Albemarle Corp 10-Q for FY2026 Q3
Albemarle Corp (ALB)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Albemarle Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.55B
- up 18.8% from $1.31B a year earlier
- Net income
- $296.76M
- compared with a net loss of $160.69M a year earlier
- Diluted EPS
- $2.15
- compared with -$1.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For Quarterly Period Ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-12658
_________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code - (980) 299-5700
_________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock, $.01 par value, outstanding as of October 28, 2026: 118,009,849
ALBEMARLE CORPORATION
INDEX – FORM 10-Q
| Page Number(s) | ||||||||
| EXHIBITS | ||||||||
3
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements (Unaudited). | ||||
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold(a) | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Goodwill impairment charges | |||||||||||||||||||||||
| Restructuring charges and asset write-offs | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Loss on sale of business | |||||||||||||||||||||||
| Operating profit (loss) | ( | ( | |||||||||||||||||||||
| Interest and financing expenses | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income (loss) before income taxes and equity in net income of unconsolidated investments | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||||||||
| Income (loss) before equity in net income of unconsolidated investments | ( | ( | |||||||||||||||||||||
| Equity in net income of unconsolidated investments (net of tax) | |||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | ( | ( | |||||||||||||||||||||
| Mandatory convertible preferred stock dividends | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation common shareholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Basic earnings (loss) per share attributable to common shareholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted earnings (loss) per share attributable to common shareholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted-average common shares outstanding – basic | |||||||||||||||||||||||
| Weighted-average common shares outstanding – diluted | |||||||||||||||||||||||
(a)Included purchases from related unconsolidated affiliates of $458.5 million and $146.9 million for the three-month periods ended September 30, 2026 and 2025, respectively, and $909.2 million and $425.3 million for the nine-month periods ended September 30, 2026 and 2025, respectively.
See accompanying Notes to the Condensed Consolidated Financial Statements.
4
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation and other | ( | ||||||||||||||||||||||
| Net investment hedge | |||||||||||||||||||||||
| Cash flow hedge | ( | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to Albemarle Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
5
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(Unaudited)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, less allowance for credit losses (2026 – $ | |||||||||||
| Other accounts receivable | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, at cost | |||||||||||
| Less accumulated depreciation and amortization | |||||||||||
| Net property, plant and equipment | |||||||||||
| Investments | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net of amortization | |||||||||||
| Noncurrent assets held for sale | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities And Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable to third parties | $ | $ | |||||||||
| Accounts payable to related parties | |||||||||||
| Accrued expenses | |||||||||||
| Current portion of long-term debt | |||||||||||
| Dividends payable | |||||||||||
| Income taxes payable | |||||||||||
| Current liabilities held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Postretirement benefits | |||||||||||
| Pension benefits | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Noncurrent liabilities held for sale | |||||||||||
Commitments and contingencies (Note 8) | |||||||||||
| Equity: | |||||||||||
| Albemarle Corporation shareholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
Mandatory convertible preferred stock, Series A, no par value, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Albemarle Corporation shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
6
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands, Except Per Share Amounts)
(Unaudited)
| (In Thousands, Except Share Data) | Mandatory Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Albemarle Shareholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amounts | Shares | Amounts | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared, $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred stock cumulative dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding taxes paid on stock-based compensation award distributions | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared, $ | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred stock cumulative dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interest of noncontrolling interest | — | — | 1,780 | 1,780 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding taxes paid on stock-based compensation award distributions | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
7
| (In Thousands, Except Share Data) | Mandatory Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Albemarle Shareholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amounts | Shares | Amounts | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared, $ | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred stock cumulative dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interest of noncontrolling interest | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding taxes paid on stock-based compensation award distributions | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared, $ | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred stock cumulative dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interest of noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding taxes paid on stock-based compensation award distributions | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
8
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash and cash equivalents at beginning of year | $ | $ | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | ( | ||||||||||
| Adjustments to reconcile net income (loss) to cash flows from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash goodwill impairment charges | |||||||||||
| Loss on sale of business | |||||||||||
| Gain on sale of equity investment | ( | ||||||||||
| Stock-based compensation and other | |||||||||||
| Equity in net income of unconsolidated investments (net of tax) | ( | ( | |||||||||
| Dividends received from unconsolidated investments and nonmarketable securities | |||||||||||
| Pension and postretirement expense | |||||||||||
| Pension and postretirement contributions | ( | ( | |||||||||
| Unrealized loss (gain) on investments in marketable securities | ( | ||||||||||
| Gain on early extinguishment of debt | ( | ||||||||||
| Deferred income taxes | ( | ||||||||||
| Working capital changes | ( | ||||||||||
| Noncurrent liability changes and other, net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of businesses, net of cash sold | |||||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Proceeds from sale of investments | |||||||||||
| Proceeds from sale of available for sale debt securities | |||||||||||
| (Payments) proceeds from settlement of foreign currency forward contracts, net | ( | ||||||||||
| Sales of marketable securities, net | |||||||||||
| Investments in equity investments and nonmarketable securities | ( | ( | |||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of long-term debt and credit agreements | ( | ( | |||||||||
| Proceeds from borrowings of long-term debt and credit agreements | |||||||||||
| Other debt repayments, net | ( | ( | |||||||||
| Fees related to early extinguishment of debt | ( | ||||||||||
| Dividends paid to common shareholders | ( | ( | |||||||||
| Dividends paid to mandatory convertible preferred shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Withholding taxes paid on stock-based compensation award distributions | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net effect of foreign exchange on cash and cash equivalents | ( | ||||||||||
| Increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
9
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1—Basis of Presentation:
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Albemarle Corporation and our wholly-owned, majority-owned and controlled subsidiaries (collectively, “Albemarle,” “we,” “us,” “our” or the “Company”) contain all adjustments necessary for a fair statement, in all material respects, of our consolidated balance sheets as of September 30, 2026 and December 31, 2025, our consolidated statements of income (loss), consolidated statements of comprehensive income (loss) and consolidated statements of changes in equity for the three-month and nine-month periods ended September 30, 2026 and 2025 and our condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2026 and 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2026. The December 31, 2025 consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three-month and nine-month periods ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to the accompanying condensed consolidated financial statements and the notes thereto to conform to the current presentation.
NOTE 2—Divestitures:
On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of its 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 that was divested and contributed is defined as the Company’s Ketjen reportable segment, excluding its performance catalysts solutions (“PCS”) business and the Company’s 50 % ownership interest in Eurecat S.A. (which the Company divested in a separate transaction as described below). 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, owned 49 % of the common units of Holdco and retained 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 2026.
The Company’s ownership interest in Holdco, initially representing a 49 % interest following completion of the Refining Solutions Business Transaction, consists of common units that are junior to the preferred equity in Holdco held by the other ownership group. The preferred equity accrues dividends, regardless of whether or not declared, for the first five years after the closing of the Refining Solutions Business Transaction, and is convertible into common equity of Holdco at the option of the holder.
In a separate transaction, on January 23, 2026, the Company completed the sale of its 50 % ownership interest in Eurecat S.A., a joint venture included in the Refining Solutions reporting unit, for €105 million (approximately $123 million using foreign exchange rates on the closing date) in cash, to Axens SA and recorded a gain before income taxes of $42.3 million in Other income, net on the consolidated statements of income (loss) during the nine-month period ended September 30, 2026.
In connection with the Company’s entry into the definitive agreement related to the Refining Solutions Business Transaction, on October 25, 2025, the Company concluded the Refining Solutions business met the criteria to be classified as held for sale in the Company’s consolidated financial statements. As such, the assets and liabilities of the Refining Solutions business were included in the current or noncurrent assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheet at December 31, 2025. The Eurecat S.A. transaction was separate from the Refining Solutions Business Transaction, and its investment was not classified as held for sale. Upon classification as held for sale, the Refining Solutions business was measured at the lower of its carrying amount or its fair value less costs to sell.
10
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The carrying amounts of the major classes of assets and liabilities that were classified as held for sale at December 31, 2025 were as follows (in thousands):
| December 31, 2025 | |||||
| Assets | |||||
| Trade accounts receivable | $ | ||||
| Inventories | |||||
| Other current assets | |||||
| Current assets held for sale | |||||
| Property, plant and equipment, at cost | |||||
| Less accumulated depreciation and amortization | |||||
| Net property, plant and equipment | |||||
Investments(a) | |||||
| Other intangibles, net of amortization and other noncurrent assets | |||||
| Noncurrent assets held for sale | |||||
| Total assets held for sale | $ | ||||
| Liabilities | |||||
| Accounts payable to third parties | $ | ||||
| Accrued expenses and other current liabilities | |||||
| Current liabilities held for sale | |||||
| Deferred income taxes | |||||
| Other noncurrent liabilities | |||||
| Noncurrent liabilities held for sale | |||||
| Total liabilities held for sale | $ | ||||
(a) Does not include the Company’s Eurecat investment of $81.9 million, which was not part of the Refining Solutions business transaction or classified as held for sale.
Neither the Refining Solutions business nor the investment in Eurecat S.A. qualified for discontinued operations treatment at December 31, 2025 because the Company’s management did not consider these sales as representing a strategic shift that had or will have a major effect on the Company’s operations and financial results.
NOTE 3—Inventories:
The following table provides a breakdown of inventories at September 30, 2026 and December 31, 2025 (in thousands):
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
Raw materials and work in process(a) | |||||||||||
| Stores, supplies and other | |||||||||||
| Total | $ | $ | |||||||||
(a)Includes $300.6 million and $297.9 million at September 30, 2026 and December 31, 2025, respectively, of work in process in our Energy Storage segment.
The Company purchases certain of its inventory from its equity method investments (primarily the Windfield Holdings Pty. Ltd. (“Windfield”) joint venture) and eliminates the balance of intra-entity profits on purchases of such inventory that remains unsold at the balance sheet date in Inventories, specifically finished goods, and equally reduces Equity in net income of unconsolidated investments (net of tax) on the consolidated statements of income (loss). The balance of intra-entity profits on inventory purchased from equity method investments in Inventories totaled $140.7 million and $37.2 million at September 30, 2026 and December 31, 2025, respectively. The intra-entity profit is recognized in Equity in net income of unconsolidated
11
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
investments (net of tax) in the period that converted inventory is sold to a third-party customer. In the same period, the intra-entity profit is also recognized as higher Cost of goods sold on the consolidated statements of income (loss).
NOTE 4—Investments:
Unconsolidated Joint Ventures
Following the completion of the Refining Solutions Business Transaction discussed in Note 2, “Divestitures,” the Company retained an initial 49 % ownership interest in the Ketjen joint venture. The Company’s valuation of its investment in this Ketjen joint venture was measured using the Black-Scholes option-pricing model using key assumptions such as equity volatility, a risk-free rate and certain terms of the joint venture agreement. This nonrecurring fair value measurement is classified as Level 3 within the fair value hierarchy due to the unobservable inputs used. The Company’s investment in this unconsolidated joint venture is reported within Investments on the consolidated balance sheet, and its equity in net income of unconsolidated investments (net of tax) is included within Other joint ventures in the below table. In addition, the Company divested all of its direct ownership interests in Nippon Ketjen Company Limited and Fábrica Carioca de Catalisadores S.A., joint ventures included in the Refining Solutions Business Transaction. The investment balances for these unconsolidated investments were reported within Noncurrent assets held for sale at December 31, 2025.
