,665,099
Net (loss) income(1,254,742)(1,254,742)34,154(1,220,588)
Other comprehensive income58,75658,75616958,925
Common stock dividends declared, $1.205 per common share(141,617)(141,617)(37,176)(178,793)
Mandatory convertible preferred stock cumulative dividends(94,959)(94,959)(94,959)
Stock-based compensation25,10525,10525,105
Exercise of stock options1,920—114114114
Issuance of common stock, net273,834311,54311,54611,546
Issuance of mandatory convertible preferred stock, net2,300,0002,235,1052,235,1052,235,105
Withholding taxes paid on stock-based compensation award distributions(94,190)(1)(10,892)(10,893)(10,893)
Balance at September 30, 2024117,537,834$1,1762,300,000$2,235,105$2,978,387$(469,770)$5,495,697$10,240,595$250,066$10,490,661

See accompanying Notes to the Condensed Consolidated Financial Statements.

ALBEMARLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Nine Months Ended September 30,
20252024
Cash and cash equivalents at beginning of year$1,192,230$889,900
Cash flows from operating activities:
Net loss(63,450)(1,220,588)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization494,968425,532
Non-cash goodwill impairment charges181,070—
Non-cash restructuring and asset write-offs—1,075,888
Stock-based compensation and other28,04824,443
Equity in net income of unconsolidated investments (net of tax)(203,184)(696,436)
Dividends received from unconsolidated investments and nonmarketable securities89,048348,358
Pension and postretirement expense5,3613,806
Pension and postretirement contributions(15,849)(13,339)
Realized loss on investments in marketable securities—33,746
Unrealized (gain) loss on investments in marketable securities(4,955)26,982
Deferred income taxes10,316(112,777)
Working capital changes46,478830,851
Noncurrent liability changes and other, net325,931(34,211)
Net cash provided by operating activities893,782692,255
Cash flows from investing activities:
Capital expenditures(434,416)(1,337,719)
Proceeds from sale of property and equipment25,651—
Proceeds from sale of available for sale debt securities288,000—
Proceeds (payments) from settlement of foreign currency forward contracts, net144,540(1,956)
Sales of marketable securities, net7,03883,651
Investments in equity investments and nonmarketable securities(180)(217)
Net cash provided by (used in) investing activities30,633(1,256,241)
Cash flows from financing activities:
Proceeds from issuance of mandatory convertible preferred stock, net of issuance costs—2,236,750
Repayments of long-term debt and credit agreements(47,947)(84,403)
Proceeds from borrowings of long-term debt and credit agreements38,33284,403
Other debt repayments, net(3,694)(629,434)
Dividends paid to common shareholders(142,899)(140,929)
Dividends paid to mandatory convertible preferred shareholders(125,063)(81,059)
Dividends paid to noncontrolling interests(18,169)(37,176)
Proceeds from exercise of stock options1,494114
Withholding taxes paid on stock-based compensation award distributions(3,170)(10,892)
Other(55)(2,758)
Net cash (used in) provided by financing activities(301,171)1,334,616
Net effect of foreign exchange on cash and cash equivalents116,2843,989
Increase in cash and cash equivalents739,528774,619
Cash and cash equivalents at end of period$1,931,758$1,664,519

See accompanying Notes to the Condensed Consolidated Financial Statements.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—Basis of Presentation:

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Albemarle Corporation and our wholly-owned, majority-owned and controlled subsidiaries (collectively, “Albemarle,” “we,” “us,” “our” or the “Company”) contain all adjustments necessary for a fair statement, in all material respects, of our consolidated balance sheets as of September 30, 2025 and December 31, 2024, our consolidated statements of loss, consolidated statements of comprehensive (loss) income and consolidated statements of changes in equity for the three-month and nine-month periods ended September 30, 2025 and 2024 and our condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 12, 2025. The December 31, 2024 consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three-month and nine-month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

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 income (loss), 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 Quarterly Report on Form 10-Q are shown below (in thousands):

Nine Months Ended September 30, 2024
As ReportedRevisionAs Revised
Working capital changes$823,194$7,657$830,851
Other, net(17,415)(16,796)(34,211)
Net cash provided by operating activities701,394(9,139)692,255
Capital expenditures$(1,330,062)$(7,657)$(1,337,719)
Payments for settlement of foreign currency forward contracts, net—(1,956)(1,956)
Net cash provided by (used in) investing activities(1,246,628)(9,613)(1,256,241)
Net effect of foreign exchange on cash and cash equivalents$(14,763)$18,752$3,989

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 2—Inventories:

The following table provides a breakdown of inventories at September 30, 2025 and December 31, 2024 (in thousands):

September 30,December 31,
20252024
Finished goods$901,867$912,662
Raw materials and work in process(a)457,684429,080
Stores, supplies and other173,071160,789
Total(b)$1,532,622$1,502,531

(a)Includes $310.5 million and $290.6 million at September 30, 2025 and December 31, 2024, respectively, of work in process in our Energy Storage segment.

(b)As a result of the decline in lithium market pricing, the Company recorded charges in Cost of goods sold to reduce the value of certain finished goods and spodumene to their net realizable value. The balance of these inventory valuation adjustments totaled $11.1 million and $104.0 million at September 30, 2025 and December 31, 2024, respectively. During the nine-month periods ended September 30, 2025 and 2024, the Company utilized $92.9 million and $591.1 million, respectively, of the inventory valuation adjustments as the inventory was sold, which are included within Working capital changes on the condensed consolidated statement of cash flows.

The Company purchases certain of its inventory from its equity method investments (primarily the Windfield Holdings Pty. Ltd. (“Windfield”) joint venture) and eliminates the balance of intra-entity profits on purchases of such inventory that remains unsold at the balance sheet date in Inventories, specifically finished goods and equally reduces Equity in net income of unconsolidated investments (net of tax) on the consolidated statements of loss. The balance of intra-entity profits on inventory purchased from equity method investments in Inventories totaled $34.8 million and $66.8 million at September 30, 2025 and December 31, 2024, respectively. The intra-entity profit is recognized in Equity in net income of unconsolidated investments (net of tax) in the period that converted inventory is sold to a third-party customer. In the same period, the intra-entity profit is also recognized as higher Cost of goods sold on the consolidated statements of loss.

NOTE 3—Investments:

Unconsolidated Joint Ventures

The following table details the Company’s equity in net income of unconsolidated investments (net of tax) for the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Windfield$52,383$227,266$179,131$678,940
Other joint ventures8,2571,79224,05317,496
Total$60,640$229,058$203,184$696,436

The Company holds a 49% equity interest in Windfield, where the ownership parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Windfield to be a variable interest entity (“VIE”), however this investment is not consolidated as the Company is not the primary beneficiary. The carrying amount of the Company’s 49% equity interest in Windfield, which is the Company’s most significant VIE, was $674.5 million and $583.6 million at September 30, 2025 and December 31, 2024, respectively. The Company’s unconsolidated VIEs are reported in Investments on the consolidated balance sheets. The Company does not guarantee debt for, or have other financial support obligations to, these entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the investments.

