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ALBAlbemarle Corporation

Materials · Plastics & Resins · NYSE
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The 10-K against last year's

237 changes: 44 added, 53 removed, 135 reworded, 5 quiet changes

10-K Feb 11, 2026 vs Feb 12, 2025
Risk FactorsRedline ↓
17.0%
of the text changed · 17,420 words now
28.6%
of the text changed · 18,112 words now
Legal ProceedingsRedline ↓
11.9%
of the text changed · 1,338 words now
Accounting PoliciesRedline ↓
13.8%
of the text changed · 6,482 words now

10-K 0000915913-26-000018 (2026-02-11) vs 10-K 0000915913-25-000026 (2025-02-12)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 446 words changed in this paragraph; it is 47% similar to last year's version.
Other Income, NetIn thousands 2025 2024 2023 $ Change % Change Other income, net $22,662 $178,339 $110,929 $67,410 61% •2024 $ (155,677) (87)% •$86.4 million decrease attributable to foreign exchange impacts from $18.9 million of net losses recorded in 2025 compared to $67.5 million of net gains recorded in 2024. Foreign exchange gains in 2024 are net of a loss of $26.1 million due to the reclassification from accumulated other comprehensive loss related to the dedesignation of cash flow hedge. •$38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary in 2025 •$20.2 million decrease attributable to interest income from lower interest rates in 2025 •2025 included losses gains of $70.8 $11.1 million related to the sale and fair market value adjustment of equity securities in public companies compared to $44.7 $70.8 million of net losses for similar fair value adjustments and sales of equity securities in 2023 2024 •$40.9 million gain primarily from the sale of assets at a site not part of our operations in 2024 •$27.9 •$17.7 million increase attributable to foreign exchange gains of pension and OPEB credits (including mark-to-market actuarial losses of $17.2 million) in 2024 2025 as compared to 2023. Foreign exchange gains in 2024 are net of a loss of $26.1 million due to the reclass from accumulated other comprehensive loss related to the dedesigation of cash flow hedge. •$17.0 million increase of income from PIK dividends of preferred equity in a Grace subsidiary in 2024 •$11.3 $11.3 million of pension and OPEB credits (including mark-to-market actuarial gains of $9.8 million) in 2024 as compared to $8.0 million of pension and OPEB credits (including •The mark-to-market actuarial gains loss in 2025 was primarily attributable to a decrease in the weighted-average discount rate to 5.43% from 5.65% for our U.S. pension plans and postretirement benefit to reflect market conditions as of $10.2 million) the December 31, 2025 measurement date, which was partially offset by a higher return on pension plan assets in 2023 the U.S. during the year than was expected, as a result of overall market and investment portfolio performance. The weighted-average actual return on our U.S. pension plan assets was 7.32% versus an expected return of 6.70%. The mark-to-market actuarial loss in the U.S. was partially offset by a gain for our foreign pension plans, attributable to an increase in the weighted-average discount rate to 4.50% from 4.04% for our foreign pension plans to reflect market conditions as of the December 31, 2025 measurement date. This was partially offset by a lower return on foreign pension plan assets during the year than was expected, as a result of overall market and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 5.55% versus an expected return of 6.52%. •The mark-to-market actuarial gain in 2024 was is primarily attributable to an increase in the weighted-average discount rate to 5.65% from 5.21% for our U.S. pension plans and to 4.04% from 3.73% for our foreign pension plans to reflect market conditions as of the December 31, 2024 measurement date. This was partially offset by a lower return on pension plan assets during the year than was expected, as a result of overall market and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 5.89% versus an expected return of 6.77%. •The mark-to-market actuarial gain in 2023 is primarily attributable to a higher return on pension plan assets during the year than was expected, as a result of overall market and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 11.21% versus an expected return of 6.66%. This was partially offset by a decrease in the weighted-average discount rate to 5.21% from 5.46% for our U.S. pension plans and to 3.73% from 4.04% for our foreign pension plans to reflect market conditions as of the December 31, 2023 measurement date.