In a separate transaction, on January 23, 2026, the Company divested its 50 % ownership interest in the Eurecat S.A joint venture and recorded a gain of $42.3 million in Other income, net on the consolidated statements of income (loss) during the nine-month period ended September 30, 2026.
The following table details the Company’s equity in net income of unconsolidated investments (net of tax) for the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Windfield | $ | $ | $ | $ | |||||||||||||||||||
| Other joint ventures | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The Company holds a 49 % equity interest in Windfield, where the ownership parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Windfield to be a variable interest entity (“VIE”), however this investment is not consolidated as the Company is not the primary beneficiary. The carrying amount of the Company’s 49 % equity interest in Windfield, which is the Company’s most significant VIE, was $970.6 million and $735.3 million at September 30, 2026 and December 31, 2025, respectively. The Company’s unconsolidated VIEs are reported in Investments on the consolidated balance sheets. The Company does not guarantee debt for, or have other financial support obligations to, these entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the investments.
The following table summarizes the unaudited results of operations for the Windfield joint venture, which met the significant subsidiary test for subsidiaries not consolidated or 50% or less owned persons under Rule 10-01 of Regulation S-X, for the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
12
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Public Equity Securities
Included in the Company’s investments balance are holdings in equity securities of public companies. The fair value is measured using publicly available share prices of the investments, with any changes reported in Other income, net in our consolidated statements of income (loss). During the three-month and nine-month periods ended September 30, 2026, the Company recorded unrealized mark-to-market losses of $7.9 million and $6.8 million, respectively, in Other income, net for all public equity securities held at the end of the balance sheet date. During the three-month and nine-month periods ended September 30, 2025, the Company recorded unrealized mark-to-market gains of $7.9 million and $3.1 million, respectively, in Other income, net for all public equity securities held at the end of the balance sheet date.
Other
As part of the proceeds from the sale of the fine chemistry services (“FCS”) business on June 1, 2021, W.R. Grace & Co. (“Grace”) issued Albemarle preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity began accruing payment-in-kind (“PIK”) dividends at an annual rate of 12 % on June 1, 2023. In June 2025, the Company agreed to a redemption of the preferred equity 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. As a result, the Company recorded a loss of $38.0 million within Other income, net for the nine-month period ended September 30, 2025, representing the difference between the cash received and the recorded fair value of $326.0 million prior to redemption.
NOTE 5—Goodwill and Other Intangibles:
The following table summarizes the changes in goodwill by reportable segment for the nine-month period ended September 30, 2026 (in thousands):
| Energy Storage | Specialties | Total | |||||||||||||||||||||||||||
Balance at December 31, 2025(a) | $ | $ | $ | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||
Balance at September 30, 2026(a) | $ | $ | $ | ||||||||||||||||||||||||||
(a) Balance as of September 30, 2026 and December 31, 2025 included an accumulated impairment loss of $6.8 million from the PCS reporting unit that is now reported within Corporate and All Other. Goodwill reported in Energy Storage and Specialties as of September 30, 2026 and December 31, 2025 relates entirely to the Energy Storage and Specialties reporting units, respectively.
In connection with the Refining Solutions Business Transaction (see Note 2, "Divestitures," for further details), the Company performed an interim goodwill impairment test as of September 30, 2025, and concluded that the carrying value of the Refining Solutions reporting unit exceeded its fair value as of September 30, 2025. As a result, the Company recorded a $181.1 million non-cash goodwill impairment charge, representing the full value of goodwill associated with the Refining Solutions reporting unit within the Ketjen segment.
13
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the changes in other intangibles and related accumulated amortization for the nine-month period ended September 30, 2026 (in thousands):
| Customer Lists and Relationships | Patents and Technology | Other(a) | Total | ||||||||||||||||||||||||||
| Gross Asset Value | |||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | |||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Accumulated Amortization | |||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | |||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Net Book Value at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
Net Book Value at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
(a) Following the completion of the sale of our Refining Solutions business, the remaining Trade Names and Trademarks balance was moved to Other. The Net Book Value of Trade Names and Trademarks includes only indefinite-lived intangible assets.
NOTE 6—Long-Term Debt:
Long-term debt at September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| $ | $ | ||||||||||
| Interest-free loan | |||||||||||
| Variable-rate foreign bank loans | |||||||||||
| Finance lease obligations | |||||||||||
| Other | |||||||||||
| Unamortized discount and debt issuance costs | ( | ( | |||||||||
| Total long-term debt | |||||||||||
| Less amounts due within one year | |||||||||||
| Long-term debt, less current portion | $ | $ | |||||||||
During the nine-month period ended September 30, 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 nine-month period ended September 30, 2026 is a gain on early extinguishment of debt of $12.5 million, representing the repurchase of these notes at a discount, partially offset by tender premiums and redemption fees.
On October 29, 2026, the Company entered into a new revolving, unsecured credit agreement (the “2026 Credit Agreement”), which provides for borrowings of up to $1.5 billion and matures on October 29, 2031. Borrowings under the
14
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
2026 Credit Agreement bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin which ranges from 0.910 % to 1.375 %, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC, Moody’s Investors Services, Inc. and Fitch Ratings, Inc. With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin.
Accounts Receivable Purchase Agreements
We are party to master receivables purchase agreements, under which we may sell available and eligible outstanding customer accounts receivable generated by sales to certain customers of up to approximately $250 million at any one time. The agreements are uncommitted and can be terminated by us or the purchaser upon notice in accordance with the terms of the agreements. Transactions under these agreements are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheets as of the effective time of the sales transaction. During the three-month and nine-month periods ended September 30, 2026, the Company sold and removed approximately $209.6 million and $726.8 million, respectively, of accounts receivable under the master receivables purchase agreements. The Company incurred approximately $1.3 million and $4.8 million, respectively, of fees associated with the master receivables purchase agreements during the three-month and nine-month periods ended September 30, 2026. Costs associated with the sales of receivables are reflected in the consolidated statements of income (loss) for the periods in which the sales occur.
NOTE 7—Deferred Revenue:
In the normal course of business, amounts received from customers in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue, and are recognized within Net sales as the Company satisfies the related performance obligation.
Deferred revenue at September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Current deferred revenue(a) | $ | $ | |||||||||
Noncurrent deferred revenue(b) | |||||||||||
| Total deferred revenue | $ | $ | |||||||||
(a) Reported in Accrued expenses on the consolidated balance sheets.
(b) Reported in Other noncurrent liabilities on the consolidated balance sheets.
During the year ended December 31, 2025, the Company received $350 million from a customer for the delivery of specified amounts of spodumene and lithium salts over the next 5 years. Deferred revenue of $21.9 million and $65.6 million was recognized in Net sales during the three-month and nine-month periods ended September 30, 2026, respectively. There was no
NOTE 8—Commitments and Contingencies:
Environmental
The following activity was recorded in environmental liabilities for the nine months ended September 30, 2026 (in thousands):
Beginning balance at December 31, 2025 | $ | ||||
| Expenditures | ( | ||||
| Accretion of discount | |||||
| Additions | |||||
| Foreign currency translation adjustments and other | ( | ||||
Ending balance at September 30, 2026 | |||||
| Less amounts reported in Accrued expenses | |||||
| Amounts reported in Other noncurrent liabilities | $ | ||||
15
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Environmental remediation liabilities included discounted liabilities of $17.2 million and $17.0 million at September 30, 2026 and December 31, 2025, respectively, discounted at rates with a weighted-average of 4.0 33.8 million and $34.2 million at September 30, 2026 and December 31, 2025, respectively.
The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of a site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations could represent an additional $38 million before income taxes, in excess of amounts already recorded.
We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period.
Litigation
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally expensed as incurred.
Indemnities
We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the financial condition of those parties that may have indemnification obligations to the Company is generally sound, in the event the Company seeks indemnity under any of these agreements or through other means, there can be no assurance that any party that may have obligations to indemnify us will adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities.
The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses of acquired businesses that were divested prior to the completion of the acquisition. In the opinion of management, and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows. The Company had approximately $17.5 million and $12.1 million at September 30, 2026 and December 31, 2025, respectively, recorded in Other noncurrent liabilities, primarily related to the indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities sold in 2016 and the Refining Solutions Business Transaction in March 2026.
Other
The Company has contracts with certain of its customers which serve as guarantees of product delivery and performance according to customer specifications that can cover both shipments on an individual basis, as well as blanket coverage of multiple shipments under certain customer supply contracts. The financial coverage provided by these guarantees is typically based on a percentage of net sales value. The Company is unable to estimate the maximum amount of the potential future liability under performance guarantees. However, the Company accrues for any potential loss for which we believe a future payment is probable and a range of loss can be reasonably estimated. At September 30, 2026, the Company believes its liability under such obligations is immaterial.
16
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 9—Equity:
Common Stock
On July 21, 2026, the Company’s board of directors declared a cash dividend of $0.41 per share, an increase from the prior regular quarterly dividend. This dividend was paid on October 1, 2026 to shareholders of record at the close of business as of September 11, 2026. On October 26, 2026, the Company’s board of directors declared a cash dividend of $0.41 per share. This dividend is payable on January 4, 2027 to shareholders of record at the close of business as of December 18, 2026.
Mandatory Convertible Preferred Stock
On March 8, 2024, the Company issued 46,000,000 depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The 2,300,000 shares of Mandatory Convertible Preferred Stock issued had a $1,000 per share liquidation preference.
The Company pays a quarterly cash dividend of $18.125 per share of Mandatory Convertible Preferred Stock. Dividends that are declared on the Mandatory Convertible Preferred Stock are payable quarterly to the holders of record on February 15, May 15, August 15 and November 15 of each year, and are expected to be paid on March 1, June 1, September 1 and December 1 of each year ending on, and including, March 1, 2027.
Unless converted earlier in accordance with its terms, each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be March 1, 2027, into between 7.618 shares and 9.140 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Mandatory Convertible Preferred Stock. The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 1, 2027.
There were 2,299,769
17
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Accumulated Other Comprehensive Loss
The components and activity in Accumulated other comprehensive loss (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands):
Foreign Currency Translation and Other(a) | Net Investment Hedge(b) | Cash Flow Hedge(c) | Total | ||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | — | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests | — | ||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | — | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | — | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | — | ( | |||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests | — | ||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | — | $ | $ | ( | ||||||||||||||||||||||||||||||||||
(a)Amount reclassified from accumulated other comprehensive loss for the nine-month period ended September 30, 2026 is primarily included in Loss on sale of business on the consolidated statement of income (loss), and resulted from the release of cumulative foreign currency translation adjustments into earnings upon the sale of the Refining Solutions business on March 2, 2026. See Note 2, “Divestitures,” for additional information.
(b)See Note 15, “Fair Value of Financial Instruments,” for details of the Company’s net investment hedge.
(c)We previously entered into a foreign currency forward contract, which was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. During 2024, the Company dedesignated the remaining foreign currency forward contracts
18
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
accounted for as cash flow hedges. The balance of the settled hedged foreign currency forward contracts will be reclassified to earnings over the life of the related assets.