The following table summarizes the unaudited results of operations for the Windfield joint venture, which met the significant subsidiary test for subsidiaries not consolidated or 50% or less owned persons under Rule 10-01 of Regulation S-X, for the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net sales$219,898$338,844$806,337$1,070,835
Gross profit124,505244,490486,987786,082
Income before income taxes76,208205,071382,358626,023
Net income53,344143,147267,985436,247

Public Equity Securities

Included in the Company’s investments balance are holdings in equity securities of public companies. The fair value is measured using publicly available share prices of the investments, with any changes reported in Other income (expenses), net in our consolidated statements of loss. During the three-month and nine-month periods ended September 30, 2025, the Company recorded unrealized mark-to-market gains of $7.9 million and $3.1 million, respectively, in Other income (expenses), net for all public equity securities held at the end of the balance sheet date. During the three-month and nine-month periods ended September 30, 2024, the Company recorded unrealized mark-to-market losses of $5.0 million and $32.2 million, respectively, in Other income (expenses), net for all public equity securities held at the end of the balance sheet date.

In January 2024, the Company sold equity securities of a public company for proceeds of approximately $81.5 million. As a result of the sale, the Company realized a loss of $33.7 million in Other income (expenses), net during the nine months ended September 30, 2024.

Other

As part of the proceeds from the sale of the fine chemistry services (“FCS”) business on June 1, 2021, W.R. Grace & Co. (“Grace”) issued Albemarle preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity began accruing payment-in-kind (“PIK”) dividends at an annual rate of 12% on June 1, 2023. In June 2025, the Company redeemed the preferred equity from Grace 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. As a result, the Company recorded a loss of $38.0 million within Other income (expenses), net during the nine months ended September 30, 2025, representing the difference between the cash received and the recorded fair value of $326.0 million prior to redemption.

NOTE 4—Goodwill and Other Intangibles:

The following table summarizes the changes in goodwill by reportable segment for the nine-month period ended September 30, 2025 (in thousands):

Energy StorageSpecialtiesKetjenTotal
Balance at December 31, 2024(a)$1,387,591$32,577$162,546$1,582,714
Impairment charges(b)——(181,070)(181,070)
Foreign currency translation adjustments70,6346718,52489,225
Balance at September 30, 2025(c)$1,458,225$32,644$—$1,490,869

(a) Balance at December 31, 2024 included an accumulated impairment loss of $6.8 million from the Performance Catalyst Solutions reporting unit within the Ketjen segment. As a result, the balance of Ketjen goodwill at December 31, 2024 fully consisted of goodwill related to the Refining Solutions reporting unit.

(b) During the three months ended September 30, 2025, the Company made significant progress on the potential divestiture of the Refining Solutions reporting unit. The progression of related discussions indicated it was more likely than not that the fair value of the Refining Solutions reporting unit was less than its carrying value as of September 30, 2025. Accordingly, the Company performed an interim goodwill impairment test as of that date. Subsequent to the balance sheet date, the Company entered into definitive agreements on October 23, 2025 and October 25, 2025 to divest its 50% ownership interest in Eurecat S.A., a joint venture within the Refining Solutions reporting unit, and to divest the controlling ownership interest in the remaining Refining Solutions business, respectively (see Note 20, "Subsequent Events," for further details). The agreed upon transaction prices in these agreements corroborate the conclusion reached in the interim impairment analysis that the carrying value of the Refining Solutions reporting unit exceeded its fair value as of September 30, 2025. As a result, the Company recorded a $181.1 million non-cash goodwill impairment charge, representing the full value of goodwill associated with the Refining Solutions reporting unit within the Ketjen segment.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(c) Balance at September 30, 2025 included an accumulated impairment loss of $187.9 million from the Refining Solutions and Performance Catalyst Solutions reporting units within the Ketjen segment.

The following table summarizes the changes in other intangibles and related accumulated amortization for the nine-month period ended September 30, 2025 (in thousands):

Customer Lists and RelationshipsTrade Names and Trademarks**(a)**Patents and TechnologyOtherTotal
Gross Asset Value
Balance at December 31, 2024$402,012$10,670$32,265$29,010$473,957
Foreign currency translation adjustments and other26,7225992,91080931,040
Balance at September 30, 2025$428,734$11,269$35,175$29,819$504,997
Accumulated Amortization
Balance at December 31, 2024$(216,231)$(1,324)$(14,253)$(11,396)$(243,204)
Amortization(14,312)—(1,957)(716)(16,985)
Foreign currency translation adjustments and other(14,189)—(453)(217)(14,859)
Balance at September 30, 2025$(244,732)$(1,324)$(16,663)$(12,329)$(275,048)
Net Book Value at December 31, 2024$185,781$9,346$18,012$17,614$230,753
Net Book Value at September 30, 2025$184,002$9,945$18,512$17,490$229,949

(a) Net Book Value includes only indefinite-lived intangible assets.

NOTE 5—Long-Term Debt:

Long-term debt at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30,December 31,
20252024
1.125% notes due 2025$439,959$393,346
1.625% notes due 2028583,300521,500
3.45% Senior notes due 2029171,612171,612
4.65% Senior notes due 2027650,000650,000
5.05% Senior notes due 2032600,000600,000
5.45% Senior notes due 2044350,000350,000
5.65% Senior notes due 2052450,000450,000
Interest-free loan300,000300,000
Variable-rate foreign bank loans18,70427,477
Finance lease obligations116,171118,796
Other22,00022,000
Unamortized discount and debt issuance costs(75,353)(88,566)
Total long-term debt3,626,3933,516,165
Less amounts due within one year445,384398,023
Long-term debt, less current portion$3,181,009$3,118,142

Accounts Receivable Purchase Agreement

We are party to a master receivables purchase agreement, under which we may sell up to approximately $94 million of available and eligible outstanding customer accounts receivable generated by sales to certain customers. The agreement is uncommitted and can be terminated by us or the purchaser upon notice in accordance with the terms of the agreement.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheets as of the effective time of the sales transaction. During the three-month and nine-month periods ended September 30, 2025, the Company sold and removed approximately $45.8 million and $106.6 million, respectively, of accounts receivable under this master receivables purchase agreement. The Company incurred approximately $0.2 million and $0.3 million, respectively, of fees associated with the master receivables purchase agreement during the three-month and nine-month periods ended September 30, 2025. Costs associated with the sales of receivables are reflected in the consolidated statements of loss for the periods in which the sales occur.

NOTE 6—Other Noncurrent Liabilities:

Other noncurrent liabilities consist of the following at September 30, 2025 and December 31, 2024 (in thousands):

September 30,December 31,
20252024
Transition tax on foreign earnings(a)$—$44,647
Operating leases(b)108,64599,514
Liabilities related to uncertain tax positions254,665259,586
Executive deferred compensation plan obligation33,01738,243
Environmental liabilities(c)16,37315,783
Asset retirement obligations94,96294,854
Tax indemnification liability(d)11,98012,567
Deferred revenue362,40278,027
Capital expenditure incentive payables(e)159,42474,506
Other(f)95,743101,477
Total$1,137,211$819,204

(a)Noncurrent portion of one-time transition tax on foreign earnings.

(b)See Note 13, “Leases.”

