ALB 10-K & 10-Q changes, risk factors and insider trading

•Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at all, including due to climate change,all could have an adverse effect on the margins of our products and our results of operations.

•Development projects are inherently risky and may require more capital than anticipated,anticipated or not prove to be economically viable based on ultimate costs and returns of a project, which could adversely affect our business. The development of our mines and operations are also subject to other project specific risks.

•OurThe results of the Refining Solutions business are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.

•We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.divested, including in connection with the divestiture of the controlling interest in our Refining Solutions business.

•Our inability to acquire or develop additionallithium lithiumor bromine reserves that are economically viable could have a material adverse effect on our future profitability.

•Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and conversion facilities, and conversion plants and our revenues and profitability generally.

•The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decreaseincrease demand for our products.costs.

In addition, certain of our operationsoperations, including joint ventures, and ongoing capital projects are in regions of the world such as Asia, the Middle East and South America that are of high risk due to significant civil, political and security instability. Unanticipated events, such as geopolitical changes, could result in disruption of operations, a write-down of our investment in the affected joint venture or a delay or cause cancellation of those capital projects, which could negatively impact our future growth and profitability. Our success as a global business will depend, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions by developing, implementing and maintaining policies and strategies that are effective in each location where we and our joint ventures do business.

Furthermore, we are subject to rules and regulations related to anti-bribery and antitrust prohibitions of the U.S. and other countries, as well as export controls and economic embargoes, violations of which may carry substantial penalties. For example, export control and economic embargo regulations limit the ability of our subsidiaries to market, sell, distribute or otherwise transfer their products or technology to prohibited countries or persons. Failure to comply with these regulations could subject us or our subsidiaries to fines and enforcement actions and/or have an adverse effect on our reputation and the value of our common stock. Relating to anti-bribery prohibitions, in September 2023, we finalized agreements with regulatory agencies to resolve self-reported potential violations of the U.S. Foreign Corrupt Practices Act; see “We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.” below.

In 2024,2025, net sales shipped to or within China represented 36%39% of our total net sales. Additionally, we own fourthree active production facilities located in China, including the lithium conversion plant in Meishan, China, which began production in 2024.China. In addition to the risks described above under “Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations.”, our operations in China expose us to risks particular to conducting business in that country. For example, over the past several years the U.S. and China have applied tariffs to certain of each other’s exports, including tariffs on Chinese electric vehicles and lithium-ion batteries announced by the U.S. presidential administrationinitiated in 2024,2025, which have resulted in, and may continue to cause, shifting trade flows and restrictions on certain sales of goods into China and domestic demand for products manufactured in China. TheIn currentaddition to the existing tariffs, the U.S. presidentialmay administrationcontinue has indicated that it mayto impose additional tariffs on China and other countries. Additionally, geopolitical or trade disputes (including as a result of China-Taiwan and U.S.-Taiwan relations) between the U.S. and China, or China and any other nation in which we conduct operations may lead to further restrictions on trade and/or obstacles to conducting business in China. Recently, Australia and China have improved relations and resolved trade disputes. However, as we ship a significant portion of our lithium from Australia into China for further processing, any tensions or a regression in relations between the countries could have a material impact on our operations. Furthermore, the Chinese government has, from time to time, curtailed manufacturing operations, with little or no notice, in industrial regions out of growing concern over air quality and in response to COVID-19 outbreaks.quality. The Chinese government has also instituted energy intensity and energy consumption targets in a number of provinces in its efforts to reduce energy consumption, resulting in energy quotas and shortages in energy supply that can be disruptive to construction and manufacturing operations. These and other risks may have an adverse effect on our sales to Chinese customers and/or result in our not realizing a return on, or losing some, or all, of our strategic investments in China.

Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at all, including due to climate change,all could have an adverse effect on the margins of our products and our results of operations.

The long-term profitability of our operations will, in part, depend on our ability to continue to economically obtain resources, including energy and raw materials. For example, our lithium and bromine businesses rely upon our continued ability to produce,obtain key raw materials, such as chlorine or otherwisesoda obtain, lithium and bromineash, of sufficient quality and in adequate amounts as part of our supply chain to meet our customers’ demand.demand for our products. If we fail to secure and retain the rights to continue to access these key raw materials, we may have to restrict or suspend our operations that rely upon these key resources, which could harm our business, results of operations and financial condition. In addition, in some cases access to these raw materials by us and our competitors is subject to decisions or actions by governmental authorities, which could adversely impact us. Furthermore, other raw material and energy costs account for a significant percentage of our total costs of products sold, even if they can be obtained on commercially reasonable terms. Our raw material and energy costs can be volatile and may increase significantly. Increases are primarily driven by tightening of market conditions and major increases in the pricing of key constituent materials for our products such as crude oil, chlorine and metals (including molybdenum and rare earths, which are used in the refinery catalysts business). We generally attempt to pass through changes in the prices of raw materials and energy to our customers, but we may be unable to do so (or may be delayed in doing so). In addition, raising prices we charge to our customers in order to offset increases in the prices we pay for raw materials could cause us to suffer a loss of sales volumes. Our inability to efficiently and effectively pass through price increases, or inventory impacts resulting from price volatility, could adversely affect our margins.