The amount of income tax benefit (expense) allocated to each component of Other comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2026 and 2025 is provided in the following tables (in thousands):
| Foreign Currency Translation and Other | Net Investment Hedge | Cash Flow Hedge | Total | ||||||||||||||||||||||||||||||||
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss, before tax | $ | ( | $ | — | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Income tax benefit | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | $ | ( | $ | — | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), before tax | $ | $ | — | $ | ( | $ | |||||||||||||||||||||||||||||
| Income tax benefit | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | $ | — | $ | ( | $ | |||||||||||||||||||||||||||||
NOTE 10—Restructuring Charges and Asset Write-offs:
Kemerton Train 1 Restructuring
In February 2026, in connection with the Company’s ongoing review of its cost and operating structure, the Company put the Kemerton Train 1 in Western Australia into care and maintenance. Since February 2026, the Company has recorded charges in Restructuring charges and asset write-offs of $39.8 million, consisting of decommissioning costs, asset disposal costs, contract cancellation costs, severance and other associated charges resulting from placing Kemerton Train 1 into care and maintenance (the “Kemerton Train 1 Restructuring”). All charges related to the Kemerton Train 1 Restructuring were recorded in the Energy Storage segment.
In connection with the Kemerton Train 1 Restructuring, the Company expects to record additional charges in the range of $60 million to $80 million, primarily related to decommissioning costs during the remainder of 2026 and 2027, when the actions are expected to be completed.
Second Half 2024 Restructuring
In July 2024, the Company announced a comprehensive review of its cost and operating structure to proactively respond to ongoing industry headwinds, particularly in the lithium value chain, and to maintain a competitive position (the “Second Half 2024 Restructuring”). As part of this review, the Company made the decision to stop construction of Kemerton Train 3 in Western Australia, and put Kemerton Train 2 into care and maintenance, as the Company determined the current lithium price environment makes it less economical to expand conversion in Australia. Additionally, as part of this restructuring plan, the Company placed the Chengdu, China conversion plant into care and maintenance during the first half of 2025. Production from the Chengdu site has been transferred to another processing facility in China.
The Company’s actions regarding Kemerton were part of a broader effort focused on preserving its world-class resource advantages, optimizing its global conversion network, improving the Company’s cost competitiveness and efficiency by lowering operating costs, reducing capital intensity and enhancing the Company’s financial flexibility. As part of this overall
19
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
effort, the Company also implemented a global workforce reduction that impacted 6 -7 % of total headcount during the second half of 2024.
Since July 2024, the Company has recorded charges for this plan consisting of decommissioning costs of $13.2 million, asset write-offs of $726.0 million, severance and employee benefits of $53.4 million, contract cancellation costs of $38.4 million and other (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $29.3 million. Charges related to Second Half 2024 Restructuring were primarily recorded in the Energy Storage segment, with the exception of severance and employee benefits, which were recorded globally in Corporate and all segments. The Company finalized placing Kemerton Train 2 into care and maintenance during the first half of 2026.
Detail of Restructuring Charges and Liabilities
The following table provides details of our restructuring related charges recorded to Restructuring charges and asset write-offs on the consolidated statements of income (loss) (with the exception of dedesignated cash flow hedge charges recorded in Other income, net) for the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
Decommissioning Costs(a) | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs(b) | Other(c) | Total | ||||||||||||||||||||||||||||||
| Kemerton Train 1 Restructuring | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
Decommissioning Costs(a) | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs(b) | Other(c) | Total | ||||||||||||||||||||||||||||||
Second Half 2024 Restructuring(d) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
Decommissioning Costs(a) | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs(b) | Other(c) | Total | ||||||||||||||||||||||||||||||
| Kemerton Train 1 Restructuring | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Second Half 2024 Restructuring(d) | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
Decommissioning Costs(a) | Asset Write-offs(e) | Severance and Employee Benefits | Contract Cancellation Costs(b) | Other(c) | Total | ||||||||||||||||||||||||||||||
Second Half 2024 Restructuring(d) | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(a) Decommissioning costs to put Kemerton Trains 1 and 2 and the Chengdu, China conversion plant into care and maintenance.
(b) Includes cancellation fees for contractors and required payments under take or pay contracts.
(c) Other costs recorded as part of the Kemerton Train 1 Restructuring plan were primarily related to the disposal of assets. Other costs recorded during the nine-month period ended September 30, 2025 with respect to the Second Half 2024 Restructuring include a loss of $0.1 million, respectively, recorded in Other income, net.
(d) Severance and employee benefits related to all segments, as well as Corporate and all other. All other restructuring costs were primarily recorded in the Energy Storage segment.
(e) In 2025, the Company received proceeds for certain Kemerton equipment and updated its estimates concerning the progress of construction activities and related contractual obligations, resulting in a net favorable adjustment of asset write-offs.
20
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables summarize the changes in restructuring liabilities for the nine-month period ended September 30, 2026 (in thousands):
| Kemerton Train 1 Restructuring | Decommissioning Costs | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs | Other | Total | |||||||||||||||||||||||||||||
Beginning balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Change in estimate(a) | ( | ( | |||||||||||||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Asset write-off | ( | ( | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
Ending balance at September 30, 2026(b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Second Half 2024 Restructuring | Decommissioning Costs | Asset Write-offs | Severance and Employee Benefits | Contract Cancellation Costs | Other | Total | |||||||||||||||||||||||||||||
Beginning balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | ( | ||||||||||||||||||||||||||||||||
Ending balance at September 30, 2026(b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) In the second quarter of 2026, the Company updated its estimates concerning the progress of construction activities, resulting in a net favorable adjustment of asset write-offs.
(b) Approximately $18.7 million of the remaining balance is expected to be paid in the next twelve months and are recorded in Accrued expenses as of September 30, 2026. $4.0 million of the liability is recorded in Other noncurrent liabilities as of September 30, 2026 and relates to severance liabilities that are expected to be paid beyond the next twelve months.
NOTE 11—Pension Plans and Other Postretirement Benefits:
The components of pension and postretirement benefits cost (credit) for the three-month and nine-month periods ended September 30, 2026 and 2025 were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Pension Benefits Cost (Credit): | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service benefit | |||||||||||||||||||||||
| Total net pension benefits cost | $ | $ | $ | $ | |||||||||||||||||||
| Postretirement Benefits Cost: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Total net postretirement benefits cost | $ | $ | $ | $ | |||||||||||||||||||
| Total net pension and postretirement benefits cost | $ | $ | $ | $ | |||||||||||||||||||
21
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
All components of net benefit cost, other than service cost, are included in Other income, net on the consolidated statements of income (loss).
During the three-month and nine-month periods ended September 30, 2026, the Company made contributions of $4.2 million and $18.5 million, respectively, to its qualified and nonqualified plans and the U.S. postretirement benefit plan. During the three-month and nine-month periods ended and September 30, 2025, the Company made contributions of $5.9 million and $15.8 million, respectively, to its qualified and nonqualified plans and the U.S. postretirement benefit plan. We expect contributions to our domestic nonqualified and foreign qualified and nonqualified pension plans to be approximately $19.1 million in 2026.
NOTE 12—Income Taxes:
The effective income tax rate for the three-month and nine-month periods ended September 30, 2026 were 16.4% and 16.6 %, respectively, compared to 12.8% and 0.2 % for the three-month and nine-month periods ended September 30, 2025, respectively. The Company’s effective income tax rate fluctuates based on, among other factors, the amount and location of income. The change in effective tax rate in the three-month and nine-month periods ended September 30, 2026, compared to the three-month and nine-month periods ended September 30, 2025, was due to the impact of 2026 earnings in various jurisdictions, including the impact of valuation allowances. The difference between the U.S. federal statutory income tax rate of 21 % and the Company’s effective income tax rate for the three-month and nine-month periods ended September 30, 2026 was due to the net impact of the location in which income was earned, including the impact of valuation allowances in the Company’s consolidated U.S. entities, Australian entities and certain entities in China. The difference between the U.S. federal statutory income tax rate of 21 % and the Company’s effective income tax rate for the three-month and nine-month periods ended September 30, 2025 was due to the net impact of the location in which income was earned, including the impact of valuation allowances in our consolidated Australian entities and certain entities in China. The goodwill impairment charge recorded during the three-month and nine-month periods ended September 30, 2025 was primarily non-deductible and resulted in a minimal income tax benefit.
22
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 13—Earnings Per Share:
Basic and diluted earnings (loss) per share for the three-month and nine-month periods ended September 30, 2026 and 2025 are calculated as follows (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Mandatory convertible preferred stock dividends | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation common shareholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares for basic earnings (loss) per share | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Mandatory convertible preferred stock dividends | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation common shareholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares for basic earnings (loss) per share | |||||||||||||||||||||||
| Incremental shares under mandatory convertible preferred stock | |||||||||||||||||||||||
| Incremental shares under stock compensation plans | |||||||||||||||||||||||
| Weighted-average common shares for diluted earnings (loss) per share | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The following table summarizes the number of shares, calculated on a weighted average basis, not included in the computation of diluted earnings per share because their effect would have been anti-dilutive (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Shares assuming the conversion of the mandatory convertible preferred stock | |||||||||||||||||||||||
| Shares under the stock compensation plans | |||||||||||||||||||||||
NOTE 14—Leases:
We lease certain office space, buildings, transportation and equipment in various countries. The initial lease terms generally range from 1 to 30 years for real estate leases, and from 2 15 years for non-real estate leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.
Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there
23
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table provides details of our lease contracts for the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of right of use assets | |||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Total finance lease cost | |||||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
Supplemental cash flow information related to our lease contracts for the nine-month periods ended September 30, 2026 and 2025 is as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Operating cash flows from finance leases | |||||||||||
| Financing cash flows from finance leases | |||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | |||||||||||
24
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at September 30, 2026 and December 31, 2025 is as follows (in thousands, except as noted):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Operating leases: | |||||||||||
| Other assets | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total operating lease liabilities | |||||||||||
| Finance leases: | |||||||||||
| Net property, plant and equipment | |||||||||||
| Current portion of long-term debt | |||||||||||
| Long-term debt | |||||||||||
| Total finance lease liabilities | |||||||||||
| Weighted average remaining lease term (in years): | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted average discount rate (%): | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Maturities of lease liabilities at September 30, 2026 were as follows (in thousands):
| Operating Leases | Finance Leases | ||||||||||
| Remainder of 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | |||||||||||
| Less imputed interest | |||||||||||
| Total | $ | $ | |||||||||
NOTE 15—Fair Value of Financial Instruments:
In assessing the fair value of financial instruments, the Company uses methods and assumptions that are based on market conditions and other risk factors existing at the time of assessment. Fair value information for the Company’s financial instruments is as follows:
Long-Term Debt—the fair values of the Company’s notes are estimated using Level 1 inputs and account for the difference between the recorded amount and fair value of our long-term debt. The carrying value of the Company’s remaining long-term debt reported in the accompanying consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings.