(c)See Note 7, “Commitments and Contingencies.”

(d)Indemnification of certain income and non-income tax liabilities, primarily associated with the Chemetall Surface Treatment entities sold in 2017.

(e)When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset values, and the underlying assets are recorded in property, plant and equipment.

(f)No individual component exceeds 5% of total liabilities.

In the normal course of business, amounts received from customers in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue, and are recognized within Net sales as the Company satisfies the related performance obligation. During the nine-month period ended September 30, 2025, the Company received $350 million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next 5 years. $65.6 million of deferred revenue is expected to be recognized within Net sales over the next twelve months and is reported in Accrued expenses on the consolidated balance sheet. There was no deferred revenue recognized in Net sales during the three-month and nine-month periods ended September 30, 2025.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 7—Commitments and Contingencies:

Environmental

The following activity was recorded in environmental liabilities for the nine months ended September 30, 2025 (in thousands):

Beginning balance at December 31, 2024$20,023
Expenditures(579)
Accretion of discount644
Foreign currency translation adjustments and other351
Ending balance at September 30, 202520,439
Less amounts reported in Accrued expenses4,066
Amounts reported in Other noncurrent liabilities$16,373

Environmental remediation liabilities included discounted liabilities of $16.9 million and $16.8 million at September 30, 2025 and December 31, 2024, respectively, discounted at rates with a weighted-average of 4.0%, and with the undiscounted amount totaling $34.2 million and $34.5 million at September 30, 2025 and December 31, 2024, respectively.

The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations could represent an additional $40 million before income taxes, in excess of amounts already recorded.

We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period.

Litigation

We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally expensed as incurred.

In April 2025, the Company concluded its non-prosecution agreement with the U.S. Department of Justice (“DOJ”) prior to the end of its term in recognition that the terms of the agreement had been satisfied. The non-prosecution agreement was implemented in September 2023 following the Company’s self-reporting of a matter that occurred in 2018.

Indemnities

We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the financial condition of those parties who may have indemnification obligations to the Company is generally sound, in the event the Company seeks indemnity under any of these agreements or through other means, there can be no assurance that any party who may have obligations to indemnify us will adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities.

The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses of acquired businesses that were divested prior to the completion of the acquisition. In the opinion of management, and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

operations or cash flows. The Company had approximately $12.0 million and $12.6 million at September 30, 2025 and December 31, 2024, respectively, recorded in Other noncurrent liabilities, primarily related to the indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities sold in 2017.

Other

The Company has contracts with certain of its customers which serve as guarantees of product delivery and performance according to customer specifications that can cover both shipments on an individual basis, as well as blanket coverage of multiple shipments under certain customer supply contracts. The financial coverage provided by these guarantees is typically based on a percentage of net sales value. The Company is unable to estimate the maximum amount of the potential future liability under performance guarantees. However, the Company accrues for any potential loss for which we believe a future payment is probable and a range of loss can be reasonably estimated. At September 30, 2025, the Company believes its liability under such obligations is immaterial.

NOTE 8—Equity:

Common Stock

On July 22, 2025, the Company’s board of directors declared a cash dividend of $0.405 per share. This dividend was paid on October 1, 2025 to shareholders of record at the close of business as of September 12, 2025. On October 27, 2025, the Company’s board of directors declared a cash dividend of $0.405 per share, which is payable on January 2, 2026 to shareholders of record at the close of business as of December 12, 2025.

Mandatory Convertible Preferred Stock

On March 8, 2024, the Company issued 46,000,000 depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The 2,300,000 shares of Mandatory Convertible Preferred Stock issued had a $1,000 per share liquidation preference. As a result of this transaction, the Company received cash proceeds of approximately $2.2 billion, net of underwriting fees and offering costs.

Dividends on the Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as and if declared by the Albemarle board of directors, or an authorized committee thereof, at an annual rate of 7.25% on the liquidation preference of $1,000 per share, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. Dividends that are declared on the Mandatory Convertible Preferred Stock will be payable quarterly to the holders of record on the February 15, May 15, August 15 and November 15 of each year, immediately preceding the relevant dividend payment date, whether or not such holders convert their Depositary Shares, or such Depositary Shares are automatically converted, after a record date and on or prior to the immediately succeeding dividend payment date. The Company pays a quarterly cash dividend of $18.125 per share of Mandatory Convertible Preferred Stock. Dividends are expected to be paid on March 1, June 1, September 1 and December 1 of each year ending on, and including, March 1, 2027.

The Company may not redeem the shares of the Mandatory Convertible Preferred Stock. However, at its option, the Company may purchase the Mandatory Convertible Preferred Stock from time to time on the open market, by tender offer, exchange offer or otherwise.

Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be March 1, 2027, into between 7.618 shares and 9.140 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock (the “Certificate of Designations”). The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 1, 2027.

Holders of shares of Mandatory Convertible Preferred Stock have the option to convert all or any portion of their shares of the Mandatory Convertible Preferred Stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends as described in the Certificate of Designations.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

If a Fundamental Change, as defined in the Certificate of Designations, occurs on or prior to March 1, 2027, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their Mandatory Convertible Preferred Stock at the fundamental change conversion rate, as defined in the Certificate of Designations, as for a specified period of time and to also receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.

There were 2,300,000 shares of Mandatory Convertible Preferred Stock issued and outstanding at September 30, 2025.

Accumulated Other Comprehensive Loss

The components and activity in Accumulated other comprehensive loss (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands):

Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Foreign Currency Translation and OtherCash Flow Hedge**(a)**TotalForeign Currency Translation and OtherCash Flow Hedge(a)Total
Balance, beginning of period$(369,470)$4,926$(364,544)$(633,583)$(3,968)$(637,551)
Other comprehensive (loss) income before reclassifications(4,004)(47)(4,051)158,708(6,849)151,859
Amounts reclassified from accumulated other comprehensive loss17(60)(43)1616,06416,080
Other comprehensive (loss) income, net of tax(3,987)(107)(4,094)158,7249,215167,939
Other comprehensive loss (income) attributable to noncontrolling interests46—46(158)—(158)
Balance, end of period$(373,411)$4,819$(368,592)$(475,017)$5,247$(469,770)
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Foreign Currency Translation and OtherCash Flow Hedge**(a)**TotalForeign Currency Translation and OtherCash Flow Hedge**(a)**Total
Balance, beginning of period$(747,202)$5,140$(742,062)$(536,601)$8,075$(528,526)
Other comprehensive income (loss) before reclassifications373,737(113)373,62461,704(24,131)37,573
Amounts reclassified from accumulated other comprehensive loss49(208)(159)4921,30321,352
Other comprehensive income (loss), net of tax373,786(321)373,46561,753(2,828)58,925
Other comprehensive loss (income) attributable to noncontrolling interests5—5(169)—(169)
Balance, end of period$(373,411)$4,819$(368,592)$(475,017)$5,247$(469,770)