We compete against a number of highly competitive global specialty chemical producers. Competition is based on several key criteria, including product performance and quality, product price, product availability and security of supply, climate-related performance and responsiveness of product development in cooperation with customers and customer service. Some of our competitors are larger than us and may have greater financial resources. These competitors may also be able to maintain significantly greater operating and financial flexibility. As a result, these competitors may be better able to withstand changes in conditions within our industry. Competitors’ pricing decisions could compel us to decrease our prices, which could negatively affect our margins and profitability. Our ability to maintain or increase our profitability is, and will continue to be, dependent upon our ability to offset decreases in the prices and margins of our products by improving production efficiency and volume and other productivity enhancements, shifting to production of higher margin chemical products and improving existing products through innovation and research and development. If we are unable to do so or to otherwise maintain our competitive position, we could lose market share to our competitors.

Our industries and the end markets into which we sell our products experience technological change and product improvement. Manufacturers periodically introduce new products or require new technological capacity to develop customized products. Our future growth depends on our ability to gauge the direction of the commercial and technological progress in all key end markets in which we sell our products and upon our ability to fund and successfully develop, manufacture and market products in such changing end markets. As a result, we must commit substantial resources each year to research and development. There is no assurance that we will be able to continue to identify, develop, market and, in certain cases, secure regulatory approval for innovative products in a timely manner or at all, as may be required to replace or enhance existing products, and any such inability could have a material adverse effect on our profit margins and our competitive position.

Development projects are inherently risky and may require more capital than anticipated,anticipated or not prove to be economically viable based on ultimate costs and returns of a project, which could adversely affect our business. The development of our mines and operations are also subject to other unique risks.

Mine developmentDevelopment projects typically require a number of years and significant expenditures during the development phase before production is possible. There are many risks and uncertainties inherent in all development projects including, but not limited to, unexpected or difficult geological formations or conditions, potential delays, cost overruns, lower levels of production during ramp-up periods, shortages of material or labor, construction defects, breakdowns and injuries to persons and property. The development of our mines and operations are also subject to other unique risks including, but not limited to, underground fires or floods, ventilating harmful gases, fall-of-ground accidents, and seismic activity resulting from unexpected or difficult geological formations or conditions. While we anticipate taking all measures that we deem reasonable and prudent in connection with the development of our mines to safely manage production, there is no assurance that these risks will not cause schedule delays, revised mine plans, injuries to persons and property, or increased capital costs, any of which may have a material adverse impact on our cash flows, results of operations and financial condition. Additionally, although we devote significant time and resources to our project planning, approval and review processes, many of our development projects are highly complex and rely on factors that are outside of our control, which may cause us to underestimate the time and capital required to complete a development project.

Our decision to develop a project is typically based on the results of feasibility studies, which estimate the anticipated economic returns of a project. In addition, the economic feasibility of development projects is based on many factors, including the accuracy of estimated mineral resources and reserves, estimated capital and operating costs, and estimated future prices of lithium and bromine. In the event that the estimates on which our project development decisions are based ultimately inaccurate, a project may not be economically viable. In recent years, the Company has determined to halt production on portions of its Kemerton plant, and put its Chengdu conversion plant and the completed portions of its Kemerton plant into care and maintenance. The Company recently announced its decision to place Kemerton Train 1 into care and maintenance.

Downturns in the businesses that use our specialty chemicals may adversely affect our sales. Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, that are cyclical in nature, or which are subject to secular market downturns or may face adverse effects of evolving regulatory regimes. Historically, cyclical or secular industry downturns have resulted in diminished demand for our products, excess manufacturing capacity and lower average selling prices, and we may experience similar problems in the future.

Additionally, certain of these industries are subject to regulatory schemes that may shift with changes in the political climate. The results of elections in the United States or other countries in which our customers are located and changes in governing administrations and legislative bodies may result in consequent changes to these regulatory regimes that could cause a decline within these industries, leading to a diminished demand for our products. For example, although the newcurrent U.S. presidential administration has indicatedreduced thator it may haltsuspended government infrastructure spending to establish charging points for EV users,projects, eliminateeliminated certain tax cuts available in connection with EV purchases, and rescindrescinded requirements pertaining to reducing greenhouse gas emissions, all or any of which measures may have a detrimental affect on the U.S. EV industry. A decline in our customers’ industries may have a material adverse effect on our sales and profitability.

OurThe results of the Refining Solutions business are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.

Agencies in the European Union (“E.U.”) continue to evaluate the risks to human health and the environment associated with certain brominated fire safety solutions such as tetrabromobisphenol A and decabromodiphenyl ethane, both of which we manufacture. Additional government regulations, including limitations or bans on the use of brominated flame retardants, could result in a decline in our net sales of brominated fire safety solutions and have an adverse effect on our sales and profitability.profitability and make it necessary for us to develop alternative products. In addition, the threat of additional regulation or concern about the impact of brominated fire safety solutions on human health or the environment could lead to a negative reaction in our markets that could reduce or eliminatealter our markets for these products, which could have an adverse effect on our sales and profitability.

