16 paragraphs in Risk Factors of the 10-K filed Feb 11, 2026
with nothing like them in the 10-K filed Feb 12, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 23 Materials companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
•We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
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•We may discontinue or divest all or part of a particular business or plant as we periodically assess our business structure. Any such discontinuation or divestitures may introduce significant risks and uncertainties.
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•Integration of AI technologies into our operations may introduce new risks, require significant additional investment, and materially impact our competitive position if unsuccessful.
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You should consider carefully the following risks when reading the information, including the financial information, contained in this Annual Report on Form 10-K. As noted in Item 1. Business above, the Company has entered into definitive agreements to divest the controlling ownership interest in its Refining Solutions business, with the transactions expected to be completed in the first quarter of 2026. Upon completion of the transactions, the Company will still maintain a 49% ownership interest in the Refining Solutions business and all of its PCS business. Certain of the risks included in this section relate to the Refining Solutions business and will continue to be risks for the Company upon completion of the divestiture, however, the potential adverse impact of such risks that primarily pertain to the Refining Solutions business on our cash flows, results of operations and financial condition may no longer be material.
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•staffing difficulties and labor disputes may impact our operations in certain countries in which we operate;
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We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
Our brine extraction facilities are subject to extraction regulations within their specific jurisdictions. In the Salar de Atacama, we have duly authorized brine extraction limits for our operations and, to ensure that we comply with all associated requirements and contractual commitments, we have imposed an early warning plan with regards to our extraction capacity, which impacts our pumping rates at the facilities. We regularly monitor for any deviations from expected hydrological behavior in the Salar de Atacama that could impact protected environmental systems and have established thresholds for brine and groundwater levels. If the measurements we obtain exceed such thresholds, our early warning plan is triggered, which results initially in increased monitoring and reporting and, if more severe, results in operational changes such as reducing brine extraction rates and can even result in halting extraction altogether, among other emergency measures. To the extent that our early warning plan is triggered, we may be required to significantly reduce or halt our pumping rates, which could cause a significant decrease in the production of lithium.
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In October 2025, we announced that we had reached a definitive agreement to divest the controlling ownership interest in our Refining Solutions business in a series of transactions that will result in the formation of a new joint venture, of which we will initially own 49% interest. These transactions are expected to be completed in the first quarter of 2026, subject to customary closing conditions. While we expect that our joint venture participant will fulfill its obligations in respect of this joint venture, contractual disputes could arise and our results of operations could be adversely affected if they do not.
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In 2025, we entered into definitive agreements to divest our 50% ownership interest in Eurecat S.A., a joint venture within the Refining Solutions reporting unit, and to divest the controlling ownership interest in our remaining Refining Solutions business. Based on the transaction prices in these agreements, we recorded a $181.1 million non-cash goodwill impairment charge in the third quarter of 2025, representing goodwill associated with the Refining Solutions reporting unit, and a separate long-lived asset impairment of $245.6 million in the fourth quarter of 2025 to reduce the carrying value of the Refining Solutions business to its fair value less cost to sell. We will continue to operate the PCS business following these transactions. When we determine a reintegration plan for the PCS business, this change in circumstances for the PCS business may indicate that the carrying value of PCS’s long-lived assets are not recoverable and may constitute a triggering event to test for impairment.
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3 more
tax legislative changes thereof could impact our initial assessment; therefore, we will continue to monitor and refine our assessment as further guidance is made available.
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We may discontinue or divest all or part of a particular business or plant as we periodically assess our business structure. Any such discontinuations or divestitures may introduce significant risks and uncertainties.
We periodically assess our business structure in order to maintain operational efficiency and manage our cost structures. Based on our assessments, we may make decisions to discontinue or divest all or part of a particular business unit or plant. In 2025, we entered into a definitive agreement to divest the controlling ownership interest of Ketjen’s Refining Solutions business, with the transaction expected to be completed in the first quarter of 2026, in addition to completing the sale of our 50% ownership interest in Eurecat S.A. in January 2026. We also announced the decision to place Kemerton Train 1 into care and maintenance in February 2026. We may continue to evaluate other business units or plants on an ongoing basis. Additionally, as part of our operational reviews, we may engage in opportunistic dispositions or monetization of product or business lines or other assets. Discontinuations or divestitures of business or plants involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business, diversion of resources and management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business and indemnification or other post-closing claims. Additionally, we may not experience the cost reductions or other benefits anticipated from any such discontinuation or divestiture, which could harm our business going forward.