(a)We previously entered into a foreign currency forward contract, which was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. During 2024, the Company dedesignated the remaining foreign currency forward contracts accounted for as cash flow hedges. The related loss was reclassified to Other income (expenses), net during the nine-month period ended September 30, 2024. The balance of the settled hedged foreign currency forward contracts will be reclassified to earnings over the life of the related assets. See Note 9, “Restructuring Charges and Asset Write-offs,” and Note 14, “Fair Value of Financial Instruments,” for additional information.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The amount of income tax benefit (expense) allocated to each component of Other comprehensive (loss) income for the three-month and nine-month periods ended September 30, 2025 and 2024 is provided in the following tables (in thousands):

Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Foreign Currency Translation and OtherCash Flow HedgeTotalForeign Currency Translation and OtherCash Flow HedgeTotal
Other comprehensive (loss) income, before tax$(4,216)$(107)$(4,323)$158,727$14,376$173,103
Income tax benefit (expense)229—229(3)(5,161)(5,164)
Other comprehensive (loss) income, net of tax$(3,987)$(107)$(4,094)$158,724$9,215$167,939
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Foreign Currency Translation and OtherCash Flow HedgeTotalForeign Currency Translation and OtherCash Flow HedgeTotal
Other comprehensive income (loss), before tax$367,903$(321)$367,582$61,763$(2,828)$58,935
Income tax benefit (expense)5,883—5,883(10)—(10)
Other comprehensive income (loss), net of tax$373,786$(321)$373,465$61,753$(2,828)$58,925

NOTE 9—Restructuring Charges and Asset Write-offs:

Second Half 2024 Restructuring

In July 2024, the Company announced a comprehensive review of its cost and operating structure to proactively respond to ongoing industry headwinds, particularly in the lithium value chain, and to maintain a competitive position. As part of this review, the Company made the decision to stop construction of Kemerton Train 3 in Western Australia, and put Kemerton Train 2 into care and maintenance, as the Company determined the current lithium price environment makes it less economical to expand conversion in Australia. Kemerton Train 1 will continue to operate and activity around it is currently focused on commercialization efforts. Additionally, as part of this restructuring plan, the Company placed the Chengdu, China conversion plant into care and maintenance during the first half of 2025. Production from the Chengdu site has been transferred to another processing facility in China.

The Company’s actions regarding Kemerton are part of a broader effort focused on preserving its world-class resource advantages, optimizing its global conversion network, improving the Company’s cost competitiveness and efficiency by lowering operating costs, reducing capital intensity and enhancing the Company’s financial flexibility. As part of this effort, effective November 1, 2024, the Company transitioned its operating structure to a fully integrated functional model (excluding Ketjen) from a global business unit model. As a result, the Company implemented a global workforce reduction that impacted 6-7% of total headcount during the second half of 2024.

Since inception the Company has recorded charges for this plan consisting of asset write-offs of $726.0 million, severance and employee benefits of $53.4 million, contract cancellation costs of $38.7 million and other (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $38.7 million. Charges related to Second Half 2024 Restructuring were primarily recorded in the Energy Storage segment, with the exception of severance and employee benefits, which were recorded globally in Corporate and all segments. The Company does not expect any further material costs associated with the Second Half 2024 Restructuring.

First Half 2024 Restructuring

In January 2024, the Company announced measures to unlock near-term cash flow and generate long-term financial flexibility by re-phasing organic growth investments and optimizing its cost structure. As part of these measures, during the second quarter of 2024, the Company indefinitely suspended construction of Kemerton Train 4, as well as deferred spending

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and investments with respect to certain other capital projects, primarily within the Energy Storage segment. In addition, the Company recorded severance costs for employees in Corporate and each of the businesses as part of these announced measures. As a result, since inception the Company has recorded charges for this plan consisting of asset write-offs of $280.6 million, severance and employee benefits of $18.9 million, contract cancellation costs of $24.9 million and other (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $5.4 million. No further costs associated with the First Half 2024 Restructuring are expected to be recorded as this restructuring plan was completed in the first half of 2024.

Detail of Restructuring Charges and Liabilities

The following table provides details of our restructuring related charges for the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, 2025
Asset Write-offs**(a)**Severance and Employee Benefits**(b)**Contract Cancellation Costs**(c)**Other**(d)**Total
Second Half 2024 Restructuring(e)$—$—$552$1,769$2,321
Three Months Ended September 30, 2024
Asset Write-offs**(a)**Severance and Employee Benefits**(b)**Contract Cancellation Costs**(c)**Other**(d)**Total
First Half 2024 Restructuring(e)$4,562$504$(3,248)$—$1,818
Second Half 2024 Restructuring(e)785,0057,98842,45623,597859,046
$789,567$8,492$39,208$23,597$860,864
Nine Months Ended September 30, 2025
Asset Write-offs**(a)**Severance and Employee Benefits**(b)**Contract Cancellation Costs**(c)**Other**(d)**Total
Second Half 2024 Restructuring(e)$(6,878)$2,184$1,329$9,137$5,772
Nine Months Ended September 30, 2024
Asset Write-offs**(a)**Severance and Employee Benefits**(b)**Contract Cancellation Costs**(c)**Other**(d)**Total
First Half 2024 Restructuring(e)$280,596$19,365$30,233$5,374$335,568
Second Half 2024 Restructuring(e)785,0057,98842,45623,597859,046
$1,065,601$27,353$72,689$28,971$1,194,614

(a) In 2025, the Company received proceeds for certain Kemerton equipment and updated its estimates concerning the progress of construction activities and related contractual obligations, resulting in a net favorable adjustment of asset write-offs. In 2024, asset write-offs included $16.5 million recorded in Cost of goods sold, primarily related to work in process inventory with no future value as a result of the decommissioning of Kemerton Train 2 that was placed into care and maintenance. The remainder of the asset write-offs primarily related to property, plant and equipment of the in-construction Kemerton Trains 3 and 4, and Kemerton Train 2 that was placed into care and maintenance. Asset write-off charges not related to inventories and changes in estimates were recorded in Restructuring charges and asset write-offs.

(b) Severance and employee benefit charges for global employees terminated during the various restructuring programs were recorded in Restructuring charges and asset write-offs.

(c) Includes cancellation fees for contractors and required payments under take or pay contracts. All contract cancellation costs and favorable adjustments were recorded in Restructuring charges and asset write-offs.

(d) Other includes costs to put Kemerton Train 2 and the Chengdu, China conversion plant into care and maintenance and similar restructuring costs, and are recorded in Restructuring charges and asset write-offs. In addition, Other also includes the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss. A loss of $16.2 million was recorded in Other income (expenses), net, for the three-month and nine-month periods ended September 30, 2024 related to the Second Half 2024

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Restructuring and a loss of $5.4 million was recorded in Other income (expenses), net for the nine-month period ended September 30, 2024 related to the First Half 2024 Restructuring.

(e) Severance and employee benefits related to Corporate and all segments. All other restructuring costs were primarily recorded in the Energy Storage segment.