Our business and our customers are subject to significant requirements under REACH, which imposes obligations on E.U. manufacturers and importers of chemicals and other products into the E.U. to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Additionally, substances of high concern, as defined under REACH, are subject to an authorization process, which may result in restrictions in the use of products by application or even banning the product. Regulations similar to REACH are also being considered and implemented in other countries where we do business, such as Korea, Japan, and the United Kingdom. REACH regulations impose significant additional burdens on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. See “Regulation” in Item 1. Business. Our significant manufacturing presence and sales activities in the E.U. and other global regions require significant compliance costs and may result in increases in the costs of raw materials we purchase and the products we sell. Increases in the costs of our products could result in a decrease in their overall demand; additionally, customers may seek products with lower regulatory compliance requirements, which could also result in a decrease in the demand of certain products subject to the REACH regulations.

The U.S. Toxic Substances Control Act (“TSCA”) requires chemicals to be assessed against a risk-based safety standard and calls for the elimination of unreasonable risks identified during risk evaluation. This regulation and other pending initiatives at the U.S. state level, as well as initiatives in Canada, Asia and other regions, could potentially require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products. Such a decrease in demand could have an adverse impact on our business and results of operations.

Relationships with local communities and other stakeholders may impact our operations, particularly in Chile and Western Australia. We may become impacted by the interests of local communities and other stakeholders, including in some cases, indigenous peoples. Certain of these communities or other stakeholders may have or may develop interests or objectives which are different from, or even in conflict with, our objectives, including the use of our lands and waterways near our operations. Our relationships with the communities near our sites and other stakeholders are critical to the future success of our sites, as well as at any future development. There is an increasing level ofongoing public concernattention relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Publicity adverse to our operations, or the mining industry generally, could have an adverse effect on our development plans or future operations and may impact relationships with the communities in which we ultimately operate and other associated stakeholders.

While we are committed to operating in a socially responsible manner, there can be no assurance that our efforts in this respect will mitigate this potential risk. All the foregoing could have a material adverse effect on our business, financial 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.operations.

We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.divested, including in connection with the divestiture of the controlling interest in our Refining Solutions business.

In connection with the sale of certain properties and businesses, such as the divestiture of the controlling interest in our Refining Solutions business, we have agreed to indemnify the purchasers of such properties for certain types of matters, such as certain breaches of representations and warranties, taxes and certain environmental matters. With respect to environmental matters, the discovery of contamination arising from properties that we have divested may expose us to indemnity obligations under the sale agreements with the buyers of such properties or cleanup obligations and other damages under applicable environmental laws. We may not have insurance coverage for such indemnity obligations or cash flows to make such indemnity or other payments. Further, we cannot predict the nature of and the amount of any indemnity or other obligations we may have to the applicable purchaser. Such payments may be costly and may adversely affect our financial condition and results of operations. For example, in 2021, we agreed to pay $665 million to settle claims related to a legacy Rockwood Holdings, Inc. (“Rockwood”) business sold to a third party prior to our acquisition of Rockwood in 2015.

The U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar foreign anti-corruption laws in other jurisdictions around the world generally prohibit companies and their intermediaries from making improper payments or providing anything of value to non-U.S. government officials for the purpose of obtaining or retaining business or securing an unfair advantage. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Although we have established formal policies or procedures for prohibiting or monitoring this conduct, we cannot assureprovide youtotal certainty that our employees or other agents will not engage in such conduct for which we might be held responsible. In the event that we believe or have reason to believe that our employees, agents or distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse effect on our business and results of operations.

In September 2023, followingin anconnection internal investigation andwith voluntary self-reporting of potential violations of the FCPA, we finalized agreements with the U.S. Department of Justice (“DOJ”) and the SEC relative to improper payments made, prior to 2018, by third-party sales representatives of our Refining Solutions business (now Ketjen). In connection with this resolution, we entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest.interest We alsoand agreed to certain ongoing compliance reporting obligations. In April 2025, the Company concluded the non-prosecution agreement with the DOJ prior to the end of its term in recognition that the terms of the agreement had been satisfied.

Our inability to acquiredevelop lithium or develop additional lithiumbromine reserves that are economically viable could have a material adverse effect on our future profitability.

Our lithiummineral property reserves will, without acquiring or developing additional reserves, decline as we continue to extract these raw materials. Accordingly, our future profitability depends upon our ability to operate in a way that optimizes extraction of raw materials from theour reserves we have and acquire additional lithium reserves that are economically viable to replace the reserves we will extract.reserves. Exploration and development of lithium resources are highly speculative in nature. Exploration projects involve many risks, require substantial expenditures and may not result in the discovery of sufficient additional resources that can be extracted profitably. Once a site with potential resources is discovered, it may take several years of development until production is possible, during which time the economic viability of production may change. Substantial expenditures are required to establish recoverable proven and probable reserves and to construct extraction and production facilities. As a result, there is no assurance that current or future exploration programs will be successful and there is a risk that depletion of reserves will not be offset by discoveries or acquisitions.

Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and conversion facilities, and our revenues and profitability generally.

Our ability to successfully develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide. The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand. In particular, demand for lithium 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, battery electric vehicles and energy storage systems. Such external economic factors impacting supply and demand are influenced by changes in international investment patterns, various political developments and macro-economic circumstances.