25
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Recorded Amount | Fair Value | Recorded Amount | Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | |||||||||||||||||||
Foreign Currency Forward Contracts—In connection with the Company’s risk management strategies, it enter into derivative financial instruments that have not been designated as hedging instruments under ASC 815, Derivatives and Hedging. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. At both September 30, 2026 and December 31, 2025, the Company had outstanding non-designated derivative financial instruments with notional values totaling $2.4 billion. The non-designated derivative financial instruments are primarily comprised of foreign currency forward contracts that attempt to minimize the financial impact of changes in foreign currency exchange rates. The fair values of its non-designated foreign currency forward contracts are estimated based on current settlement values. At September 30, 2026, these foreign currency forward contracts hedge its exposure to various currencies including the Chinese Renminbi, Euro and Australian Dollar.
Net Investment Hedge—In June 2026, the Company entered into cross currency swaps with an aggregate notional amount of €1 billion to minimize the financial impact of changes in foreign currency exchange rates between the U.S. Dollar and Euro. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. These cross currency swaps qualify and have been designated as an effective net investment hedge of the Company's foreign currency exchange rate exposure of the net investments in foreign subsidiaries where the Euro serves as the functional currency. The Company will account for the net investment hedge using the spot method. Gains or losses on the revaluation of these cross currency swaps to our reporting currency are recorded in Accumulated other comprehensive loss. Excluded components are amortized as interest income, within Other income, net on the consolidated statements of income (loss), as that interest is accrued.
The following table summarizes the fair value of our derivative financial instruments included in the consolidated balance sheets as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| Designated as hedging instruments | |||||||||||||||||||||||
| Other assets | $ | $ | — | $ | $ | — | |||||||||||||||||
| Other noncurrent liabilities | — | — | — | ||||||||||||||||||||
| Total designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
| Not designated as hedging instruments | |||||||||||||||||||||||
| Other current assets | $ | $ | — | $ | $ | — | |||||||||||||||||
| Accrued expenses | — | — | |||||||||||||||||||||
| Total not designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes the net gains (losses) recognized for our derivative financial instruments during the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Designated as hedging instruments | |||||||||||||||||||||||
Gain (loss) recognized in Other comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Not designated as hedging instruments | |||||||||||||||||||||||
(Loss) gain recognized in Other income, net(a) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
26
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(a) Fluctuations in the value of our foreign currency forward contracts not designated as hedging instruments are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other income, net.
In addition, for the nine-month periods ended September 30, 2026 and 2025, we recorded net cash (settlements) receipts of ($24.5 ) million and $144.5 million, respectively, in (Payments) proceeds from settlement of foreign currency forward contracts, net, in our condensed consolidated statements of cash flows.
The counterparties to our foreign currency forward contracts are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties.
NOTE 16—Fair Value Measurement:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities | ||||
| Level 2 | Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability | ||||
| Level 3 | Unobservable inputs for the asset or liability | ||||
We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | Quoted Prices in Active Markets for Identical Items (Level 1) | Quoted Prices in Active Markets for Similar Items (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Investments under executive deferred compensation plan(a) | $ | $ | $ | $ | |||||||||||||||||||
Public equity securities(b) | $ | $ | $ | $ | |||||||||||||||||||
Private equity securities measured at net asset value(c) | $ | $ | $ | $ | |||||||||||||||||||
Derivative financial instruments(d) | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Obligations under executive deferred compensation plan(a) | $ | $ | $ | $ | |||||||||||||||||||
Derivative financial instruments(d) | $ | $ | $ | $ | |||||||||||||||||||
27
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| December 31, 2025 | Quoted Prices in Active Markets for Identical Items (Level 1) | Quoted Prices in Active Markets for Similar Items (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Investments under executive deferred compensation plan(a) | $ | $ | $ | $ | |||||||||||||||||||
Public equity securities(b) | $ | $ | $ | $ | |||||||||||||||||||
Private equity securities measured at net asset value(c) | $ | $ | $ | $ | |||||||||||||||||||
Derivative financial instruments(d) | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Obligations under executive deferred compensation plan(a) | $ | $ | $ | $ | |||||||||||||||||||
Derivative financial instruments(d) | $ | $ | $ | $ | |||||||||||||||||||
(a)We have maintained an Executive Deferred Compensation Plan (“EDCP”) since 2001. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income (loss)) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.
(b)Holdings in equity securities of public companies is reported in Investments in the consolidated balance sheets. The fair value is measured using publicly available share prices of the investments, and as a result these balances are classified within Level 1. Any changes are reported in Other income, net in our consolidated statements of income (loss). See Note 4, “Investments,” for further details.
(c)The Company’s private equity security investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. Private equity securities are reported in Investments in the consolidated balance sheets and changes in fair value are reported in Other income, net in the consolidated statements of income (loss).
(d)Derivative financial instruments are primarily comprised of the net investment hedge and foreign currency forward contracts. As a result of the Company’s global operating and financing activities, it is exposed to market risks from changes in foreign currency exchange rates which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes its risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts and the net investment hedge. The foreign currency forward contracts and net investment hedge are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. See Note 15, “Fair Value of Financial Instruments,” for further details about the Company’s derivative financial instruments.
NOTE 17—Related Party Transactions:
Our consolidated statements of income (loss) include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales to unconsolidated affiliates | $ | $ | $ | $ | |||||||||||||||||||
Purchases from unconsolidated affiliates(a) | $ | $ | $ | $ | |||||||||||||||||||
(a)Purchases from unconsolidated affiliates primarily relate to spodumene purchased from the Company’s Windfield joint venture.
Our consolidated balance sheets include accounts receivable due from and payable to unconsolidated affiliates in the ordinary course of business as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Receivables from unconsolidated affiliates | $ | $ | |||||||||
Payables to unconsolidated affiliates(a) | $ | $ | |||||||||
(a)Payables to unconsolidated affiliates primarily relate to spodumene purchased from the Company’s Windfield joint venture under normal payment terms.
28
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 18—Segment Information:
Following the completion of the sale of our Refining Solutions business discussed in Note 2, “Divestitures,” the Company has two
The Corporate and All Other category is not considered to be a segment and includes corporate-related items not allocated to the operating segments, as well as the results of the PCS business and the ownership interest in the Ketjen joint venture, as they do not fit into any of our core businesses. Pension and other post-employment benefit (“OPEB”) service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“non-operating pension and OPEB items”) are included in Corporate. Segment data includes inter-segment transfers of raw materials at cost and allocations for certain corporate costs.
The CODM uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments’ performance. 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. The Company’s definition of adjusted EBITDA is 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. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company’s credit agreement, which is a material agreement for the Company and aligns the information presented to various stakeholders. Prior period amounts have been recast to reflect the current segment structure.
See below for a reconciliation of segment Net sales to adjusted EBITDA by segment showing significant segment expenses regularly provided to the CODM for the three-month and nine-month periods ended September 30, 2026 and 2025 (in thousands):
29
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Energy Storage | Specialties | Total Segments | |||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
Net sales(a) | $ | $ | $ | ||||||||||||||||||||
Cost of goods sold(b) | ( | ( | ( | ||||||||||||||||||||
Selling, general and administrative expenses(b) | ( | ( | ( | ||||||||||||||||||||
Other segment items(c) | ( | ( | ( | ||||||||||||||||||||
Equity in net income of unconsolidated investments(d) | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Adjusted EBITDA by segment | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
Net sales(a) | $ | $ | $ | ||||||||||||||||||||
Cost of goods sold(b) | ( | ( | ( | ||||||||||||||||||||
Selling, general and administrative expenses(b) | ( | ( | ( | ||||||||||||||||||||
Other segment items(c) | ( | ( | ( | ||||||||||||||||||||
Equity in net income of unconsolidated investments(d) | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Adjusted EBITDA by segment | $ | $ | $ | ||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
Net sales(a) | $ | $ | $ | ||||||||||||||||||||
Cost of goods sold(b) | ( | ( | ( | ||||||||||||||||||||
Selling, general and administrative expenses(b) | ( | ( | ( | ||||||||||||||||||||
Other segment items(c) | ( | ( | ( | ||||||||||||||||||||
Equity in net income of unconsolidated investments(d) | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Adjusted EBITDA by segment | $ | $ | $ | ||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
Net sales(a) | $ | $ | $ | ||||||||||||||||||||
Cost of goods sold(b) | ( | ( | ( | ||||||||||||||||||||
Selling, general and administrative expenses(b) | ( | ( | ( | ||||||||||||||||||||
Other segment items(c) | ( | ( | ( | ||||||||||||||||||||
Equity in net income of unconsolidated investments(d) | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Adjusted EBITDA by segment | $ | $ | $ | ||||||||||||||||||||
(a)Intersegment sales are not considered material. See below for reconciliation of reportable segment net sales to total Albemarle net sales.
(b)The significant expense categories and amounts align with the segment information that is regularly provided to the CODM. Excludes depreciation and amortization, and non-operating, non-recurring or unusual items as described in the reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation below.
(c)Other segment items are comprised of Research and development expenses excluding depreciation and amortization.
(d)Excludes Albemarle’s 49 % ownership interest in the income tax expense of the Windfield joint venture.
The Company reconciles the total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation given the impact of equity in net income from unconsolidated investments, the majority of which relates to the Windfield joint venture. This reconciliation reflects the strategic and operational significance of the Company’s joint ventures and aligns with our allocation of equity in net income from unconsolidated investments at the segment level, representing each segment's contribution to the Company's overall financial performance. See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation (in thousands):
30
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Corporate and all other adjusted EBITDA | ( | ||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
Interest and financing expenses(a) | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (expense) benefit | ( | ( | |||||||||||||||||||||
Proportionate share of Windfield income tax expense(b) | ( | ( | ( | ( | |||||||||||||||||||
Loss on sale of business/equity investment, net(c) | ( | ||||||||||||||||||||||
Acquisition and integration related costs(d) | ( | ( | ( | ( | |||||||||||||||||||
Restructuring charges and asset write-offs(e) | ( | ( | ( | ( | |||||||||||||||||||
Strategic cost savings initiative(f) | ( | ( | |||||||||||||||||||||
Goodwill impairment charges(g) | ( | ( | |||||||||||||||||||||
| Non-operating pension and OPEB items | ( | ( | ( | ( | |||||||||||||||||||
(Loss) gain in fair value of public equity securities(h) | ( | ( | |||||||||||||||||||||
Other(i) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(a)Includes a gain on early extinguishment of debt of $12.5 million for the nine months ended September 30, 2026. See Note 6, “Long-Term Debt,” for further details.
(b)Albemarle’s 49 % ownership interest in the reported income tax expense of the Windfield joint venture.
(c)Loss on sale of controlling ownership interest in Refining Solutions business included in Loss on sale of business on the consolidated statement of income (loss). Partially offset by gain on sale of Eurecat S.A. joint venture recorded in Other income, net. See Note 2, “Divestitures,” for further details.
(d)Costs related to the acquisition, integration and divestitures for various significant projects, recorded in Selling, general and administrative expenses (“SG&A”).
(e)See Note 10, “Restructuring Charges and Asset Write-offs,” for further details.
(f)Primarily consists of consulting fees for a project associated with the Company’s strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
(g)Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
(h)Represents the net change in fair value of investments in public equity securities, recorded in Other income, net.