The following tables summarize the changes in restructuring liabilities for the nine-month period ended September 30, 2025 (in thousands):

Second Half 2024 RestructuringAsset Write-offsSeverance and Employee BenefitsContract Cancellation CostsOtherTotal
Beginning balance at December 31, 2024$—$15,867$32,479$8,811$57,157
2025 charges2,1425,398—9,13716,677
Change in estimate(a)(9,020)(3,214)1,329—(10,905)
Cash payments—(16,136)(9,246)(3,650)(29,032)
Asset write-off/hedge dedesignation6,878——(9,137)(2,259)
Foreign currency translation adjustments and other—(29)(168)—(197)
Ending balance at September 30, 2025(b)$—$1,886$24,394$5,161$31,441
First Half 2024 RestructuringAsset Write-offsSeverance and Employee BenefitsContract Cancellation CostsOtherTotal
Beginning balance at December 31, 2024$—$—$2,767$—$2,767
Cash payments——(1,742)—(1,742)
Other——(1,025)—(1,025)
Ending balance at September 30, 2025(b)$—$—$—$—$—

(a) In 2025, the Company received proceeds for certain Kemerton equipment and updated its estimates concerning the progress of construction activities and related contractual obligation, as well as updated estimates of severance charges in the U.S., resulting in a favorable adjustment of asset write-offs and severance and employee benefits. Additionally, the Company negotiated revised contract cancellation costs with key suppliers, which resulted in adjustments of the restructuring related charges.

(b) Approximately $19.0 million of the remaining balance is expected to be paid in the next twelve months and are recorded in Accrued expenses as of September 30, 2025. $12.4 million of the liability is recorded in Other noncurrent liabilities as of September 30, 2025, and relates to certain take or pay liabilities that will be paid in line with the terms of the original contract through 2027.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 10—Pension Plans and Other Postretirement Benefits:

The components of pension and postretirement benefits cost (credit) for the three-month and nine-month periods ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Pension Benefits Cost (Credit):
Service cost$1,466$1,576$4,310$4,705
Interest cost8,5058,16325,29824,448
Expected return on assets(8,609)(8,854)(25,732)(26,522)
Amortization of prior service benefit20205959
Total net pension benefits cost$1,382$905$3,935$2,690
Postretirement Benefits Cost:
Service cost$4$12$14$35
Interest cost4713601,4121,081
Total net postretirement benefits cost$475$372$1,426$1,116
Total net pension and postretirement benefits cost$1,857$1,277$5,361$3,806

All components of net benefit cost, other than service cost, are included in Other income (expenses), net on the consolidated statements of loss.

During the three-month and nine-month periods ended September 30, 2025, the Company made contributions of $5.9 million and $15.8 million, respectively, to its qualified and nonqualified plans and the U.S. postretirement benefit plan. During the three-month and nine-month periods ended September 30, 2024, the Company made contributions of $3.9 million and $13.3 million, respectively, to its qualified and nonqualified pension plans and the U.S. postretirement benefit plan.

NOTE 11—Income Taxes:

The effective income tax rates for the three-month and nine-month periods ended September 30, 2025 were 12.8% and 0.2%, respectively, compared to (9.4)% and (4.2)% for the three-month and nine-month periods ended September 30, 2024, respectively. The Company’s effective income tax rate fluctuates based on, among other factors, the amount and location of income. The change in effective tax rate in the three-month and nine-month periods ended September 30, 2025, compared to the three-month and nine-month periods ended September 30, 2024, was due to the impact of 2025 earnings in various jurisdictions. The difference between the U.S. federal statutory income tax rate of 21% and Company’s effective income tax rate for the three-month and nine-month periods ended September 30, 2025 was due to the net impact of the location in which income was earned, including the impact of valuation allowances for losses in the Company’s consolidated Australian entities and certain entities in China. The goodwill impairment charge recorded during the three-month and nine-month periods ended September 30, 2025 was primarily non-deductible and resulted in a minimal income tax benefit. The difference between the U.S. federal statutory income tax rate of 21% and the Company’s effective income tax rate for the three-month and nine-month periods ended September 30, 2024 was impacted by a variety of factors, primarily the location in which income was earned, including the valuation allowance for losses in our consolidated Australian entities and certain entities in China, and an uncertain tax position recorded in Chile.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 12—Earnings Per Share:

Basic and diluted loss per share for the three-month and nine-month periods ended September 30, 2025 and 2024 are calculated as follows (in thousands, except per share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic loss per share
Numerator:
Net loss attributable to Albemarle Corporation$(160,694)$(1,068,992)$(96,449)$(1,254,742)
Mandatory convertible preferred stock dividends(41,688)(41,687)(125,063)(94,959)
Net loss attributable to Albemarle Corporation common shareholders$(202,382)$(1,110,679)$(221,512)$(1,349,701)
Denominator:
Weighted-average common shares for basic loss per share117,685117,535117,651117,505
Basic loss per share$(1.72)$(9.45)$(1.88)$(11.49)
Diluted loss per share
Numerator:
Net loss attributable to Albemarle Corporation$(160,694)$(1,068,992)$(96,449)$(1,254,742)
Mandatory convertible preferred stock dividends(41,688)(41,687)(125,063)(94,959)
Net loss attributable to Albemarle Corporation common shareholders$(202,382)$(1,110,679)$(221,512)$(1,349,701)
Denominator:
Weighted-average common shares for diluted loss per share117,685117,535117,651117,505
Diluted loss per share$(1.72)$(9.45)$(1.88)$(11.49)

The following table summarizes the number of shares, calculated on a weighted average basis, not included in the computation of diluted earnings per share because their effect would have been anti-dilutive (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Shares assuming the conversion of the mandatory convertible preferred stock21,02221,02221,02215,568
Shares under the stock compensation plans1,5021,1381,4021,058

NOTE 13—Leases:

We lease certain office space, buildings, transportation and equipment in various countries. The initial lease terms generally range from 1 to 30 years for real estate leases, and from 2 to 15 years for non-real estate leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.

Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table provides details of our lease contracts for the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Operating lease cost$9,499$9,184$26,836$28,302
Finance lease cost:
Amortization of right of use assets1,8911,6535,9155,318
Interest on lease liabilities1,6031,5684,8344,769
Total finance lease cost3,4943,22110,74910,087
Short-term lease cost6,7334,63918,73219,443
Variable lease cost12,0659,61835,76426,630
Total lease cost$31,791$26,662$92,081$84,462

Supplemental cash flow information related to our lease contracts for the nine-month periods ended September 30, 2025 and 2024 is as follows (in thousands):

Nine Months Ended September 30,
20252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$26,239$26,760
Operating cash flows from finance leases4,8208,176
Financing cash flows from finance leases3,6943,733
Right-of-use assets obtained in exchange for lease obligations:
Operating leases42,96816,595
Finance leases—6,200

Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at September 30, 2025 and December 31, 2024 is as follows (in thousands, except as noted):

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

September 30, 2025December 31, 2024
Operating leases:
Other assets$126,024$118,839
Accrued expenses29,12832,626
Other noncurrent liabilities108,64599,514
Total operating lease liabilities137,773132,140
Finance leases:
Net property, plant and equipment112,046117,038
Current portion of long-term debt5,5175,183
Long-term debt110,653113,613
Total finance lease liabilities116,170118,796
Weighted average remaining lease term (in years):
Operating leases12.912.9
Finance leases19.620.4
Weighted average discount rate (%):
Operating leases5.00%4.47%
Finance leases5.55%5.55%

Maturities of lease liabilities at September 30, 2025 were as follows (in thousands):

Operating LeasesFinance Leases
Remainder of 2025$9,761$3,569
202629,77111,476
202723,99211,407
202819,67611,268
202918,06211,268
Thereafter110,686134,301
Total lease payments211,948183,289
Less imputed interest74,17567,119
Total$137,773$116,170

NOTE 14—Fair Value of Financial Instruments:

In assessing the fair value of financial instruments, we use methods and assumptions that are based on market conditions and other risk factors existing at the time of assessment. Fair value information for our financial instruments is as follows:

Long-Term Debt—the fair values of our notes are estimated using Level 1 inputs and account for the difference between the recorded amount and fair value of our long-term debt. The carrying value of our remaining long-term debt reported in the accompanying consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings.

