10-K 0000915913-26-000018 (2026-02-11) vs 10-K 0000915913-25-000026 (2025-02-12)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 17,420 |
17.0% |
| MD&A | Item 7 | 18,112 |
28.6% |
| Legal Proceedings | Item 3, via Note 15 – Commitments and Contingencies: | 1,338 |
11.9% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies: | 6,482 |
13.8% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, 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 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.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
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 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
•staffing difficulties and labor disputes may impact our operations in certain countries in which we operate;
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
We are subject to risks related to brine extraction limits, particularly with respect to our early warning plan at our facilities in Chile.
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 ↗
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 ↗
RemovedRisk Factors
•We are subject to extensive foreign government regulation that can negatively impact our business.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
•Restrictive covenants in our debt instruments may adversely affect our business.
Read it in 10-K 2025-02-12 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
•our foreign operations may experience staffing difficulties and labor disputes;
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 ↗
RemovedRisk Factors
We are subject to extensive foreign government regulation that can negatively impact our business.
Read it in 10-K 2025-02-12 at sec.gov ↗
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 ↗
RemovedRisk Factors
Restrictive covenants in our debt instruments may adversely affect our business.
Read it in 10-K 2025-02-12 at sec.gov ↗
RewordedRisk Factors
In connection with this resolution, we entered into a non-prosecution agreement with Department of Justice (“DOJ”) and the DOJ and an administrative resolution with the SEC, SEC pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest. interest and agreed to certain ongoing compliance reporting obligations.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
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 and coverage limits. limitations.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
In addition, the U.S. and other regions in which we operate are experiencing an acute may experience workforce shortage shortages for skilled workers, workers and limitations on the availability of immigrant labor, which in turn has created a hyper-competitive wage environment that may impact our ability to attract and retain qualified employees.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
For example, our lithium and bromine businesses rely upon our continued ability to produce, obtain key raw materials, such as chlorine or otherwise obtain, lithium and bromine soda ash, of sufficient quality and in adequate amounts as part of our supply chain to meet our customers’ demand. demand for our products.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable reserves, including many factors beyond our control, that could cause results to differ materially from expected financial and operating results or result in future impairment charges.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
In May 2013, we entered into agreements to initiate We are part of a commercial paper program under which we may issue unsecured commercial paper notes from time-to-time in a maximum aggregate principal amount outstanding at any time of up to $1.5 billion (up from $750 million prior to the May 2023 increase). billion.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Additionally, in In 2024, the Company stopped construction of Kemerton Trains 3 and 4, and announced that it was placing portions of its Kemerton project Train 2 into care and maintenance and stopping construction on other portions, in an effort to optimize its cost structure in light of the depressed levels of lithium prices.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
As we continue our review of of, and make changes to, our cost and operating structure, including the February 2026 announcement of the decision to place Kemerton Train 1 into care and maintenance, we may be required to record additional charges in our financial statements during the period in which any impairment of our goodwill, intangible assets or long-lived assets is determined, negatively impacting our results of operations and financial condition.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Accordingly, our future profitability depends upon our ability to operate in a way that optimizes extraction of raw materials from the reserves we have and acquire additional lithium reserves that are economically viable to replace the reserves we will extract. our reserves.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
For example, although the new current U.S. presidential administration has indicated that it may halt reduced or suspended government infrastructure spending to establish charging points for EV users, eliminate projects, eliminated certain tax cuts available in connection with EV purchases, and rescind rescinded requirements pertaining to reducing greenhouse gas emissions, all or any of which measures may have a detrimental affect on the U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
For example, In addition, there have been concerns regarding the water scarcity, declining water level of the Dead Sea, from which precipitation and drought in Jordan, where our joint venture, JBC, produces bromine.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to certain bargaining agreements or labor arrangements. arrangements, particularly in the Netherlands, Germany and Chile.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesRisk Factors
Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange losses.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•the closing and timing of closing of our divestiture of the Refining Solutions business;
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•our rights to use water and our usage of water, particularly with respect to our early warning plan at our facilities in Chile;
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•risks related to any divestiture or discontinuations of operating units or plants;
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
•Cash flows from operations in 2025 were $1.3 billion, an increase of 86% from prior year.
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 ↗
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
•In the third quarter of 2024, we increased our quarterly dividend for the 30th consecutive year, to $0.405 per share.