(i)Included amounts for the three months ended September 30, 2026 recorded in:
•Cost of goods sold - $11.4 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $1.0 million of expenses related to other costs outside of our regular operations.
Included amounts for the three months ended September 30, 2025 recorded in:
•SG&A - $2.0 million of severance expenses not related to a restructuring plan, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary, $1.4 million related to the write-off of certain fixed assets and $1.3 million of expenses related to certain historical legal matters, partially offset by $1.9 million of gains from the sale of assets not part of our production operations.
•Other income, net - $0.5 million gain resulting from the adjustment of indemnification related to a previously disposed business.
Included amounts for the nine months ended September 30, 2026 recorded in:
•Cost of goods sold - $15.3 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $3.9 million charge for a non-income tax audit of a facility no longer controlled by the Company and a net loss of $1.6 million primarily related to other costs outside of our regular operations.
•Other income, net - Primarily related to $3.4 million of charges for asset retirement obligations at a site not part of our operations and a net loss of $1.5 million primarily driven by indemnification charges related to the Eurecat S.A. joint venture sale, partially offset by a $3.9 million gain resulting from the adjustment of indemnification related to previously disposed businesses.
Included amounts for the nine months ended September 30, 2025 recorded in:
•SG&A - $13.3 million of gains from the sale of assets not part of our production operations, partially offset by $3.8 million of severance expenses not related to a restructuring plan, $1.9 million of expenses related to certain historical legal matters,
31
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
$1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary and $1.4 million related to the write-off of certain fixed assets.
•Other income, net - $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 $2.4 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses.
Total assets and investments in equity method investees by segment at September 30, 2026 and December 31, 2025 were as follows (in thousands):
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets: | |||||||||||
| Energy Storage | $ | $ | |||||||||
| Specialties | |||||||||||
| Total segment assets | |||||||||||
| Corporate and all other | |||||||||||
| Total assets | $ | $ | |||||||||
| Investments in equity method investees: | |||||||||||
| Energy Storage | $ | $ | |||||||||
| Total segment investments in equity method investees | |||||||||||
| Corporate and all other | |||||||||||
| Total investments in equity method investees | $ | $ | |||||||||
32
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Additional segment information for the three-month and nine-month periods ended September 30, 2026 and 2025 was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Energy Storage | $ | $ | $ | $ | |||||||||||||||||||
| Specialties | |||||||||||||||||||||||
| Total segment net sales | |||||||||||||||||||||||
| Corporate and all other | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Energy Storage | $ | $ | $ | $ | |||||||||||||||||||
| Specialties | |||||||||||||||||||||||
| Total segment depreciation and amortization | |||||||||||||||||||||||
| Corporate and all other | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Equity in net income of unconsolidated investments (net of tax): | |||||||||||||||||||||||
| Energy Storage | $ | $ | $ | $ | |||||||||||||||||||
| Total segment equity in net income of unconsolidated investments (net of tax) | |||||||||||||||||||||||
Corporate and all other(a) | |||||||||||||||||||||||
| Total equity in net income of unconsolidated investments (net of tax) | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Energy Storage | $ | $ | $ | $ | |||||||||||||||||||
| Specialties | |||||||||||||||||||||||
| Total segment capital expenditures | |||||||||||||||||||||||
| Corporate and all other | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
(a)Corporate and all other equity in net income of unconsolidated investments (net of tax) relates to foreign exchange gains or losses from the Windfield joint venture and our 49 % ownership interest in the Ketjen joint venture.
NOTE 19—Supplemental Cash Flow Information:
Supplemental information related to the condensed consolidated statements of cash flows is as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental non-cash disclosure related to investing and financing activities: | |||||||||||
| Capital expenditures included in Accounts payable | $ | $ | |||||||||
Non-cash investments in equity investments(a) | $ | $ | |||||||||
(a)Represents the Company’s investment in the Ketjen unconsolidated joint venture following the completion of the sale of our Refining Solutions business during the nine-month period ended September 30, 2026. See Note 2, “Divestitures,” for further details regarding the sale of the Company’s Refining Solutions business.
Noncurrent liability changes and other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the nine-month period ended September 30, 2025 included the receipt of a $350.0 million customer
33
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
prepayment. See Note 7, “Deferred Revenue,” for further details. Noncurrent liability changes and other, net within Cash flows from operating activities on the condensed consolidated statements of cash flows for the nine-month period ended September 30, 2025 included $44.6 million representing the reclassification of the current portion of the one-time transition tax resulting from the enactment of the U.S. Tax Cuts and Jobs Act from Other noncurrent liabilities to Income taxes payable within current liabilities. The final payment of this transition tax was made during the nine-month period ended September 30, 2026.
NOTE 20—Recently Issued or Adopted Accounting Pronouncements:
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” to require tabular disclosures disaggregating certain types of expenses presented on the income statement within continuing operations, as well as disclosures about selling expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” to modernize the accounting for internal-use software costs. The amendments remove references to software development project stages and establish a principles-based threshold for the capitalization of internal-use software costs. This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted, and the amendments may be applied prospectively, retrospectively, or using a modified transition approach. The Company is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” to more closely align hedge accounting with an entity’s risk management activities. The amendments make targeted improvements to existing hedge accounting guidance by addressing the assessment of similar risk exposures for cash flow hedges, hedging interest payments on choose-your-rate debt instruments, cash flow hedges of nonfinancial forecasted transactions, the use of net written options as hedging instruments, and certain hedging relationships involving foreign currency-denominated debt instruments. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted, and the amendments should be applied prospectively. The Company is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” on the recognition, measurement and presentation of government grants received by business entities and amends certain existing disclosure requirements in ASC 832, Government Assistance. This guidance is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years. As allowed by its provisions, the Company early-adopted this guidance in the fourth quarter of 2025 and applied the amendments on a modified prospective basis. The adoption of this guidance does not have a significant impact on our condensed consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818),” which establishes accounting guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted, and the amendments should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Prior reporting periods will not be recast. The Company is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.
34
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | ||||
The following discussion should be read together with the consolidated financial statements and related notes included in Albemarle Corporation’s (“Albemarle,” “we,” “us,” “our” or the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements. For a discussion of limitations inherent in such statements, please see “Forward-Looking Statements.”
Overview
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 planet will enable us to maintain a leading position in the industries in which we operate. Additional information regarding our products, markets and financial performance is provided at our website, www.albemarle.com. Our website is not a part of this document nor is it incorporated herein by reference.
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 portfolio and our ongoing mission to provide innovative, yet commercially viable, energy products and services to the marketplace to contribute to our sustainability-based revenue.
In the first quarter of 2026, we completed the sale of our controlling ownership in the Refining Solutions business, as well as the sale of our 50% ownership interest in the Eurecat S.A. joint venture for combined pre-tax cash proceeds of approximately $648 million, net of cash sold, while initially owning a 49% interest in a newly formed refining solutions joint venture and retaining 100% ownership interest in the Performance Catalysts Solutions (“PCS”) business. The proceeds from these divestitures were used to make payments on certain of our senior notes as part of our deleveraging efforts. As part of our effort to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities and reducing planned capital expenditures. We believe our disciplined cost reduction effort 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 challenging global economic environments.
Our net sales for the third quarter of 2026 were $1.6 billion, an increase of 19% year-over-year that was primarily driven by a 39% year-over-year increase in pricing. Adjusted EBITDA improved 186% year-over-year, driven by increased results in both Energy Storage and Specialties. Both net sales and adjusted EBITDA increased despite the sale of the Refining Solutions business, which provided $207.3 million and $31.8 million, respectively, in the third quarter of 2025. Cash flows from operations during the first nine months of 2026 were $1.5 billion, an increase of 64% year-over-year, driven by results in both Energy Storage and Specialties and successful execution of our cost reduction effort.
Outlook
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. 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.
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
35
uneven global growth, currency exchange volatility, crude oil price fluctuation, a dynamic pricing environment and increasingly stringent environmental standards. We continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for lithium, fire safety, bromine and lithium specialties products. 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.
As part of our effort to optimize our cost structure and strengthen our financial flexibility, we have taken proactive actions, including certain restructuring activities, reducing planned capital expenditures and repurchasing debt. Although lithium index pricing has increased 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 have experienced, and may continue to experience, increased shipping and fuel costs, as well as costs for certain raw materials, 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.
Following the completion of the sale of our Refining Solutions business in the first quarter of 2026, we report results across two operating segments: Energy Storage and Specialties.
Energy Storage: Energy Storage net sales and profitability are strongly dependent on lithium market prices, which are volatile. Due to the increased average lithium pricing for 2026, 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 primarily as a result of a fire at our Talison joint venture’s third chemical grade plant in Greenbushes (“CGP3”), offset by strong integrated production, stronger than expected spodumene sales from our Wodgina joint venture and our ability to operate with lower inventory levels. Remediation from the impact of the CGP3 fire, with ramp up to normal production levels, has been completed. Global EV and ESS sales are expected to increase over the prior year, driving sustained demand for lithium batteries. We are also focused on cost reduction effort 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 Kemerton Trains 3 and 4, and have 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 above 2025 results due to an improved outlook of bromine pricing and modest volume growth. We expect continued modest volume growth in certain key end-markets, such as semiconductors, oil and gas, flame retardants and pharmaceuticals, and steady demand in the automotive and petrochemical markets.
Results of Operations
The following is a discussion and analysis of our results of operations for the three-month and nine-month periods ended September 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”).