In addition, the price of lithium products is impacted by their purity and performance. We may not be able to effectively mitigate against such fluctuations; although some of our long-term agreements include higher pricing, we are also party to index-referenced and variable-priced contracts. Lithium prices significantly decreased by approximately 85% to 95% from their high in January 2023 throughout 2024 and remainedinto at that lower level throughout 2024,2025, which adversely impacted our financial results.results during those periods. Lithium prices began to rebound in the second half of 2025, but remain volatile and are well below peak levels. High volatility or furtheradditional declines in the lithium prices could have a material and adverse effect on the revenues and profitability of our Energy Storage business and on our company generally.company. In addition, a further decrease in lithium prices may lead to additional inventory valuation charges in the valuation period prior to when the goods are sold. For example, As a result of the decline in lithium market pricing, the Company recorded charges to reduce the value of certain finished goods and spodumene to their net realizable value, including a charge of $604.1 million during the year ended December 31, 2023. The balance of these adjustments to inventories was $104.0 million as of December 31, 2024.

Following the Wodgina acquisition in 2019, the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into production in 2022. Additionally, inIn 2024, the Company stopped construction of Kemerton Trains 3 and 4, and announced that it was placing portions of its Kemerton projectTrain 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. In 2025, the Company also placed its Chengdu, China conversion plant into care and maintenance, and transferred its production to other processing facilities in China. Similarly, in February 2026, the Company announced its decision to place Kemerton Train 1 into care and maintenance. Depending on market conditions and the Company’s cost structure, the Company may take additional actions in the future to idle productionproduction, halt construction, or haltcease constructionoperations activities at its mines or processing facilities due to lack of market demanddemand, pricing economics, production costs, or for other reasons.

Our success depends on our ability to attract and retain key personnel including our management team. In light of the specialized and technical nature of our business, our performance is dependent on the continued service of, and on our ability to attract and retain, qualified management, scientific, technical, marketing and support personnel. Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel. In addition, because of our reliance on our senior management team, the unanticipated departure, death or disability of any key member of our management team could have an adverse effect on our business. Our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior management and other key positions throughout the organization. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. In addition, the U.S. and other regions in which we operate aremay experiencing an acuteexperience workforce shortageshortages 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.

As of December 31, 2024,2025, we had approximately 8,3007,800 employees, including employees of our consolidated joint ventures. Approximately 28%26% of these employees are represented by unions or works councils. In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. 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, For example, most of our employeesparticularly in Europethe areNetherlands, represented by works councils that must approve any changes in conditions of employment, including salariesGermany and benefits and staff changes, and may impede efforts to restructure our workforce.Chile. Although we believe that we have a good working relationship with our employees,employees and their representatives in the jurisdictions where we operate, a strike, work stoppage, slowdown or significant dispute with our employees could result in a significant disruption of our operations or higher labor costs.

We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties. We apply the equity method of accounting to joint ventures when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee but we do not exercise control. Our equity method investees are governed by their own board of directors, whose members have fiduciary duties to the investees’'investees’ shareholders. While we have certain rights to appoint representatives to the investees’ boards of directors, the interests of the investees’ shareholders may not align with our interests or the interests of our shareholders and strategic and contractual disputes may arise.

•the ability to apply for and obtain government funding to to support new operations;

•future acquisition and divestiture transactions, including the ability to successfully execute, operate and integrate acquisitions and divestitures and incurring additional indebtedness;

•expected benefits and expenses related to our newongoing and any future operating structure and asset optimization activities;

•impacts of the situationsituations in the Middle EastEast, the tensions between China and Taiwan and the military conflict between Russia and Ukraine, and the related global response to itresponses;

We are a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health. Our purpose is to enable a more resilient world. We partner to pioneer new ways to move, power, connect, and protect. The end markets we serve include grid storage, automotive, aerospace, conventional energy, electronics, construction, agriculture and food, pharmaceuticals and medical devices. We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and plantplanet will enable us to maintain a leading position in the industries in which we operate.

Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, cost discipline, broad geographic presence and customer-focused solutions will continue to be key drivers of our future earnings. We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace to contribute to our sustainability-based revenue. For example, our Energy Storage business contributes to the growth of clean miles driven with electric vehicles and more efficient use of renewable energy through grid storage; Specialties enables the prevention of fires starting in electronic equipment, greater fuel efficiency from rubber tires and the reduction of emissions from coal fired power plants; and our Ketjen business enhances the efficiency of natural resources through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly fuels, and reduced emissions through cleaner transportation fuels. We believe our disciplined cost reduction efforts and ongoing productivity improvements, among other factors, position us well to take advantage of strengthening economic conditions as they occur, while softening the negative impact of the current challenging global economic environment.environments.

•We recorded net sales of $5.4$5.1 billion during 20242025; grewdriven by 9% year-over-year increase in Energy Storage volumes by 19% year-over-year.volume.

•Cash flows from operations in 20242025 were $702.1$1.3 million.billion, an increase of 86% from prior year.