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 ↗
RewordedMD&A
Other Comprehensive (Loss) Income, Income (Loss), Net of TaxIn thousands 2025 2024 2023 $ Change % Change Other comprehensive (loss) income, income (loss), net of tax $407,445 $ (213,469) $32,254 $ (245,723) $620,914 NM •Foreign currency translation and other $407,873 $ (210,534) $26,403 $ (236,937) $618,407 NM •2025 included favorable movements in the Euro of approximately $375 million, the Chinese Renminbi of approximately $23 million, the Brazilian Real of approximately $5 million, the Taiwanese Dollar of approximately $4 million and a net favorable variance in various other currencies of less than $1 million •2024 included unfavorable movements in the Euro of approximately $182 million, the Brazilian Real of approximately $15 million, the Japanese Yen of approximately $11 million, the Taiwanese Dollar of approximately $6 million, the Korean Won of approximately $6 million and a net unfavorable variance in various other currencies of approximately $7 million, partially offset by unfavorable movements in the Chinese Renminbi of approximately $15 million •2023 included favorable movements in the Euro of approximately $41 million and the Brazilian Real of approximately $5 million, partially offset by unfavorable movements in the Chinese Renminbi of approximately $12 million, the Japanese Yen of approximately $8 million and a net unfavorable variance in various other currencies of approximately $1 million •Cash flow hedge $(428) $ (2,935) $5,851 $ (8,786) $2,507 NM
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The amended first financial covenant requires that the ratio of (a) (i) the Company’s consolidated net funded debt plus a proportionate amount of Windfield’s net funded debt less (ii) the Company’s unrestricted cash and cash equivalents plus a proportionate amount of Windfield’s unrestricted cash and cash equivalents (up to a specified amount) to (b) consolidated Windfield-Adjusted EBITDA (as such terms are defined in the 2022 Credit Agreement) be less than or equal to (i) 4.00:1.0 as of the end of the fourth quarter of 2024, (ii) 4.75:1.0 as of the end of the first quarter of 2025, (iii) 5.75:1.0 as of the end of the second quarter of 2025, (iv) 5.50:1.0 as of the end of the third quarter of 2025, (v) 5.00:1.0 as of the end of the fourth quarter of 2025, (vi) (ii) 4.75:1.0 as of the end of each of the first and second quarters of 2026, and (vii) 3.50:1.0 as of the end of the third quarter of 2026 and each fiscal quarter thereafter through the third quarter of 2027.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Energy StorageIn thousands 2025 2024 2023 $ Change % Change Net sales $2,710,035 $3,015,121 $7,078,998 $ (4,063,877) (57)% •$5.4 billion (305,086) (10)% •$591.6 million decrease attributable to unfavorable pricing impacts, primarily in battery- and tech-grade lithium carbonate and hydroxide sold under index-referenced and variable-priced contracts, and mix •$1.4 billion contracts •$285.7 million increase attributable to higher sales volume, primarily volume driven by the La Negra III/IV expansion in Chile, as well as sales of chemical-grade spodumene to meet growing customer demand •$30.3 million decrease attributable to unfavorable currency translation resulting Adjusted EBITDA $697,215 $757,540 $ (60,325) (8)% •Unfavorable pricing impacts in lithium carbonate and hydroxide •Decreased equity earnings from lower pricing from the stronger U.S. Windfield joint venture.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The higher lower cost of goods sold of inventory spodumene purchased from Windfield is offset in the equity in net income of unconsolidated investments in the period the converted inventory is sold to third-party customers. •Lower average input costs, including the impact customers •Higher sales volume in all of a $604.1 million charge recorded in 2023 (reduced to $104.0 million as of December 31, 2024) to reduce the value of certain finished goods and spodumene to their net realizable value following the decline in lithium market pricing at the end of each year •Unfavorable our businesses, driven primarily by Energy Storage •Favorable currency exchange impacts resulting from the stronger weaker U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net (Loss) Income Loss Attributable to Albemarle CorporationIn thousands 2025 2024 2023 $ Change % Change Net (loss) income loss attributable to Albemarle Corporation $ (510,628) $ (1,179,449) $1,573,476 $ (2,752,925) $668,821 NM Percentage of Net Sales (9.9) % (21.9) % 16.4% Net (loss) income loss attributable to Albemarle Corporation common shareholders $ (677,378) $ (1,316,096) $1,573,476 $ (2,889,572) $638,718 NM Basic (loss) earnings loss per share $ (5.76) $ (11.20) $13.41 $ (24.61) $5.44 NM Diluted (loss) earnings loss per share $ (5.76) $ (11.20) $13.36 $ (24.56) $5.44 NM •Decrease •Increase in 2024 2025 results due to reasons noted above previously •Net (loss) income loss attributable to Albemarle Corporation common shareholders in 2024 includes a reductions of $166.8 million and $136.6 million reduction for mandatory convertible preferred stock dividends in 2025 and 2024, respectively