September 30, 2025December 31, 2024
Recorded AmountFair ValueRecorded AmountFair Value
(In thousands)
Long-term debt$3,640,784$3,508,029$3,532,713$3,332,064

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

During the fourth quarter of 2019, we entered into a foreign currency forward contract to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in Australia. This derivative financial instrument is used to manage risk and is not used for trading or other speculative purposes. This foreign currency forward contract has been designated as a hedging instrument under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. As a result of the actions taken at Kemerton Trains 3 and 4 during 2024, the Company dedesignated the remaining hedged foreign currency forward contracts. During the three-month and nine-month periods ended September 30, 2024, the Company recorded a loss in Other income, net of $16.2 million and $21.6 million, respectively, from the reclassification of the hedged balance from Accumulated other comprehensive loss. The balance of the settled hedged foreign currency forward contracts associated with the construction of Kemerton Trains 1 and 2 assets placed into service will be reclassified to earnings over the life of the related assets.

In connection with our risk management strategies, we also enter into other derivative financial instruments that have not been designated as hedging instruments under ASC 815, Derivatives and Hedging. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. At September 30, 2025 and December 31, 2024, we had outstanding non-designated derivative financial instruments with notional values totaling $3.9 billion and $6.9 billion, respectively. The non-designated derivative financial instruments are primarily comprised of foreign currency forward contracts that attempt to minimize the financial impact of changes in foreign currency exchange rates. The fair values of our non-designated foreign currency forward contracts are estimated based on current settlement values. At September 30, 2025, these foreign currency forward contracts hedge our exposure to various currencies including the Chinese Renminbi, Euro and Australian Dollar.

The following table summarizes the fair value of our derivative financial instruments included in the consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025December 31, 2024
AssetsLiabilitiesAssetsLiabilities
Not designated as hedging instruments
Other current assets$155$—$4,347$—
Accrued expenses—6,725—6,586
Other noncurrent liabilities———4,766
Total not designated as hedging instruments$155$6,725$4,347$11,352

The following table summarizes the net (losses) gains recognized for our derivative financial instruments during the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Designated as hedging instruments
Loss recognized in Other comprehensive (loss) income$(47)$(6,849)$(113)$(24,131)
Gain (loss) recognized in Other income (expenses), net$60$(16,064)$208$(21,303)
Not designated as hedging instruments
(Loss) gain recognized in Other income (expenses), net(a)$(19,179)$(20,534)$145,243$(7,559)

(a) Fluctuations in the value of our foreign currency forward contracts not designated as hedging instruments are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other income (expenses), net.

In addition, for the nine-month periods ended September 30, 2025 and 2024, we recorded net cash receipts of $144.5 million and $5.5 million, respectively, in Proceeds (payments) from settlement of foreign currency forward contracts, net, in our condensed consolidated statements of cash flows.

Unrealized gains and losses related to the cash flow hedges will be reclassified to earnings over the life of the related assets when settled and the related assets are placed into service.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The counterparties to our foreign currency forward contracts are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties.

NOTE 15—Fair Value Measurement:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
Level 3Unobservable inputs for the asset or liability

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025Quoted Prices in Active Markets for Identical Items (Level 1)Quoted Prices in Active Markets for Similar Items (Level 2)Unobservable Inputs (Level 3)
Assets:
Investments under executive deferred compensation plan(a)$33,017$33,017$—$—
Public equity securities(b)$21,055$21,055$—$—
Private equity securities measured at net asset value(c)(d)$4,420$—$—$—
Derivative financial instruments(e)$155$—$155$—
Liabilities:
Obligations under executive deferred compensation plan(a)$33,017$33,017$—$—
Derivative financial instruments(e)$6,725$—$6,725$—
December 31, 2024Quoted Prices in Active Markets for Identical Items (Level 1)Quoted Prices in Active Markets for Similar Items (Level 2)Unobservable Inputs (Level 3)
Assets:
Available for sale debt securities(f)$313,991$—$—$313,991
Investments under executive deferred compensation plan(a)$38,243$38,243$—$—
Public equity securities(b)$17,910$17,910$—$—
Private equity securities measured at net asset value(c)(d)$4,472$—$—$—
Derivative financial instruments(e)$4,347$—$4,347$—
Liabilities:
Obligations under executive deferred compensation plan(a)$38,243$38,243$—$—
Derivative financial instruments(e)$11,352$—$11,352$—

(a)We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of loss) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.

(b)Holdings in equity securities of public companies reported in Investments in the consolidated balance sheets. The fair value is measured using publicly available share prices of the investments, and as a result these balances are classified within Level 1. Any changes are reported in Other income (expenses), net in our consolidated statements of loss. See Note 3, “Investments,” for further details.

(c)Primarily consists of private equity securities reported in Investments in the consolidated balance sheets. The changes in fair value are reported in Other income (expenses), net in our consolidated statements of loss.

(d)Holdings in certain private equity securities are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy.

(e)The derivative financial instruments are primarily comprised of foreign currency forward contracts. As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. See Note 14, “Fair Value of Financial Instruments,” for further details about our foreign currency forward contracts.

(f)Preferred equity of a Grace subsidiary acquired as a portion of the proceeds of the FCS sale on June 1, 2021. A third-party estimate of the fair value was prepared using expected future cash flows over the period up to when the asset was likely to be redeemed, applying a discount rate that appropriately captures a market participant's view of the risk associated with the investment. These were considered to be Level 3 inputs. In June 2025, the Company redeemed the preferred equity and we derecognized the investment from the consolidated balance sheet. See Note 3, “Investments,” for further details.

The following table sets forth the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements (in thousands):

Available for Sale Debt Securities
Beginning balance at December 31, 2024$313,991
PIK dividends19,830
Cash received for tax liability(7,820)
Cash proceeds from redemption of preferred equity(288,000)
Realized loss from redemption of preferred equity(38,001)
Ending balance at September 30, 2025$—

NOTE 16—Related Party Transactions:

Our consolidated statements of loss include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Sales to unconsolidated affiliates$677$11,618$2,889$13,803
Purchases from unconsolidated affiliates(a)$137,078$187,117$440,517$505,570

(a)Purchases from unconsolidated affiliates primarily relate to spodumene purchased from the Company’s Windfield joint venture.