The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, we believe that the global market for lithium battery and energy storage, particularly for EVs,EVs and energy storage systems (“ESS”), remains strong, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as we have positioned ourselves to manage the impact on our business of changing global conditions, such as trade policies and tariffs, slow and uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. DuringOver the courselast ofthree 2023 and 2024,years, lithium index pricing dropped significantly.significantly from its previous peak. Amidst these dynamics, and despite recent downward lithiumongoing price pressure,volatility, we believe our long-term business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio primarily through pricing and product development, managing costs and delivering value to our customers and shareholders. We believe that our businesses remain well-positioned to capitalize on new business opportunities and long-term trends driving growth within our end markets and to respond quickly to changes in economic conditions in these markets.

However,As inpart orderof continual efforts to optimize our cost structure and strengthen our financial flexibility, we arehave takingtaken proactive actions, including certain restructuring activities and reducing planned capital expenditures. AsIn part of these actions,2024, we announced a new operating structure, effective November 1, 2024, that transitionstransitioned from two core global business units 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 our three existing operating segments of Energy Storage, SpecialitiesSpecialties and Ketjen. IfAs noted above, we expect to complete the divestiture of the refining solutions business, within the Ketjen segment, in the first quarter of 2026. Although lithium index pricing trendsbegan furtherto downwardrebound or remains atfrom low levels fortoward the end of 2025, it remains critical that the Company ensure an extendedefficient time,operating model so we maycan needcompete toand takeinvest at every point of the cycle. To ensure we remain competitive, we will continue considering on an ongoing basis additional measures to support growthoperating efficiencies, financial flexibility and financial flexibility, including further restructuring actions.growth.

AtIn July 2025, legislation commonly known as the “One Big Beautiful Bill Act” was signed into law. Among other potential impacts, this time,bill included a number of tax provisions including extending existing provisions that were set to expire, substantive changes in international tax rules, and the repeal or phase outs of certain energy tax credits. We are evaluating the impacts of this legislation on our financial statements. In addition, relating to the current situation in the Middle East, our business operations have continued as normal with some shipping and raw material delays. We are monitoring the situation and will continue to make efforts to protect the safety of our employees and the health of our business.

Energy Storage: WeEnergy Storage net sales and profitability are strongly dependent on lithium market prices, which are volatile. If the average lithium pricing for 2026 is in line with current prices, we expect Energy Storage net sales and profitability to decreaseincrease year-over-year in 2025 as lithium market prices are at lower levels compared to 2024.year-over-year. Because many of our contracts beingare index-referenced and variable-priced, our business is generally aligned with changes in market and index pricing. As a result, increases or further decreases in lithium market pricing could have a material impact on our results. We do expect thesales lower pricingvolume to be partiallyrelatively offsetflat bycompared higherto prior year as a result of continued strong integrated production, strong spodumene sales volume driven primarily by additional capacity from La Negra, Chile, Meishan and Qinzhou,maintaining China. The Meishan, China lithium conversion plant achieved first commercial sales during the second quarter of 2024. We could recordlower inventory valuation charges in 2025 if lithium prices continue to deteriorate during the projected period of conversion and sale. While we ramp up our new capacity, we will continue to utilize tolling arrangements to meet growing customer demand.levels. Global EV and ESS sales are expected to continue to increase over the prior year, driving continued demand for lithium batteries. We also expect continued cost reduction efforts to drive additional profitability in 2026.

As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, over the past two years we have stopped construction of the Kemerton Trains 3 and 4.4, In addition, we haveand put Kemerton TrainTrains 1 and 2 and the Chengdu, China conversion facilities into care and maintenance. KemertonProduction Trainfrom 1the willsites continueplaced into care and maintenance has been transferred to operateother andprocessing activity around it is currently focused on commercialization efforts.facilities.

On a longer-term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid EVs and full battery EVs increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium-ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers and automotive OEMs and favorable global public policy toward e-mobility/renewable energy usage. In addition, we expect strong demand in the ESS market driven by competitive economics and desire for energy reliability. ESS technology supports peak-demand, regulates grid frequency and voltage ,and provides back-up power as global data center growth drives increased electricity demands globally. Our outlook is also bolstered by long-term supply agreements with key strategic customers, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution.

Specialties: We expect both net sales and profitability to be higherlower in 20252026 year-over-year asfrom welower recoverpricing, fromnotably in the Lithium Specialties business. We expect volumes to be relatively flat based on reduced customer demand in certain markets, including consumer and industrial electronics.electronics, Inoffset addition,by we expect to maintaincontinued strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.

OnFollowing athe longer-term basis,divestitures, we will retain an investment in the refining solutions market. We believe increased global demand for transportation fuels, new refinery start-ups, ongoing adoption of cleaner fuels and the continuous growth in chemical derivatives from petroleum products will be the primary drivers of growth in ourrefining Ketjen business.solutions. We believe delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry. We also believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the world.

Corporate: We continue to focus on cash generation, working capital management and process efficiencies. We expect our global effective tax rate will vary based on the localeslocations in which income is actually earned and remains subject to potential volatility from changing legislation in the United States, such as the Inflation Reduction Act and Pillar Two which became effective in early 2024,OBBBA, and other tax jurisdictions. In 2024, we took actions as part of an effort that will focus on preserving our world-class resource advantages, optimizing our global conversion network, improving our cost competitiveness and efficiency, reducing capital intensity and enhancing our financial flexibility. As part of these measures, we stopped construction or deferred spending on certain capital projects, such as the Kemerton conversion plant noted above. In addition, we will incur severance and other restructuring charges associated with the Company’s transition to a new fully integrated functional operating model.