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Integration of AI technologies into our operations may introduce new risks, require significant additional investment, and materially impact our competitive position if unsuccessful.
We currently use certain AI tools and are continually evaluating additional applications of AI technologies to enhance productivity and operational efficiency across our business. These initiatives remain subject to uncertainties inherent in emerging technologies, including potential model inaccuracy, governance and cybersecurity vulnerabilities, and challenges in monitoring and validating AI data outputs. AI-driven tools may not perform as expected, require greater resources than anticipated, or may not be adopted by users as quickly as expected.
Our AI‑related activities also expose us to legal risks, as global regulatory frameworks—including U.S. federal and state initiatives, the European Union Artificial Intelligence Act, and other international laws—continue to evolve and impose new obligations concerning transparency, data governance, safety testing, human oversight, and vendor management. Compliance with these requirements could necessitate operational changes, delay deployments, increase costs, or limit our ability to use certain AI systems. Failure to successfully deploy AI technologies may result in missed innovation opportunities and competitive disadvantage.
There can be no assurance that AI systems will perform as expected, or that future market or regulatory developments will not materially delay our efforts or increase compliance burdens. Any of these outcomes could adversely affect our operations, strategic objectives, reputation, and financial results.
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New in the latest 10-Q
19 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like
them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In connection with the Refining Solutions Business Transaction (see Note 2, "Divestitures," for further details), the Company performed an interim goodwill impairment test as of September 30, 2025, and concluded 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.
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On October 29, 2026, the Company entered into a new revolving, unsecured credit agreement (the “2026 Credit Agreement”), which provides for borrowings of up to $ 1.5 billion and matures on October 29, 2031. Borrowings under the
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2026 Credit Agreement bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin which ranges from 0.910 % to 1.375 %, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC, Moody’s Investors Services, Inc. and Fitch Ratings, Inc. With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin.
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Mandatory convertible preferred stock dividends (41,683) (41,688) (125,058) (125,063)
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Weighted-average common shares for basic earnings (loss) per share 118,008 117,685 117,941 117,651
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Weighted-average common shares for basic earnings (loss) per share 118,008 117,685 117,941 117,651
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Weighted-average common shares for diluted earnings (loss) per share 118,544 117,685 136,492 117,651
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(f) Primarily consists of consulting fees for a project associated with the Company’s strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
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(g) Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
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(d) Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
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(e) Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
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In thousands YTD 2026 YTD 2025 $ Change % Change ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Income tax expense (benefit) $ 137,413 $ (449) $137,862 NM Effective income tax rate 16.6 % 0.2 % •2026 income tax expense was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in the U.S., our consolidated Australian entities and certain entities in China •2025 income tax benefit was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in our consolidated Australian entities and certain entities in China •The goodwill impairment charge recorded in 2025 was primarily non-deductible and resulted in a minimal income tax benefit
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September 30, 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Total segment adjusted EBITDA $ 2,127,197 $ 737,344 Corporate and all other adjusted EBITDA 40,224 91,905 Depreciation and amortization (482,010) (494,968) Interest and financing expenses(a) (91,848) (149,875) Income tax (expense) benefit (137,413) 449 Proportionate share of Windfield income tax expense(b) (197,703) (78,499) Loss on sale of business/equity investment, net(c) (52,718) — Acquisition and integration related costs(d) (6,087) (5,091) Restructuring charges and asset write-offs(e) (41,241) (5,772) Strategic cost savings initiative(f) (30,617) — Goodwill impairment charges(g) — (181,070) Non-operating pension and OPEB items (3,279) (978) (Loss) gain in fair value on public equity securities(h) (6,838) 3,144 Other(i) (21,862) (13,038) Net income (loss) attributable to Albemarle Corporation $ 1,095,805 $ (96,449)
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(f) Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
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(g) Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
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These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results and expectations expressed or implied in the forward-looking statements.
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Item 6
#10.1 Executive Employment Agreement, dated as of September 2, 2026, by and between the Company and Ragnar Udd [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on September 3, 2026, and incorporated herein by reference].
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#10.2 Letter Agreement, dated as of September 2, 2026, by and between the Company and J. Kent Masters, Jr. [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on September 3, 2026, and incorporated herein by reference].
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10.3 Credit Agreement, dated as of October 29, 2026, among Albemarle Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Swing Line Lender [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on October 30, 2026, and incorporated herein by reference].
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 11, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-04 vs 10-K 2026-02-11
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. The risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of operations and our financial condition. We do not believe that there have been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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