Source: Item 7, 10-K 0000915913-26-000018 vs Item 7, 10-K 0000915913-25-000026

Risk Factors 244 words changed in this paragraph; it is 48% similar to last year's version.
We maintain utilize a combination of commercial insurance and self-insurance programs, including a captive insurance subsidiary, to manage certain property, business interruption, casualty, and liability, and/or other insurance, risks, but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles limitations. While we endeavor to self-insure and purchase coverage limits. that is appropriate based on our assessment of our risk, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages. Assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or a legal proceeding is inherently difficult, and there are particular uncertainties and complexities involved when assessing the adequacy of loss reserves for potential liabilities that are self-insured by our captive insurance subsidiary. While our insurance arrangements help mitigate market volatility, they expose us to potential variability in earnings and cash flows. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemical industry have not been available on commercially acceptable terms or, in some cases, have not been available at all. We are potentially at additional risk if one or more Significant losses, particularly those arising from catastrophic events, may exceed the limits of our insurance carriers fail. Additionally, severe disruptions coverage or captive capacity. In addition, changes in insurance markets, regulatory requirements applicable to captive insurers, or tax laws could increase our costs or reduce the domestic and global financial markets could adversely impact the ratings and survival effectiveness of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost. these programs. In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain. Any such developments could have a material adverse effect on our financial condition and results of operations.

Source: Item 1A, 10-K 0000915913-26-000018 vs Item 1A, 10-K 0000915913-25-000026

Accounting Policies 172 words changed in this paragraph; it is 82% similar to last year's version.
We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. Our reporting units are either our operating business segments or one level below our operating business segments for which discrete financial information is available and for which operating results are regularly reviewed by the business management. In applying the goodwill impairment test, the Company initially performs a qualitative test (“Step 0”), where it first assesses qualitative factors to determine whether it is more likely than not that the fair value of the any reporting units unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting units and other entity and reporting unit specific events. If after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, the Company performs a quantitative test (“Step 1”). During Step 1, the Company estimates the fair value using either a discounted cash flow model (income) approach or a combination of the discounted cash flow model (income) approach and earnings multiple (market) approach (placing equal weighting on the income and market approaches). The income approach determines fair value based on discounted cash flow model derived from a reporting unit’s long-term forecasted cash flows. The market approach determines fair value based on the application a review of earnings multiples of observable prices and other relevant information generated by market transactions involving comparable companies to the projected earnings of the reporting unit. assets, liabilities or businesses. Future cash flows for all reporting units include assumptions about revenue growth rates, adjusted EBITDA margins, discount rate as well as other economic or industry-related factors. The Company defines adjusted EBITDA as 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. For the Refining Solutions reporting unit, within the Ketjen segment, the revenue growth rates, adjusted EBITDA margins, EBITDA multiples, market participant acquisition premium and the discount rate were deemed to be significant assumptions. For the Energy Storage reporting unit, the revenue growth rates, rates and adjusted EBITDA margins and the discount rate were deemed to be significant assumptions. Significant management judgment is involved in estimating these variables and they include inherent uncertainties, particularly regarding future market conditions and cost fluctuations. Any adverse changes in these assumptions, such as a decline in demand, increased competition, competition or rising costs or the imposition of new tariffs could negatively impact the fair value of the reporting units, since they are forecasting future events. The Company uses a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing. The WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective. The factors in this calculation are largely external to the Company and, therefore, are beyond its control. The Company performs a sensitivity analysis by using a range of inputs to confirm the reasonableness of these estimates being used in the goodwill impairment analysis. The Company tests its recorded goodwill for impairment in the fourth quarter of each year or upon

Source: Item 8, Note 1 – Summary of Significant Accounting Policies:, 10-K 0000915913-26-000018 vs Item 8, Note 1 – Summary of Significant Accounting Policies:, 10-K 0000915913-25-000026

Legal Proceedings 69 words changed in this paragraph; it is 68% similar to last year's version.
In September 2023, the Company finalized agreements to resolve these matters with the DOJ and SEC. SEC, recording a charge of $218.5 million in Selling, General and Administrative Expenses in its consolidated statement of (loss) income for the year ended December 31, 2023. The DPP has confirmed it will would not pursue action in this matter. In connection with this resolution, which relates to conduct prior to 2018, we the Company entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we the Company paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest to the DOJ and SEC. SEC in October 2023, with this matter considered finalized and no future financial obligations expected. The resolution did not include a compliance monitorship, although the Company agreed to certain ongoing compliance reporting obligations.