Actuarial gains and losses related to our defined benefit pension and OPEB plan obligations are reflected in Corporate as a component of non-operating pension and OPEB plan costs under mark-to-market accounting. Results for the year ended December 31, 20242025 include an actuarial gainloss of $9.8$17.2 million ($7.5$19.2 million after income taxes), as compared to a gain of $10.2$9.8 million ($8.3$7.5 million after income taxes) for the year ended December 31, 2023.2024.

With the exception of the segment results of operations for the change in definition of adjusted EBITDA, discussionDiscussion of our results of operations for the year ended December 31, 20232024 compared to the year ended December 31, 20222023 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.2024.

Net (Loss) Income Attributable to Albemarle Corporation

Other Comprehensive Income (Loss) Income,, Net of Tax

Our chief operating decision maker (“CODM”) uses adjusted EBITDA (as defined below) to assessassesses the ongoing performance of the Company’s business segments and allocates resources by considering the variance in the actual results to allocatethe resources.forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing performance of the segments. In addition, the CODM uses adjusted EBITDA for business and enterprise planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. EffectiveThe January 1, 2024, the Company changed itsCompany’s definition of adjusted EBITDA for financial accounting purposes. The updated definition includes Albemarle’s share of the pre-tax earnings of the Windfield joint venture, whereas the prior definition included Albemarle’s 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 9, 2024 amendment to the 2022 Credit Agreement, which is a material agreement for the Company and aligns the information presented to various stakeholders. 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. EBITDA is defined as earnings before interest and financing expenses, income tax expense, and depreciation and amortization. The Company’s updated definition of adjusted EBITDA is EBITDA beforeexpenses, the proportionate share of Windfield income tax expense, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, gains or losses on the fair value of public equity securities, restructuring charges,charges and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, goodwill and long-lived asset impairment charges, non-operating pension and OPEB items and other significant non-recurring items. WeThis havecalculation reportedis consistent with the definition of adjusted EBITDA becauseused managementin believesthe itleverage providesfinancial additionalcovenant usefulcalculation measurements to reviewin the Company’s operations,credit providesagreement, transparencywhich tois investorsa andmaterial enablesagreement period-to-periodfor comparabilitythe of financial performance.Company. Total adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, the generally accepted accounting principles in the United States (“U.S. GAAP”). Total adjusted EBITDA should not be considered as an alternative to Net (loss) income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP. The below segment information also includes a discussion of our segment net sales and adjusted EBITDA for the year ended December 31, 2023 compared to the year ended December 31, 2022 to conform to the current year presentation.

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

(ed)See Note 17, “Restructuring Charges and Asset Write-offs,” for further details.

(g)Loss of $33.7 million recorded in Other income, net for the year ended December 31, 2024 included losses of $37.0 million and $33.7 million resulting from the net change in fair valuesale of investments in public equity securities and thea salegain (loss) of investments$11.1 million and ($37.0) million recorded in publicOther equityincome, securities,net respectively. Forfor the years ended December 31, 20232025 and 2022, a (loss) gain of ($44.7) million and $4.3 million,2024, respectively, were recorded in Other income, net resulting from the change in fair value of investments in public equity securities.

(ih)Included amounts for the year ended December 31, 20242025 recorded in:

Our net sales for the second quarter of 2026 were $1.4$1.7 billion, an increase of 33%31% year-over-year that was primarily driven by a 25%42% year-over-year increase in pricing and 7% volume growth.pricing. Adjusted EBITDA improved 148%155% year-over-year, driven by strong results in both Energy Storage and Specialties. Both net sales and adjusted EBITDA increased despite the sale of the Refining Solutions business, which provided $215.3 million and $32.9 million, respectively, in the second quarter of 2025. Cash flows from operations during the first six months of 2026 were $1.1 billion, an increase of 96% year-over-year, driven by results in both Energy Storage and Specialties.Specialties Cashand flowssuccessful from operations during the first three monthsexecution of 2026cost werereduction $346.2 million.efforts.

The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, we believe that global demand for lithium battery and energy storage, particularly for electric vehicles (“EV”) and energy storage systems (“ESS”), will continue to grow, providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity. This demand for lithium is supported by a favorable backdrop of steadily declining lithium-ion battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by cathode and battery producers and automotive OEMs and favorable global public policy toward e-mobility/renewable energy usage. In addition, we expect strong demand in the ESS market driven by competitive economics and desire for energy reliability. ESS technology supports peak-demand, regulates grid frequency and voltage, and provides back-up power as global data center growth and other factors drive increased electricity demand globally. Our outlook is also partly bolstered by long-term supply agreements with key strategic customers, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term track record of reliability of supply and operating execution. Over the last three years, lithium index pricing dropped significantly from its previous peak. Amidst these dynamics, and despite ongoing price volatility, we believe our long-term business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio through pricing and product development, managing costs and delivering value to our customers and shareholders.