36
Third Quarter 2026 Compared to Third Quarter 2025
Net Sales
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 1,553,097 | $ | 1,307,829 | $ | 245,268 | 19 | % | |||||||||||||||
•$512.8 million increase primarily attributable to higher pricing in Energy Storage and Specialties •$82.8 million decrease primarily attributable to lower sales volume in Energy Storage •$207.3 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026 •$22.8 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
Gross Profit
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Gross profit | $ | 300,724 | $ | 117,610 | $ | 183,114 | 156 | % | |||||||||||||||
| Gross profit margin | 19.4 | % | 9.0 | % | |||||||||||||||||||
•Favorable pricing in Energy Storage and Specialties •Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies •Partially offset by higher average input costs, driven by the consumption of higher-priced raw material inventory in Energy Storage. The higher cost of goods sold of 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 •Absence of Refining Solutions gross profit as a result of its divestiture on March 2, 2026 and lower sales volume in Energy Storage | |||||||||||||||||||||||
Selling, General and Administrative (“SG&A”) Expenses
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 136,353 | $ | 138,577 | $ | (2,224) | (2) | % | |||||||||||||||
| Percentage of Net sales | 8.8 | % | 10.6 | % | |||||||||||||||||||
•Decrease primarily driven by the absence of SG&A associated with Refining Solutions as a result of its divestiture on March 2, 2026, as well as the impact of our cost savings initiative | |||||||||||||||||||||||
Goodwill Impairment Charges
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Goodwill impairment charges | $ | — | $ | 181,070 | $ | (181,070) | NM | ||||||||||||||||
•Non-cash goodwill impairment charge recorded in 2025 represented the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in its Refining Solutions business | |||||||||||||||||||||||
Restructuring Charges and Asset Write-Offs
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Restructuring charges and asset write-offs | $ | 8,038 | $ | 2,275 | $ | 5,763 | 253 | % | |||||||||||||||
•In 2026, we recorded decommissioning expenses related to the announced placement of Kemerton Train 1 into care and maintenance •In 2025, we primarily recorded adjustments to contract cancellation costs with key suppliers and costs to put Kemerton Train 2 into care and maintenance as part of the restructuring plan •See Note 10, “Restructuring 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 | |||||||||||||||||||||||
Research and Development Expenses
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Research and development expenses | $ | 8,173 | $ | 12,674 | $ | (4,501) | (36) | % | |||||||||||||||
| Percentage of Net sales | 0.5 | % | 1.0 | % | |||||||||||||||||||
•Absence of research and development spending associated with Refining Solutions as a result of its divestiture on March 2, 2026 •Partially offset by the write-off of certain research and development assets in Energy Storage | |||||||||||||||||||||||
37
Interest and Financing Expenses
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Interest and financing expenses | $ | (27,803) | $ | (50,959) | $ | 23,156 | (45) | % | |||||||||||||||
•Lower debt balances in 2026 following the March 2026 early redemption of notes | |||||||||||||||||||||||
Other Income, Net
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Other income, net | $ | 12,861 | $ | 28,799 | $ | (15,938) | (55) | % | |||||||||||||||
•$15.9 million decrease in the fair market value adjustment of equity securities in public companies •$2.4 million decrease attributable to interest income from lower interest rates in 2026 •$9.8 million increase attributable to foreign exchange impacts from gains recorded in 2026 compared to losses recorded in 2025 | |||||||||||||||||||||||
Income Tax Expense (Benefit)
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Income tax expense (benefit) | $ | 21,900 | $ | (30,565) | $ | 52,465 | 172 | % | |||||||||||||||
| Effective income tax rate | 16.4 | % | 12.8 | % | |||||||||||||||||||
•2026 income tax expense was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in the U.S., our consolidated Australian entities and certain entities in China •2025 income tax benefit included the impact of the valuation allowance in our consolidated Australian entities and certain entities in China •The goodwill impairment charge recorded in 2025 was primarily non-deductible and resulted in a minimal income tax benefit | |||||||||||||||||||||||
Equity in Net Income of Unconsolidated Investments
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Equity in net income of unconsolidated investments | $ | 205,350 | $ | 60,640 | $ | 144,710 | 239 | % | |||||||||||||||
•Increased earnings primarily due to higher pricing realized by the Windfield joint venture. Partially offset by lower deferred profits of the converted inventory sold by Albemarle to third-party customers •$2.9 million decrease attributable to unfavorable foreign exchange impacts from the Windfield joint venture | |||||||||||||||||||||||
Net Income Attributable to Noncontrolling Interests
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | (19,913) | $ | (12,753) | $ | (7,160) | 56 | % | |||||||||||||||
•Increase in consolidated income related to our Jordan Bromine Company Limited (“JBC”) joint venture primarily due to higher pricing | |||||||||||||||||||||||
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Net Income (Loss) Attributable to Albemarle Corporation
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | 296,755 | $ | (160,694) | $ | 457,449 | NM | ||||||||||||||||
| Percentage of Net sales | 19.1 | % | (12.3) | % | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation common shareholders | $ | 255,072 | $ | (202,382) | $ | 457,454 | NM | ||||||||||||||||
| Basic earnings (loss) per share attributable to common shareholders | $ | 2.16 | $ | (1.72) | $ | 3.88 | NM | ||||||||||||||||
| Diluted earnings (loss) per share attributable to common shareholders | $ | 2.15 | $ | (1.72) | $ | 3.87 | NM | ||||||||||||||||
•Increase in 2026 results due to reasons noted above •Net income (loss) attributable to Albemarle Corporation common shareholders includes reductions of $41.7 million for mandatory convertible preferred stock dividends in both 2026 and 2025 | |||||||||||||||||||||||
Segment Information Overview. Following the completion of the sale of our Refining Solutions business, we have identified two reportable segments according to the nature and economic characteristics of our products as well as the manner in which the information is used internally by the Company’s chief operating decision maker (“CODM”) to evaluate performance and make resource allocation decisions. Our reportable business segments consist of: (1) Energy Storage and (2) Specialties.
The Corporate and All Other category is not considered to be a segment and includes corporate-related items not allocated to the operating segments, as well as the PCS business and our ownership interest in the Ketjen joint venture, as they are not part of our core businesses. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“non-operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for certain corporate costs.
Our CODM assesses the ongoing performance of the Company’s business segments and allocates resources by considering the variance in the actual results to the forecasts on a monthly basis. The annual operating budget and ongoing forecasting process use adjusted EBITDA as a key metric in assessing the segments’ performance. 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. The Company’s definition of adjusted EBITDA is 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. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges and asset write-offs, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. This calculation is consistent with the definition of adjusted EBITDA used in the leverage financial covenant calculation in the Company’s credit agreement, which is a material agreement for the 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 income (loss) 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. Prior period amounts have been recast to reflect the current segment structure.
39
| Three Months Ended September 30, | Percentage Change | ||||||||||||||||||||||||||||
| 2026 | % | 2025 | % | 2026 vs 2025 | |||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 1,118,795 | 72.1 | % | $ | 708,755 | 54.2 | % | 58 | % | |||||||||||||||||||
| Specialties | 388,611 | 25.0 | % | 344,960 | 26.4 | % | 13 | % | |||||||||||||||||||||
| Total segment net sales | 1,507,406 | 97.1 | % | 1,053,715 | 80.6 | % | 43 | % | |||||||||||||||||||||
| Corporate and all other | 45,691 | 2.9 | % | 254,114 | 19.4 | % | (82) | % | |||||||||||||||||||||
| Total net sales | $ | 1,553,097 | 100.0 | % | $ | 1,307,829 | 100.0 | % | 19 | % | |||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 559,806 | 86.7 | % | $ | 124,077 | 55.0 | % | 351 | % | |||||||||||||||||||
| Specialties | 98,729 | 15.3 | % | 75,544 | 33.5 | % | 31 | % | |||||||||||||||||||||
| Total segment adjusted EBITDA | 658,535 | 102.0 | % | 199,621 | 88.5 | % | 230 | % | |||||||||||||||||||||
| Corporate and all other | (13,025) | (2.0) | % | 26,009 | 11.5 | % | (150) | % | |||||||||||||||||||||
| Total adjusted EBITDA | $ | 645,510 | 100.0 | % | $ | 225,630 | 100.0 | % | 186 | % | |||||||||||||||||||
See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total segment adjusted EBITDA | $ | 658,535 | $ | 199,621 | |||||||
| Corporate and all other adjusted EBITDA | (13,025) | 26,009 | |||||||||
| Depreciation and amortization | (168,404) | (164,483) | |||||||||
| Interest and financing expenses | (27,803) | (50,959) | |||||||||
| Income tax (expense) benefit | (21,900) | 30,565 | |||||||||
Proportionate share of Windfield income tax expense(a) | (85,403) | (20,023) | |||||||||
Acquisition and integration related costs(b) | (4,215) | (1,883) | |||||||||
Restructuring charges and asset write-offs(c) | (8,038) | (2,321) | |||||||||
Strategic cost savings initiative(d) | (11,617) | — | |||||||||
Goodwill impairment charges(e) | — | (181,070) | |||||||||
| Non-operating pension and OPEB items | (1,078) | (367) | |||||||||
(Loss) gain in fair value of public equity securities(f) | (7,881) | 7,980 | |||||||||
Other(g) | (12,416) | (3,763) | |||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | 296,755 | $ | (160,694) | |||||||
(a)Albemarle’s 49% ownership interest in the reported income tax expense of the Windfield joint venture.
(b)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.
(c)See Note 10, “Restructuring 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.
(d)Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
(e)Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
(f)Represents the net change in fair value of investments in public equity securities, recorded in Other income, net.
(g)Included amounts for the three months ended September 30, 2026 recorded in:
•Cost of goods sold - $11.4 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $1.0 million of expenses related to other costs outside of our regular operations.
Included amounts for the three months ended September 30, 2025 recorded in:
•SG&A - $2.0 million of severance expenses not related to a restructuring plan, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary, $1.4 million related to the write-off of certain fixed assets and $1.3 million of expenses related to certain historical legal matters, partially offset by $1.9 million of gains from the sale of assets not part of our production operations.
40
•Other income, net - $0.5 million gain resulting from the adjustment of indemnification related to a previously disposed business.