Our consolidated balance sheets include accounts receivable due from and payable to unconsolidated affiliates in the ordinary course of business as follows (in thousands):

September 30, 2025December 31, 2024
Receivables from unconsolidated affiliates$575$11,950
Payables to unconsolidated affiliates(a)$122,794$150,432

(a)Payables to unconsolidated affiliates primarily relate to spodumene purchased from the Company’s Windfield joint venture under normal payment terms.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 17—Segment Information:

The Company has three operating and reportable segments, which are: (1) Energy Storage; (2) Specialties; and (3) Ketjen. The segments are organized based on their similar markets, customers, economic characteristics and production processes. The organizational structure facilitates the continued standardization of business processes across the organization, and is consistent with the manner in which information is presently used internally by the Company’s Chairman, President and Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), to evaluate performance and make resource allocation decisions.

The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and other post-employment benefit (“OPEB”) service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes inter-segment transfers of raw materials at cost and allocations for certain corporate costs.

The CODM uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments performance. In addition, the CODM uses adjusted EBITDA for business and enterprise planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company’s definition of adjusted EBITDA is earnings before interest and financing expenses, income tax expenses, the proportionate share of Windfield income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company’s credit agreement, which is a material agreement for the Company and aligns the information presented to various stakeholders.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

See below for a reconciliation of segment Net sales to adjusted EBITDA by segment showing significant segment expenses regularly reviewed by the CODM for the three-month and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Energy StorageSpecialtiesKetjenTotal Segments
Three Months Ended September 30, 2025
Net sales(a)$708,755$344,960$254,114$1,307,829
Cost of goods sold(b)(603,873)(233,884)(197,679)(1,035,436)
Selling, general and administrative expenses(b)(44,624)(20,797)(23,823)(89,244)
Other segment items(c)(1,607)(1,982)(7,104)(10,693)
Equity in net income of unconsolidated investments(d)65,426—8,05873,484
Net income attributable to noncontrolling interests—(12,753)—(12,753)
Adjusted EBITDA by segment$124,077$75,544$33,566$233,187
Three Months Ended September 30, 2024
Net sales(a)$767,291$342,376$245,025$1,354,692
Cost of goods sold(b)(858,842)(247,958)(180,442)(1,287,242)
Selling, general and administrative expenses(b)(64,963)(22,828)(24,211)(112,002)
Other segment items(c)(6,550)(6,845)(6,691)(20,086)
Equity in net income of unconsolidated investments(d)305,951—1,792307,743
Net income attributable to noncontrolling interests—(8,472)—(8,472)
Adjusted EBITDA by segment$142,887$56,273$35,473$234,633
Nine Months Ended September 30, 2025
Net sales(a)$1,950,976$1,017,534$746,192$3,714,702
Cost of goods sold(b)(1,496,278)(705,542)(578,890)(2,780,710)
Selling, general and administrative expenses(b)(137,871)(65,006)(70,065)(272,942)
Other segment items(c)(5,816)(6,800)(20,370)(32,986)
Equity in net income of unconsolidated investments(d)219,146—23,854243,000
Net income attributable to noncontrolling interests—(32,999)—(32,999)
Adjusted EBITDA by segment$530,157$207,187$100,721$838,065
Nine Months Ended September 30, 2024
Net sales(a)$2,398,299$993,041$754,473$4,145,813
Cost of goods sold(b)(2,503,146)(709,360)(589,273)(3,801,779)
Selling, general and administrative expenses(b)(196,991)(74,530)(66,827)(338,348)
Other segment items(c)(19,531)(20,043)(20,581)(60,155)
Equity in net income of unconsolidated investments(d)945,231—17,496962,727
Net income attributable to noncontrolling interests—(33,479)—(33,479)
Adjusted EBITDA by segment$623,862$155,629$95,288$874,779

(a)Intersegment sales are not considered material.

(b)The significant expense categories and amounts align with the segment information that is regularly provided to the CODM. Excludes depreciation and amortization, and non-operating, non-recurring or unusual items as described in the reconciliation of total segment adjusted EBITDA to consolidated Net loss attributable to Albemarle Corporation below.

(c)Other segment items are comprised of Research and development expenses excluding depreciation and amortization.

(d)Excludes Albemarle’s 49% ownership interest in the income tax expense of the Windfield joint venture.

The Company reconciles the total segment adjusted EBITDA to the consolidated Net loss attributable to Albemarle Corporation given the impact of equity in net income from unconsolidated investments, the majority of which relates to the Windfield joint venture. This reconciliation reflects the strategic and operational significance of the Company’s joint ventures and aligns with our allocation of equity in net income from unconsolidated investments at the segment level, representing each

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

segment's contribution to the Company's overall financial performance. See below for a reconciliation of total segment adjusted EBITDA to consolidated Net loss attributable to Albemarle Corporation (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Total segment adjusted EBITDA$233,187$234,633$838,065$874,779
Corporate expenses, net(7,557)(23,135)(8,816)14,315
Depreciation and amortization(164,483)(163,502)(494,968)(425,532)
Interest and financing expenses(50,959)(47,760)(149,875)(120,916)
Income tax benefit (expense)30,565(110,853)449(76,472)
Proportionate share of Windfield income tax expense(a)(20,023)(99,523)(78,499)(292,992)
Acquisition and integration related costs(b)(1,883)(439)(5,091)(3,927)
Restructuring charges and asset write-offs(c)(2,321)(860,864)(5,772)(1,194,614)
Goodwill impairment charges(d)(181,070)—(181,070)—
Non-operating pension and OPEB items(367)331(978)993
Gain (loss) in fair value of public equity securities(e)7,980(4,983)3,144(65,922)
Other(f)(3,763)7,103(13,038)35,546
Net loss attributable to Albemarle Corporation$(160,694)$(1,068,992)$(96,449)$(1,254,742)

(a)Albemarle’s 49% ownership interest in the reported income tax expense of the Windfield joint venture.

(b)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in Selling, general and administrative expenses (“SG&A”).

(c)See Note 9, “Restructuring Charges and Asset Write-offs,” for further details.

(d)See Note 4, “Goodwill and Other Intangibles,” for further details.

(e)Represents the net change in fair value of investments in public equity securities for the three-month and nine-month periods ended September 30, 2025, recorded in Other income (expenses), net. The three-month and nine-month periods ended September 30, 2024 included losses of $5.0 million and $32.2 million, respectively, recorded in Other income (expenses), net, resulting from the net change in fair value of investments in public equity securities and a loss of $33.7 million recorded in Other income (expenses), net, for the nine months ended September 30, 2024 resulting from the sale of investments in public equity securities.

(f)Included amounts for the three months ended September 30, 2025 recorded in:

  • SG&A - $2.0 million of severance expenses not related to a restructuring plan, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary, $1.4 million related to the write-off of certain fixed assets and $1.3 million of expenses related to certain historical legal matters, partially offset by $1.9 million of gains from the sale of assets not part of our production operations.

  • Other income (expenses), net - $0.5 million gain resulting from the adjustment of indemnification related to a previously disposed business.

Included amounts for the three months ended September 30, 2024 recorded in:

  • SG&A - $0.1 million of expenses related to certain historical legal matters.