As part of continual efforts to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities andactivities, reducing planned capital expenditures.expenditures and repurchasing debt. Although lithium index pricing has begun to rebound from low levels, it remains critical that we ensure an efficient operating model so we can compete and invest at every point of the cycle. To ensure we remain competitive, we will continue considering on an ongoing basis additional measures to support operating efficiencies, financial flexibility and growth.

The Company continues to monitor the current situation in the Middle East, where our business operations have generally continued as normal with some shipping and raw material delays. However, we may experience increased shipping and fuel costs amid rising prices that could negatively impact our results. We will continue to make efforts to protect both the business and the safety of our employees. In addition, at this time, we do not expect a material, direct impact to our financial statements from the tariffs proposed or imposed by the U.S. and internationally 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 applicable tariffs in their currently proposed form. While there may be an impact to the Specialties business, we do not expect it to be material due to our global footprint and planned mitigation actions.

Energy Storage: Energy Storage net sales and profitability are strongly dependent on lithium market prices, which are volatile. If the average lithium pricing for 2026 is in line with current prices, we expect Energy Storage net sales and profitability to increase year-over-year. Because many of our contracts are index-referenced and variable-priced, our business is generally aligned with changes in market and index pricing. As a result, increases or decreases in lithium market pricing could have a material impact on our results. We expect sales volume to be relatively flat to slightly down compared to prior year as a result of similara fire at our Talison joint venture’s third chemical grade plant in Greenbushes (“CGP3”), offset by strong integrated production, strongstronger than expected spodumene sales from our Wodgina joint venture and maintainingour ability to operate with lower inventory levels. Remediation from the impact of the CGP3 fire, with ramp up to normal production levels, is expected to be completed in the second half of 2026. Global EV and ESS sales are expected to increase over the prior year, driving sustained demand for lithium batteries. We are also focused on continued cost reduction efforts to drive additional profitability in 2026.

As part of the above-mentioned actions to optimize our cost structure and strengthen our financial flexibility, over the past two years we stopped construction of the Kemerton Trains 3 and 4, and puthave put, or are in the process of putting, Kemerton Trains 1 and 2 and the Chengdu, China conversion facilities into care and maintenance. Production from the sites placed into care and maintenance has been transferred to other processing facilities.

Specialties: We expect both net sales and profitability for 2026 to be inslightly line withabove 2025 results due to an improved outlook of bromine pricing and modest volume growth. We expect continued strong demand in certain end-markets, such as semiconductors and pharmaceuticals, partially offset by reduced customer demand in other markets, including automotive, building and construction, and oil and gas.

The following is a discussion and analysis of our results of operations for the three-month and six-month periods ended MarchJune 31,30, 2026 and 2025. A discussion of our consolidated financial condition and sources of additional capital is included under a separate heading, “Financial Condition and Liquidity.” Certain percentage changes are considered not meaningful (“NM”).

FirstSecond Quarter 2026 Compared to FirstSecond Quarter 2025

Other Income,Income (Expenses), Net

Income Tax Expense (Benefit)

(ac)Includes a gain on early extinguishment of debt of $12.6 million for the three months ended March 31, 2026. See Note 6,10, “Long-TermRestructuring Debt,Charges and Asset Write-offs,” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.

(c)Loss on sale of controlling ownership interest in Refining Solutions business included in Loss on sale of business on the consolidated statementstatements of income. Partially offset by gain on sale of Eurecat S.A. joint venture recorded in Other income,income (expenses), net. See Note 2, “Divestitures,” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.

(f)Represents the net change in fair value of investments in public equity securities for the three-month periods ended March 31, 2026 and 2025,securities, recorded in Other income,income (expenses), net.

(g)Included amounts for the threesix months ended MarchJune 31,30, 2026 recorded in:

•SG&A - Primarily comprised of $19.0 million of expenses, mainly consulting fees, related to the Company's strategic cost savings initiative and a $3.9 million charge for a non-income tax audit of a facility no longer controlled by the Company.

Included amounts for the threesix months ended MarchJune 31,30, 2025 recorded in:

•SG&A - $3.2$11.4 million of gains from the sale of assets at a site not part of our production operations, partially offset by $1.8 million of severance expenses not related to a restructuring plan and $0.6 million of expenses related to certain historical legal matters.

•Other income,income (expenses), net - $9.8$38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary and $1.9 million of charges for asset retirement obligations at a site not part of our operations, partially offset by $19.8 million of income from PIK dividends of the preferred equity in a Grace subsidiary prior to redemption and a $1.9 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses, partially offset by $1.9 million of charges for asset retirement obligations at a site not part of our operations.businesses.