Energy Storage
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 1,118,795 | $ | 708,755 | $ | 410,040 | 58 | % | |||||||||||||||
•$479.5 million increase attributable to favorable pricing impacts, primarily in battery- and technical-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts •$93.5 million decrease attributable to lower sales volume driven by unfavorable product mix and reduced tolling volumes •$24.0 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 559,806 | $ | 124,077 | $ | 435,729 | 351 | % | |||||||||||||||
•Favorable pricing impacts in lithium carbonate and hydroxide •Increased equity earnings from higher spodumene pricing realized by the Windfield joint venture •Partially offset by increased commission expenses in Chile resulting from higher lithium salts pricing •$15.8 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
Specialties
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 388,611 | $ | 344,960 | $ | 43,651 | 13 | % | |||||||||||||||
•$32.9 million increase attributable to favorable pricing impacts in bromine and derivatives and flame retardants •$11.9 million increase attributable to higher sales volumes primarily in bromine and derivatives •$1.1 million decrease attributable to unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 98,729 | $ | 75,544 | $ | 23,185 | 31 | % | |||||||||||||||
•Higher sales volumes and favorable pricing •Partially offset by higher raw material input costs and increased noncontrolling interest from higher pricing realized by the JBC joint venture | |||||||||||||||||||||||
Corporate and All Other
| In thousands | Q3 2026 | Q3 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 45,691 | $ | 254,114 | $ | (208,423) | (82) | % | |||||||||||||||
•$207.3 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026 •$1.3 million decrease attributable to lower sales volumes in PCS | |||||||||||||||||||||||
| Adjusted EBITDA | $ | (13,025) | $ | 26,009 | $ | (39,034) | (150) | % | |||||||||||||||
•$31.8 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026 •Lower sales volumes in PCS •$6.9 million increase attributable to favorable currency exchange impacts, net of a $2.9 million decrease in foreign exchange impacts from our Windfield joint venture | |||||||||||||||||||||||
First Nine Months 2026 Compared to First Nine Months 2025
Net Sales
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 4,725,141 | $ | 3,714,702 | $ | 1,010,439 | 27 | % | |||||||||||||||
•$1.3 billion increase primarily attributable to higher pricing in Energy Storage and Specialties •$23.1 million increase attributable to higher sales volume primarily in Specialties •$461.4 million decrease attributable to the absence of Refining Solutions net sales as a results of its divestiture on March 2, 2026 •$101.6 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
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Gross Profit
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Gross profit | $ | 1,391,991 | $ | 470,785 | $ | 921,206 | 196 | % | |||||||||||||||
| Gross profit margin | 29.5 | % | 12.7 | % | |||||||||||||||||||
•Favorable pricing in both Energy Storage and Specialties •Favorable currency exchange impacts resulting from the weaker U.S. Dollar against various currencies •Partially offset by higher average input costs, driven by the consumption of higher-priced raw material inventory in Energy Storage. The higher cost of goods sold of 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 •Absence of Refining Solutions gross profit as a result of its divestiture on March 2, 2026 | |||||||||||||||||||||||
Selling, General and Administrative Expenses
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 400,112 | $ | 394,536 | $ | 5,576 | 1 | % | |||||||||||||||
| Percentage of Net sales | 8.5 | % | 10.6 | % | |||||||||||||||||||
•Increase primarily driven by higher expenses for outside services used to support various projects •Partially offset by the absence of SG&A associated with Refining Solutions as a result of its divestiture on March 2, 2026, as well as our cost savings initiative •$13.3 million of gains from the sale of assets not part of our production operations in 2025 | |||||||||||||||||||||||
Goodwill Impairment Charges
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Goodwill impairment charges | $ | — | $ | 181,070 | $ | (181,070) | NM | ||||||||||||||||
•Non-cash goodwill impairment charge recorded in 2025 represented the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in its Refining Solutions business | |||||||||||||||||||||||
Restructuring Charges and Asset Write-Offs
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Restructuring charges and asset write-offs | $ | 41,241 | $ | 5,660 | $ | 35,581 | NM | ||||||||||||||||
•In 2026, we recorded severance and employee benefit charges, decommissioning expenses and other restructuring and asset-write off charges related to the announced placement of Kemerton Train 1 into care and maintenance •In 2025, we primarily recorded 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 estimates concerning the progress of construction activities and related contractual obligations, resulting in a favorable adjustment of asset write-offs •See Note 10, “Restructuring 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 | |||||||||||||||||||||||
Research and Development Expenses
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Research and development expenses | $ | 21,010 | $ | 39,217 | $ | (18,207) | (46) | % | |||||||||||||||
| Percentage of Net sales | 0.4 | % | 1.1 | % | |||||||||||||||||||
•Absence of research and development spending associated with Refining Solutions as a result of its divestiture on March 2, 2026 •Partially offset by the write-off of certain research and development assets in Energy Storage | |||||||||||||||||||||||
Loss on Sale of Business
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Loss on sale of business | $ | 95,018 | $ | — | $ | 95,018 | NM | ||||||||||||||||
•$95.0 million loss recorded related to the divestiture of the controlling ownership interest of the Refining Solutions business, representing the final consideration received less the carrying value on the date of sale | |||||||||||||||||||||||
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Interest and Financing Expenses
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Interest and financing expenses | $ | (91,848) | $ | (149,875) | $ | 58,027 | (39) | % | |||||||||||||||
•2026 included a gain on early extinguishment of debt of $12.5 million, representing the repurchase of notes in March 2026 at a discount, partially offset by tender premiums and redemption fees •Lower debt balances in 2026 following the March 2026 early redemption of notes | |||||||||||||||||||||||
Other Income, Net
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Other income, net | $ | 86,300 | $ | 32,490 | $ | 53,810 | 166 | % | |||||||||||||||
•$42.3 million gain recorded related to the divestiture of our 50% ownership interest in the Eurecat S.A. joint venture, representing the final consideration received less the carrying value of the investment on the date of sale •$38.0 million loss resulting from the redemption of preferred equity in a Grace subsidiary in 2025 •$20.7 million increase attributable to foreign exchange impacts from gains recorded in 2026 compared to losses recorded in 2025 •$12.5 million decrease attributable to interest income from lower interest rates in 2026 •$10.0 million decrease in the fair market value adjustment of equity securities in public companies | |||||||||||||||||||||||
Income Tax Expense (Benefit)
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Income tax expense (benefit) | $ | 137,413 | $ | (449) | $ | 137,862 | NM | ||||||||||||||||
Effective income tax rate | 16.6 | % | 0.2 | % | |||||||||||||||||||
•2026 income tax expense was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in the U.S., our consolidated Australian entities and certain entities in China •2025 income tax benefit was primarily the result of the geographic mix of earnings, including the impact from the valuation allowance in our consolidated Australian entities and certain entities in China •The goodwill impairment charge recorded in 2025 was primarily non-deductible and resulted in a minimal income tax benefit | |||||||||||||||||||||||
Equity in Net Income of Unconsolidated Investments
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Equity in net income of unconsolidated investments | $ | 453,207 | $ | 203,184 | $ | 250,023 | 123 | % | |||||||||||||||
•Increased earnings primarily due to higher pricing realized by the Windfield joint venture. Partially offset by lower deferred profits of the converted inventory sold by Albemarle to third-party customers •$6.1 million decrease attributable to unfavorable foreign exchange impacts from the Windfield joint venture | |||||||||||||||||||||||
Net Income Attributable to Noncontrolling Interests
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | (49,051) | $ | (32,999) | $ | (16,052) | 49 | % | |||||||||||||||
•Increase in consolidated income related to our JBC joint venture primarily due to higher pricing | |||||||||||||||||||||||
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Net Income (Loss) Attributable to Albemarle Corporation
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | 1,095,805 | $ | (96,449) | $ | 1,192,254 | NM | ||||||||||||||||
| Percentage of Net sales | 23.2 | % | (2.6) | % | |||||||||||||||||||
| Net income (loss) attributable to Albemarle Corporation common shareholders | $ | 970,747 | $ | (221,512) | $ | 1,192,259 | NM | ||||||||||||||||
| Basic earnings (loss) per share | $ | 8.23 | $ | (1.88) | $ | 10.11 | NM | ||||||||||||||||
| Diluted earnings (loss) per share | $ | 8.03 | $ | (1.88) | $ | 9.91 | NM | ||||||||||||||||
•Increase in 2026 results due to reasons noted above •Net income (loss) attributable to Albemarle Corporation common shareholders includes reductions of $125.1 million for mandatory convertible preferred stock dividends in both 2026 and 2025 | |||||||||||||||||||||||
Segment Information Overview. Summarized financial information concerning our reportable segments is shown in the following tables.
| Nine Months Ended September 30, | Percentage Change | ||||||||||||||||||||||||||||
| 2026 | % | 2025 | % | 2026 vs 2025 | |||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 3,286,644 | 69.5 | % | $ | 1,950,976 | 52.5 | % | 68 | % | |||||||||||||||||||
| Specialties | 1,170,508 | 24.8 | % | 1,017,534 | 27.4 | % | 15 | % | |||||||||||||||||||||
| Total segment net sales | 4,457,152 | 94.3 | % | 2,968,510 | 79.9 | % | 50 | % | |||||||||||||||||||||
| Corporate and all other | 267,989 | 5.7 | % | 746,192 | 20.1 | % | (64) | % | |||||||||||||||||||||
| Total net sales | $ | 4,725,141 | 100.0 | % | $ | 3,714,702 | 100.0 | % | 27 | % | |||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||
| Energy Storage | $ | 1,834,619 | 84.6 | % | $ | 530,157 | 63.9 | % | 246 | % | |||||||||||||||||||
| Specialties | 292,578 | 13.5 | % | 207,187 | 25.0 | % | 41 | % | |||||||||||||||||||||
| Total segment adjusted EBITDA | 2,127,197 | 98.1 | % | 737,344 | 88.9 | % | 188 | % | |||||||||||||||||||||
| Corporate and all other | 40,224 | 1.9 | % | 91,905 | 11.1 | % | (56) | % | |||||||||||||||||||||
| Total adjusted EBITDA | $ | 2,167,421 | 100.0 | % | $ | 829,249 | 100.0 | % | 161 | % | |||||||||||||||||||
See below for a reconciliation of total segment adjusted EBITDA to consolidated Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total segment adjusted EBITDA | $ | 2,127,197 | $ | 737,344 | |||||||
| Corporate and all other adjusted EBITDA | 40,224 | 91,905 | |||||||||
| Depreciation and amortization | (482,010) | (494,968) | |||||||||
Interest and financing expenses(a) | (91,848) | (149,875) | |||||||||
| Income tax (expense) benefit | (137,413) | 449 | |||||||||
Proportionate share of Windfield income tax expense(b) | (197,703) | (78,499) | |||||||||
Loss on sale of business/equity investment, net(c) | (52,718) | — | |||||||||
Acquisition and integration related costs(d) | (6,087) | (5,091) | |||||||||
Restructuring charges and asset write-offs(e) | (41,241) | (5,772) | |||||||||
Strategic cost savings initiative(f) | (30,617) | — | |||||||||
Goodwill impairment charges(g) | — | (181,070) | |||||||||
| Non-operating pension and OPEB items | (3,279) | (978) | |||||||||
(Loss) gain in fair value on public equity securities(h) | (6,838) | 3,144 | |||||||||
Other(i) | (21,862) | (13,038) | |||||||||
| Net income (loss) attributable to Albemarle Corporation | $ | 1,095,805 | $ | (96,449) | |||||||
44
(a)Includes a gain on early extinguishment of debt of $12.5 million for the nine months ended September 30, 2026. See Note 6, “Long-Term Debt,” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
(b)Albemarle’s 49% ownership interest in the reported income tax expense of the Windfield joint venture.
(c)Loss on sale of controlling ownership interest in Refining Solutions business included in Loss on sale of business on the consolidated statements of income. Partially offset by gain on sale of Eurecat S.A. joint venture recorded in Other income, 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.
(d)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in SG&A.
(e)See Note 10, “Restructuring 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.
(f)Primarily consists of consulting fees for a project associated with our strategic cost savings initiative, recorded in SG&A. During the second quarter of 2026, these costs were presented in the “Other” line of the reconciliation of total segment adjusted EBITDA to the consolidated Net income (loss) attributable to Albemarle Corporation.
(g)Represents the full value of goodwill associated with the Refining Solutions reporting unit, following the signed definitive agreement to divest the controlling ownership interest in the Refining Solutions business.
(h)Represents the net change in fair value of investments in public equity securities, recorded in Other income, net.
(i)Included amounts for the nine months ended September 30, 2026 recorded in:
•Cost of goods sold - $15.3 million of expenses related to non-routine labor and compensation related costs that are outside normal compensation arrangements.
•SG&A - $3.9 million charge for a non-income tax audit of a facility no longer controlled by the Company and a net loss of $1.6 million primarily related to other costs outside of our regular operations.
•Other income, net - Primarily related to $3.4 million of charges for asset retirement obligations at a site not part of our operations and a net loss of $1.5 million primarily driven by indemnification charges related to the Eurecat S.A. joint venture sale, partially offset by a $3.9 million gain resulting from the adjustment of indemnification related to previously disposed businesses.
Included amounts for the nine months ended September 30, 2025 recorded in:
•SG&A - $13.3 million of gains from the sale of assets not part of our production operations, partially offset by $3.8 million of severance expenses not related to a restructuring plan, $1.9 million of expenses related to certain historical legal matters, $1.4 million of expenses related to the redemption of preferred equity in a Grace subsidiary and $1.4 million related to the write-off of certain fixed assets.
•Other income, net - $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 $2.4 million gain primarily resulting from the adjustment of indemnification related to previously disposed businesses.