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
As is customary for such long-term debt instruments, each series of the outstanding notes outstanding has have terms that allow us to redeem the notes before their maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of these the notes to be redeemed, or redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued to to, but excluding, the date of redemption) discounted to the redemption date on a semi-annual an annual basis using the comparable government bond rate (as defined in the indentures governing these notes) plus between 25 35 basis points plus accrued and 40 basis points, depending unpaid interest on the series of notes, plus, in each case, accrued interest thereon to principal amount being redeemed to, but excluding, the date of redemption.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
CorporateIn thousands 2025 2024 2023 $ Change % Change Adjusted EBITDA $ (25,359) $22,668 $ (37,983) $60,651 (160)% •Reduced expenses as part of announced cost reduction efforts, including outside services and travel and entertainment costs •$14.2 (48,027) NM •$40.4 million increase decrease attributable to favorable unfavorable currency exchange impacts, net of $34.2 a $64.3 million decrease increase in foreign exchange impacts from our Windfield joint venture •Reduced expenses as part of cost reduction efforts, including compensation costs, outside services and travel and entertainment costs
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Dollar against various currencies Adjusted EBITDA $275,739 $228,504 $298,506 $ (70,002) (23)% •Unfavorable pricing impacts •Decreased manufacturing costs resulting from higher production volume and productivity initiatives $47,235 21% •Higher sales volume related to increased demand across all products •Decrease in noncontrolling interests to JBC joint venture resulting •Savings from lower restructuring and productivity improvements •Lower input costs from raw materials •Unfavorable pricing •$6.1 impacts •$2.5 million decrease attributable to unfavorable currency translation resulting from the stronger U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
SpecialtiesIn thousands 2025 2024 2023 $ Change % Change Net sales $1,366,435 $1,325,983 $1,482,425 $ (156,442) (11)% •$185.5 million decrease attributable to unfavorable pricing impacts •$34.5 $40,452 3% •$58.3 million increase attributable to higher sales volume related to increased demand across all products •$5.5 •$24.6 million decrease primarily attributable to unfavorable pricing impacts in lithium specialties, partially offset by favorable pricing in bromine and derivatives •$6.8 million increase attributable to favorable currency translation resulting from the stronger weaker U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Research and Development ExpensesIn thousands 2025 2024 2023 $ Change % Change Research and development expenses $ 51,398 $ 86,720 $ 85,725 $995 1% (35,322) (41)% Percentage of Net sales 1.0 % 1.6 % 0.9 % •Reduction primarily driven by lower research and development spending in Specialties and Energy Storage as part of cost reduction efforts
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net SalesIn thousands 2025 2024 2023 $ Change % Change Net sales $5,142,733 $5,377,526 $9,617,203 $ (4,239,677) (44)% •$5.6 billion (234,793) (4)% •$615.5 million decrease primarily attributable to lower lithium carbonate and hydroxide market pricing in Energy Storage •$1.4 billion •$368.6 million increase attributable to higher sales volume, volume in all of our businesses, driven primarily in by Energy Storage •$36.0 •$12.3 million of unfavorable favorable currency translation resulting from the stronger weaker U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
During the fourth quarter of 2023, Albemarle paid MRL approximately $380 million in cash, which includes $180 million of consideration for the remaining ownership of Kemerton as well as a payment for the economic effective date of the transaction being retroactive to April 1, 2022.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
We will continue to report results across our three existing operating segments of Energy Storage, Specialities Specialties and Ketjen.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
There were 0 no borrowings outstanding under the 2022 Credit Agreement as of December 31, 2024. 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
In 2022, we announced we had been awarded a nearly an approximately $150 million grant from the U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in any of their credit standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with them, not renew their extensions of credit or not provide new financing to us.
Read it in 10-K 2026-02-11 at sec.gov ↗