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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.

RemovedRisk Factors
•We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to acquisitions.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk 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.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
In December 2021, the United States adopted the Uyghur Forced Labor Prevention Act (“UFLPA”) which creates a rebuttable presumption that any goods, wares, articles, and merchandise mined, produced, or manufactured in whole or in part in the Xinjiang Uyghur Administrative Region of China or that are produced by certain entities are prohibited from importation into the United States and are not entitled to entry. These import restrictions came into effect on June 21, 2022. While we are not presently aware of any direct impacts these restrictions will have on its supply chain, the UFLPA may materially and negatively impact our ability to import the goods and products we rely on to manufacture our products and operate our business.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
condition and results of operations, including, but not limited to, as a result of increased costs, reduced revenues, diversion of management attention, reputational harm, disruptions to our operations and other reasons.

Read it in 10-K 2025-02-12 at sec.gov ↗

Show the other 16
RemovedRisk Factors
We are subject to government regulation in non-U.S. jurisdictions in which we conduct our business. The requirements for compliance with these laws and regulations may be unclear or indeterminate and may involve significant costs, including additional capital expenditures or increased operating expenses, or require changes in business practice, in each case that could result in reduced profitability for our business. Our having to comply with these foreign laws or regulations may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage of growth opportunities. Determination of noncompliance can result in penalties or sanctions that could also adversely impact our operating results and financial condition.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
Protection of our proprietary processes, methods and compounds and other technology is important to our business. We generally rely on patent, trade secret, trademark and copyright laws of the U.S. and certain other countries in which our

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
Our lithium business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles. As such, our business results inherently depend on decarbonization of the global economy. To the extent that such development, adoption, decarbonization and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading “The development of non-lithium battery technologies could adversely affect us,” above, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We announced a comprehensive review of our cost and operating structure to maintain a competitive position, unlock near-term cash flow, further generate long-term financial flexibility and drive long-term value creation. This included a reduction of planned capital expenditures in 2024 to focus on significantly progressed, near completion and in startup projects, while deferring spending on certain projects.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We announced a new operating structure, effective November 1, 2024, that transitions from two core global business units - Energy Storage and Specialities - to a fully integrated functional model (excluding Ketjen) designed to increase agility, deliver significant cost savings and maintain long-term competitiveness. We will continue to report results across its three existing operating segments: Energy Storage, Specialties and Ketjen.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We entered into a definitive agreement with the BMW Group to deliver battery-grade lithium to enable the automaker to pursue high-performance, premium electric vehicles. This multi-year agreement, which takes effect in 2025, is one of the company’s largest ever globally by volume and value. In addition to supplying the BMW Group with lithium hydroxide, the two companies will partner on technology for safer and more energy dense lithium-ion batteries.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•Effective January 1, 2024, we changed our definition of adjusted EBITDA for financial accounting and reporting purposes. The updated definition includes our share of the pre-tax earnings of the Windfield joint venture, whereas the prior definition included our share of Windfield earnings net of tax. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the February 2024 amendment to our revolving, unsecured amended and restated credit agreement dated October 28, 2022 (the “2022 Credit Agreement”). This presentation more closely represents the materiality and financial contribution of the strategic investment in Windfield to the Company’s earnings, and more closely represents a measure of EBITDA.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We proactively amended the 2022 Credit Agreement to modify the financial covenants through June 2026 given the market pricing of lithium. The amended results of the modification (a) temporarily increase the maximum leverage ratio permitted by the covenant; (b) add an interest coverage ratio and temporarily decrease the minimum interest coverage ratio permitted by the covenant; and (c) adjust the calculation of the EBITDA and net debt components that form the basis of the calculation of the consolidated leverage ratio. The amendments include certain other amendments to the 2022 Credit Agreement, including certain limitations on liens, subsidiary indebtedness, share repurchases and common dividends.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We announced an innovative agreement with Martin Marietta Materials, Inc., a leading supplier of building materials, to make beneficial use of extracted limestone material from Albemarle’s proposed Kings Mountain Mine project. This agreement is part of the Company’s plan to resume lithium mining operations at the Kings Mountain Mine in an environmentally and socially responsible manner, including opportunities to repurpose byproduct material and enhance the economic benefits for the surrounding community.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We introduced a project plan and submitted several state and federal permit applications for the potential redevelopment of the Kings Mountain Mine, one of the few known hard-rock lithium deposits in the United States. The plan includes the proposed site footprint, primary physical features and details of the mining processes. Pending permitting approval and a final investment decision, the mine is anticipated to produce approximately 420,000 tons of lithium-bearing spodumene concentrate yearly, providing a crucial building block for sustainable transportation and to support key defense applications.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•We published our 2023 Sustainability Report, All the Elements for a Better World, detailing updates on sustainability strategy execution and the important progress made toward achieving our sustainability goals.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
Ketjen: Total Ketjen results in 2025 are expected to increase year-over-year due to higher revenues. The FCC market is expected to remain stable. HPC demand is project-driven, based on the refineries taking turnarounds.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
In thousands 2024 2023 $ Change % Change Restructuring charges and asset write-offs $1,134,316 $9,491 $1,124,825 NM •Capital project asset write-offs and associated contract cancellation costs recorded in 2024 primarily related to stopping construction of Kemerton Trains 3 and 4. The Company determined that these assets will not provide future value or will require significant re-engineering if the related projects are restarted. •Severance and other restructuring costs associated with the global headcount reductions from the announced change in operating structure and the actions taken at Kemerton in 2024 •2023 included separation and other severance costs to employees in Corporate and the Ketjen business

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
Gain on Change in Interest in Properties/Sale of Business, NetIn thousands 2024 2023 $ Change % Change Gain on change in interest in properties/sale of business, net $ $ (71,190) $71,190 NM •Gain in 2023 resulting from the restructuring of the MARBL joint venture with MRL. See Note 8, “Investments,” for further details.

Read it in 10-K 2025-02-12 at sec.gov ↗

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