During the first threesix months of 2026, cash on hand, cash provided by operations and net cash proceeds from the sale of our Refining Solutions business and ownership interest in the Eurecat joint venture funded debt redemption and early tender debt payments of approximately $1.3 billion, $98.7$170.4 million of capital expenditures for plant, machinery and equipment, dividends to common shareholders of $47.7$95.4 million and dividends to mandatory convertible preferred shareholders of $41.7$83.4 million. Our operations provided $346.2$1.1 millionbillion of cash flows during the first threesix months of 2026, as compared to $547.2$538.2 million for the first threesix months of 2025. The decreaseincrease compared to prior year was primarily due to higher earnings from both the Energy Storage segment, driven by increased lithium prices, and the Specialties segment, as well as higher dividends from unconsolidated investments. Cash from operations increased year-over-year despite the receipt of an Energy Storage customer prepayment of $350 million during the first quarter of 2025.2025 In addition, in the first three months of 2026, we had aand higher outflowoutflows from working capital changes and we received lower dividends from unconsolidated investments, partially offset by increased earnings from the Energy Storage segment, driven by increased lithium market pricing, and Specialties.changes. Net cash outflows from working capital changes in 2026 were primarily driven by increased inventory balancesbalances, driven by the increase in lithium prices, and lower accrued expenses.expenses, partially offset the impact of higher accounts payable. Overall, our cash and cash equivalents decreasedincreased by $528.2$13.7 million tofrom $1.1 billion at MarchDecember 31, 20262025 fromto $1.6 billion at DecemberJune 31,30, 2025.2026.

Capital expenditures for the three-monthsix-month period ended MarchJune 31,30, 2026 of $98.7$170.4 million were primarily associated with plant, machinery and equipment in our Energy Storage segment. This reflects our projected new level of spending to unlock cash flow over the near term and generate long-term financial flexibility and is driven by reduced growth and sustaining capital spend, while continuing safety and critical maintenance expenditures.

On October 25, 2025, we signed a definitive agreement to divest the controlling ownership interest of our Refining Solutions business to ChemCat AcquisitionCo, LLC and contribute the remaining ownership interest to ChemCat Holdings, LP, a newly formed limited partnership (“Holdco”), with the sale closing on March 2, 2026. The Refining Solutions business divested and contributed is defined as our Ketjen reportable segment, excluding its PCS business and our 50% ownership interest in Eurecat S.A. Following the completion of the transactions in the definitive agreement (collectively, the “Refining Solutions Business Transaction”), the Company received $525.2 million in cash, net of cash sold, initially ownsowned 49% of the common units of Holdco and retainsretained 100% ownership of the PCS business. As a result of the Refining Solutions Business Transaction, the Company recorded a loss of $95.0 million before income taxes in the first quartersix months of 2026.

In a separate transaction, on January 23, 2026, we completed the sale of our 50% ownership interest in Eurecat S.A. for €105 million (approximately $123 million using foreign exchange rates on the closing date) in cash to Axens SA and recorded a gain of $42.3 million in Other income,income (expenses), net on the consolidated statements of income in the first quartersix months of 2026.

In the first quarter of 2026, using proceeds from the sale of our Refining Solutions business and cash on hand, we redeemed the 4.65% Senior notes in full, and repurchased $62.4 million of the 3.45% Senior notes, $184.3 million of the 5.05% Senior notes, $149.0 million of the 5.45% Senior notes, and $254.3 million of the 5.65% Senior notes. As a result, included in Interest and financing expenses for the three-monthsix-month period ended MarchJune 31,30, 2026 is a gain on early extinguishment of debt of $12.6$12.5 million, representing the repurchase of these notes at a discount, partially offset by tender premiums and redemption fees.

Net current assets were $1.7$2.1 billion and $2.2 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively. TheNet decreasecurrent isassets primarilyremained relatively flat due to the impact of lithium prices on cash and working capital balances offsetting the decrease in cash balance from the early tender debt payments of approximately $1.3 billion in the first quarter of 2026 using proceeds from the divestiture of the Refining Solutions business and ownership interest in the Eurecat joint venture. Additional changes in the components of net current assets are primarily due to the timing of the sale of goods and other ordinary transactions leading up to the balance sheet dates. The additional changes are not the result of any policy changes by the Company, and do not reflect any change in either the quality of our net current assets or our expectation of success in converting net working capital to cash in the ordinary course of business.

On FebruaryMay 26,5, 2026, our board of directors declared a cash dividend of $0.405 per share, which was paid on AprilJuly 1, 2026 to shareholders of record at the close of business as of MarchJune 13,12, 2026. On MarchJune 1, 2026, we paid a cash dividend of $18.125 per share of Mandatory Convertible Preferred Stock to the holders of record at the close of business on FebruaryMay 15, 2026.

For a description of our outstanding senior notes and our senior credit agreement (the “2022 Credit Agreement,Agreement”), including the material terms thereof, refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to the terms of our outstanding debt instruments since December 31, 2025, other than as described herein and in Note 6, “Long-Term Debt,” to the condensed consolidated financial statements included in this Form 10-Q.

On March 19, 2026, we amended the 2022 Credit Agreement, which provides for borrowings of up to $1.5 billion and matures on October 28, 2028. As of MarchJune 31,30, 2026, the applicable margin under the 2022 Credit Agreement was 1.20%, and there were no outstanding borrowings. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding our debt covenants. At MarchJune 31,30, 2026, we were in compliance with all existing debt covenants and provisions related to potential defaults.

We have entered into agreements relating to a commercial paper program under which we may issue unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time. The maximum aggregate face amount of Commercial Paper Notes outstanding at any time is $1.5 billion, with none outstanding as of MarchJune 31,30, 2026.