  • Other income (expenses), net - $9.2 million of income from PIK dividends of preferred equity in a Grace subsidiary, partially offset by a $2.0 million loss resulting from the adjustment of indemnification related to a previously disposed business.

Included amounts for the nine months ended September 30, 2025 recorded in:

  • SG&A - $13.3 million of gains from the sale of assets not part of our production operations, partially offset by $3.8 million of severance expenses not related to a restructuring plan, $1.9 million of expenses related to certain historical legal matters, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary and $1.4 million related to the write-off of certain fixed assets.

  • Other income (expenses), net - $38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary and $1.9 million of charges for asset retirement obligations at a site not part of our operations, partially offset by $19.8 million of income from PIK dividends of the preferred equity in a Grace subsidiary prior to redemption and a $2.4 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses.

Included amounts for the nine months ended September 30, 2024 recorded in:

  • Cost of goods sold - $1.4 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.

  • SG&A - $5.3 million of expenses related to certain historical legal and environmental matters.

  • Other income (expenses), net - $26.8 million of income from PIK dividends of preferred equity in a Grace subsidiary, a $17.3 million gain primarily from the sale of assets at a site not part of our operations, a $0.6 million gain from an updated cost estimate of an environmental reserve at a site not part of our operations and a $0.4 million net gain primarily resulting from the

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

adjustment of indemnification related to previously disposed businesses, partially offset by $2.9 million of charges for asset retirement obligations at a site not part of our operations.

Total assets and investments in equity method investees by segment at September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30,December 31,
20252024
Assets:
Energy Storage$11,183,308$11,285,847
Specialties2,044,7981,843,564
Ketjen1,358,9081,426,189
Total segment assets14,587,01414,555,600
Corporate2,561,2712,054,049
Total assets$17,148,285$16,609,649
Investments in equity method investees:
Energy Storage$676,840$585,569
Ketjen161,885140,915
Total investments in equity method investees$838,725$726,484

Additional segment information for the three-month and nine-month periods ended September 30, 2025 and 2024 was as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Depreciation and amortization:
Energy Storage$122,100$124,346$369,623$312,053
Specialties27,00724,47478,40870,081
Ketjen13,29212,98840,05038,282
Total segment depreciation and amortization162,399161,808488,081420,416
Corporate2,0841,6946,8875,116
Total depreciation and amortization$164,483$163,502$494,968$425,532
Equity in net income of unconsolidated investments (net of tax):
Energy Storage$47,498$212,679$152,194$660,250
Ketjen8,0581,79223,85417,496
Total segment equity in net income of unconsolidated investments (net of tax)55,556214,471176,048677,746
Corporate(a)5,08414,58727,13618,690
Total equity in net income of unconsolidated investments (net of tax)$60,640$229,058$203,184$696,436
Capital expenditures:
Energy Storage(b)$57,685$223,407$210,641$998,841
Specialties34,03447,513119,993214,827
Ketjen36,13921,91094,44491,375
Total segment capital expenditures127,858292,830425,0781,305,043
Corporate4,30610,2969,33832,676
Total capital expenditures$132,164$303,126$434,416$1,337,719

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(a)Corporate equity in net income of unconsolidated investments (net of tax) relates to foreign exchange gains or losses from the Windfield joint venture.

(b)Energy Storage capital expenditures for the three-month and nine-month periods ended September 30, 2024 include adjustments to correct previously identified immaterial errors. See Note 1, “Basis of Presentation,” for further details.

NOTE 18—Supplemental Cash Flow Information:

Supplemental information related to the condensed consolidated statements of cash flows is as follows (in thousands):

Nine Months Ended September 30,
20252024
Supplemental non-cash disclosure related to investing and financing activities:
Capital expenditures included in Accounts payable$93,649$297,222
Common stock issued for annual incentive bonus plan(a)—11,545

(a)During the nine-month period ended September 30, 2024, the Company issued 95,003 shares of common stock to certain employees in lieu of cash as payment of a portion of their 2023 annual incentive bonus plan.

Noncurrent liability changes and other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the nine-month period ended September 30, 2025 included the receipt of a $350.0 million customer prepayment. See Note 6, “Other Noncurrent Liabilities,” for further details. Noncurrent liability changes and other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024 included $44.6 million and $82.7 million, respectively, representing the reclassification of the current portion of the one-time transition tax resulting from the enactment of the U.S. Tax Cuts and Jobs Act from Other noncurrent liabilities to Income taxes payable within current liabilities.

NOTE 19—Recently Issued or Adopted Accounting Pronouncements:

In August 2023, the FASB issued guidance which will require a joint venture to recognize and initially measure its assets, including goodwill, and liabilities using a new basis of accounting upon formation. Initial measurement of a joint venture’s total net assets will be equal to the fair value of one hundred percent of the joint venture’s equity. In addition, a joint venture will be permitted to apply the measurement period guidance of ASC 805-10 if the initial accounting for the joint venture formation is incomplete by the end of the reporting period in which the formation occurs. This guidance is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company currently does not expect this guidance to have a significant impact on its consolidated financial statements.

In November 2023, the FASB issued guidance to update qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted this guidance and provided the required disclosures in this Quarterly Report on Form 10-Q. See Note 17, “Segment Information,” for further details.

In December 2023, the FASB issued guidance to require qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

In November 2024, the FASB issued guidance to require tabular disclosures disaggregating certain types of expenses presented on the income statement within continuing operations, as well as disclosures about selling expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

ALBEMARLE CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 20—Subsequent Events:

On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of its Refining Solutions business (as defined below) 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 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 expects to divest 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 approximately $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 half of 2026, subject to customary and regulatory closing conditions.

The Company’s ownership interest in Holdco, initially representing a 49% interest, will consist of common units that will be junior to the preferred equity in Holdco held by other ownership groups. The preferred equity will accrue dividends, regardless of whether or not declared, for the first five years after the closing of the Refining Solutions Business Transaction, will be convertible into common equity of Holdco at the option of the holder.

In a separate transaction, on October 23, 2025, the Company entered into a definitive agreement to divest its 50% ownership interest in Eurecat S.A., a joint venture included in the Refining Solutions reporting unit, for approximately €105 million (approximately $122 million using September 30, 2025 foreign exchange rates) in cash to Axens SA. The Company expects this transaction to be completed in the first half of 2026, subject to customary and regulatory closing conditions.

In connection with these transactions, on October 25, 2025, the Company concluded the Refining Solutions reporting unit (the “Disposal Group”) met the criteria to be classified as held for sale in the Company’s consolidated financial statements. Upon classification as held for sale, the Disposal Group is measured at the lower of its carrying amount or its fair value less costs to sell, which could result in future non-cash impairment charges in the consolidated financial statements. The considerations above are based on management’s estimates and assumptions and may change as the transactions progress.

The PCS business will continue to be operated by the Company following these transactions. When the Company determines 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 accordance with Accounting Standards Codification (“ASC”) 360. As of September 30, 2025, the carrying value of the PCS assets was approximately $181 million. If a triggering event were to be identified, the Company would perform an impairment assessment, and if an impairment loss is determined to exist, the Company may record a non-cash impairment loss during the period in which the triggering event occurs.

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