Source: Item 3, via Note 15 – Commitments and Contingencies:, 10-K 0000915913-26-000018 vs Item 3, via Note 15 – Commitments and Contingencies:, 10-K 0000915913-25-000026

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of ALB's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-12. Each links to the text at sec.gov.

AddedRisk Factors
•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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
•Integration of AI technologies into our operations may introduce new risks, require significant additional investment, and materially impact our competitive position if unsuccessful.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

Show the other 16
AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•In June 2025, the Company agreed to redeem the preferred equity of a W.R. Grace & Co. (“Grace”) subsidiary (originally issued as part of the proceeds from the sale of the fine chemistry services (“FCS”) business in 2021) for an aggregate value of $307.4 million, comprised of $288.0 million in cash received in June 2025 for the redemption and $19.4 million in cash previously received for tax liabilities.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of its Refining Solutions business and will initially retain a 49% ownership interest upon completion of the transaction. The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. In a separate transaction, on January 23, 2026, the Company completed the sale its 50% ownership interest in Eurecat S.A. (originally agreed to on October 23, 2025). The Company expects the Refining Solutions business transaction to be completed in the first quarter of 2026, subject to customary closing conditions. The PCS business will continue to be operated by the Company following these transactions.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•We published our 2024 Sustainability Report, Values-Led, Purpose-Driven, providing an update on our achievements in line with the Company’s sustainability goals.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
The Company continues to monitor the potential impact of tariffs proposed or imposed by the U.S. and internationally. At this time we do not expect a material, direct impact to our financial statements from the tariffs announced to date. The potential direct exposure of the Energy Storage segment to proposed or imposed tariffs is expected to be minimal as most of our China production is sold into China or other Asian countries, and some critical materials are fully or partially exempt from tariffs in their currently proposed form. While there may be an impact to the Specialties and Ketjen businesses, we do not expect it to be material due to our global footprint and planned mitigation actions.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
Ketjen: On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of Ketjen’s Refining Solutions business and will initially retain a 49% ownership interest upon completion of the transaction. The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. In a separate transaction, on January 23, 2026, the Company completed the sale of its 50% ownership interest in Eurecat S.A. The Company expects the Refining Solutions business transaction to be completed in the first quarter of 2026, subject to customary closing conditions. The PCS business will continue to be operated by the Company following these transactions.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In thousands 2025 2024 $ Change % Change Goodwill impairment charges $181,070 $ $181,070 NM •Non-cash goodwill impairment charge recorded in 2025 representing the full value of goodwill associated with the Refining Solutions reporting unit within the Ketjen segment, following the signing of a definitive agreement to divest the controlling ownership interest in its Refining Solutions business

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In thousands 2025 2024 $ Change % Change Long-lived asset impairment charges $245,600 $ $245,600 NM •Non-cash long-lived asset impairment charge recorded in 2025 to reduce the carrying value of the Refining Solutions business to its fair value less cost to sell following classification as held for sale

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In thousands 2025 2024 $ Change % Change Restructuring charges and asset write-offs $7,699 $1,134,316 $ (1,126,617) NM •2025 primarily included adjustments to contract cancellation costs with key suppliers and costs to put the Chengdu, China conversion facility and Kemerton Train 2 into care and maintenance as part of the restructuring plan. These costs were partially offset by proceeds for certain Kemerton equipment, and updated its estimates concerning the progress of construction activities and related contractual obligations, resulting in a favorable adjustment of asset write-offs •2024 included capital project asset write-offs and associated contract cancellation costs for our Kemerton facility and certain other projects, and severance and employee benefit costs at Corporate and each of the segments

Read it in 10-K 2026-02-11 at sec.gov ↗

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