Energy Storage
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 3,286,644 | $ | 1,950,976 | $ | 1,335,668 | 68 | % | |||||||||||||||
•$1.3 billion increase attributable to favorable pricing impacts, primarily in battery- and technical-grade carbonate and hydroxide sold under index-referenced and variable-priced contracts •$20.5 million decrease attributable to lower sales volume driven by reduced tolling volumes •$88.3 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,834,619 | $ | 530,157 | $ | 1,304,462 | 246 | % | |||||||||||||||
•Favorable pricing impacts in lithium carbonate and hydroxide •Increased equity earnings from higher spodumene pricing realized by the Windfield joint venture •Partially offset by increased commission expenses in Chile resulting from higher lithium salts pricing •$59.4 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
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Specialties
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 1,170,508 | $ | 1,017,534 | $ | 152,974 | 15 | % | |||||||||||||||
•$76.6 million increase attributable to favorable pricing impacts in bromine and derivatives and flame retardants, partially offset by unfavorable pricing in lithium specialties •$63.1 million increase attributable to higher sales volumes primarily in flame retardants •$13.7 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 292,578 | $ | 207,187 | $ | 85,391 | 41 | % | |||||||||||||||
•Higher sales volumes and favorable pricing •Partially offset by higher raw material input costs and increased noncontrolling interest from higher pricing realized by the JBC joint venture •$7.0 million increase attributable to favorable currency translation resulting from the weaker U.S. Dollar against various currencies | |||||||||||||||||||||||
Corporate and All Other
| In thousands | YTD 2026 | YTD 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 267,989 | $ | 746,192 | $ | (478,203) | (64) | % | |||||||||||||||
•$461.4 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026 •$19.4 million decrease attributable to lower sales volumes in PCS •$2.9 million increase attributable to favorable pricing impacts in PCS | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 40,224 | $ | 91,905 | $ | (51,681) | (56) | % | |||||||||||||||
•$61.8 million decrease attributable to the absence of Refining Solutions net sales as a result of its divestiture on March 2, 2026 •Lower sales volumes in PCS •$14.6 million increase attributable to favorable currency exchange impacts, net of a $6.1 million decrease in foreign exchange impacts from our Windfield joint venture | |||||||||||||||||||||||
Financial Condition and Liquidity
Overview
The principal uses of cash in our business generally have been capital investments and resource development costs, funding working capital, and service of debt. We also make contributions to our defined benefit pension plans, pay dividends to our shareholders and have the ability to repurchase shares of our common stock. Historically, cash to fund the needs of our business has been principally provided by cash from operations, debt financing and equity issuances.
We are continually focused on working capital efficiency particularly in the areas of accounts receivable, payables and inventory. We anticipate that cash on hand, cash provided by operating activities, proceeds from divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations, fund capital expenditures and other investing activities, fund pension contributions and pay dividends for the foreseeable future.
Cash Flow
During the first nine 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, $250.8 million of capital expenditures for plant, machinery and equipment, dividends to common shareholders of $143.2 million and dividends to mandatory convertible preferred shareholders of $125.1 million. Our operations provided $1.5 billion of cash flows during the first nine months of 2026, as compared to $893.8 million for the first nine months of 2025. The increase 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 and higher outflows from working capital changes. Net cash outflows from working capital changes in 2026 were primarily driven by increased inventory balances, driven by the increase in lithium prices, partially offset the impact of higher accounts payable. Overall, our cash and cash equivalents increased by $228.0 million from December 31, 2025 to $1.8 billion at September 30, 2026.
Capital expenditures for the nine-month period ended September 30, 2026 of $250.8 million were primarily associated with plant, machinery and equipment in our Energy Storage segment. This reflects our projected new level of spending to
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unlock cash flow over the near term and generate long-term financial flexibility and is driven by a lower level of general maintenance and sustaining capital spend, while continuing safety and critical maintenance expenditures.
On March 2, 2026, we completed the divestiture of 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”). 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 owned 49% of the common units of Holdco and retained 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 nine 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, net on the consolidated statements of income (loss) in the first nine 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 nine-month period ended September 30, 2026 is a gain on early extinguishment of debt of $12.5 million, representing the repurchase of these notes at a discount, partially offset by tender premiums and redemption fees.
We have recently taken proactive actions as part of an initiative to optimize our cost structure and strengthen our financial flexibility, including certain restructuring activities and reducing planned capital expenditures. Since July 2024, we stopped construction of Kemerton Train 3, placed Kemerton Train 2 into care and maintenance, and deferred spending and investments in certain other capital projects. Additionally, as part of this restructuring plan, we placed the Chengdu, China conversion plant into care and maintenance during the first half of 2025. Since inception, we have recorded charges for these actions consisting of asset write-offs of $726.0 million, severance and employee benefits of $53.4 million, contract cancellation costs of $38.4 million, decommissioning costs of $13.2 million and other costs (primarily consisting of the reclassification of the related dedesignated cash flow hedge from Accumulated other comprehensive loss) of $29.3 million.
In February 2026, we announced the decision to put Kemerton Train 1 into care and maintenance, and the Company recorded charges for this action consisting of decommissioning costs of $19.6 million, asset write-offs of $2.3 million, severance and employee benefits of $15.4 million, contract cancellation costs of $1.0 million and other costs of $1.5 million. The Company expects to record additional charges in the range of $60 million to $80 million, primarily related to decommissioning costs during the remainder of 2026 and 2027, when the actions are expected to be completed.
Net current assets were $2.4 billion and $2.2 billion at September 30, 2026 and December 31, 2025, respectively. Net current assets increased primarily due to higher cash and cash equivalent balances resulting from increased earnings and the execution of our cost savings initiative. The impact of lithium prices on cash and working capital balances offset 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 July 21, 2026, our board of directors declared a cash dividend of $0.41 per share, which was paid on October 1, 2026 to shareholders of record at the close of business as of September 11, 2026. On September 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 August 15, 2026.
While we continue to closely monitor our cash generation, working capital management and capital spending in light of continuing uncertainties in the global economy, we believe that we will continue to have the financial flexibility and capability to opportunistically fund future growth initiatives. Additionally, we anticipate that future capital spending, including business acquisitions and other cash outlays, should be financed primarily with cash flow provided by operations, cash on hand and additional issuances of debt or equity securities, as needed.
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Long-Term Debt
We currently have the following unsecured notes outstanding:
| Issue Month/Year | Principal (in millions) | Interest Rate | Interest Payment Dates | Maturity Date | |||||||||||||||||||||||||
| November 2019 | €500.0 | 1.625% | November 25 | November 25, 2028 | |||||||||||||||||||||||||
November 2019(a) | $109.2 | 3.45% | May 15 and November 15 | November 15, 2029 | |||||||||||||||||||||||||
May 2022(a) | $415.7 | 5.05% | June 1 and December 1 | June 1, 2032 | |||||||||||||||||||||||||
November 2014(a) | $201.0 | 5.45% | June 1 and December 1 | December 1, 2044 | |||||||||||||||||||||||||
May 2022(a) | $195.7 | 5.65% | June 1 and December 1 | June 1, 2052 | |||||||||||||||||||||||||
(a) Denotes senior notes.
For a description of our outstanding senior notes, 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 October 29, 2026, we entered into a new revolving, unsecured credit agreement (the “2026 Credit Agreement”), which provides for borrowings of up to $1.5 billion and matures on October 29, 2031. Borrowings under the 2026 Credit Agreement bear interest at variable rates based on a benchmark rate depending on the currency in which the loans are denominated, plus an applicable margin which ranges from 0.910% to 1.375%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC, Moody’s Investors Services, Inc. and Fitch Ratings, Inc. With respect to loans denominated in U.S. dollars, interest is calculated using the term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin. As of September 30, 2026, the applicable margin under our existing 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 September 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 September 30, 2026.
In the second quarter of 2023, we received an interest-free loan of $300.0 million to be repaid in five equal annual installments beginning on December 31, 2026. This loan was discounted using an imputed interest rate of 5.5% and the Company will amortize that discount through Interest and financing expenses over the term of the loan.
When constructing new facilities or making major enhancements to existing facilities, we may have the opportunity to enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive bonds. We immediately lease the facilities from the local government entities and have an option to repurchase the facilities for a nominal amount upon tendering the bonds to the local government entities at various predetermined dates. The bonds and the associated obligations for the leases of the facilities offset, and the underlying assets are recorded in property, plant and equipment. We currently have the ability to transfer up to $540 million in assets under these arrangements. At September 30, 2026 and December 31, 2025, there were $218.0 million and $159.4 million, respectively, of bonds outstanding under these arrangements.
At September 30, 2026, we had the ability to borrow $1.5 billion under our commercial paper program and our revolving, unsecured credit agreement, and $78.9 million under other existing credit lines, subject to various financial covenants under the revolving, unsecured credit agreement. We have the ability to refinance our borrowings under our other existing credit lines with borrowings under the 2026 Credit Agreement, as applicable. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt. We believe that at September 30, 2026 we were, and currently are, in compliance with all of our debt covenants. At September 30, 2026, Albemarle had estimated liquidity of approximately $3.4 billion, including $1.8 billion of cash and cash equivalents and these available credit lines and agreements, against total debt of $1.9 billion. The non-current portion of our long-term debt amounted to $1.8 billion at September 30, 2026, compared to $3.1 billion at December 31, 2025.
Off-Balance Sheet Arrangements
In the ordinary course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, including bank guarantees and letters of credit, which totaled approximately $96.9 million at September 30,
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2026. None of these off-balance sheet arrangements has, or is likely to have, a material effect on our current or future financial condition, results of operations, liquidity or capital resources.
Other Obligations
With the exception of the previously noted debt repurchases, our contractual obligations have not significantly changed, based on our ordinary business activities and projected capital expenditures noted above, from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2025.
Total expected 2026 contributions to our domestic and foreign qualified and nonqualified pension plans, including the Albemarle Corporation Supplemental Executive Retirement Plan, are expected to be approximately $19.1 million. We may choose to make additional pension contributions in excess of this amount. We made contributions of $17.2 million to our domestic and foreign pension plans (both qualified and nonqualified) during the nine-month period ended September 30, 2026.
The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $284.8 million at September 30, 2026 and $259.2 million at December 31, 2025. Related assets for corresponding offsetting benefits recorded in Other assets totaled $82.0 million at September 30, 2026 and $75.8 million at December 31, 2025. We cannot estimate the amounts of any cash payments associated with these liabilities for the remainder of 2026 or the next twelve months, and we are unable to estimate the timing of any such cash payments in the future at this time.
We are subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To our knowledge, we are currently complying, and expect to continue to comply, in all material respects with applicable environmental laws, regulations, statutes and ordinances. Compliance with existing federal, state, local and foreign environmental protection laws is not expected to have a material effect on capital expenditures, earnings or our competitive position, but the costs associated with increased legal or regulatory requirements could have an adverse effect on our operating results.
Among other environmental requirements, we are subject to the federal Superfund law, and similar state laws, under which we may be designated as a potentially responsible party (“PRP”), and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Management believes that in cases in which we may have liability as a PRP, our liability for our share of cleanup is de minimis. Further, almost all such sites represent environmental issues that are quite mature and have been investigated, studied and in many cases settled. In de minimis situations, our policy generally is to negotiate a consent decree and to pay any apportioned settlement, enabling us to be effectively relieved of any further liability as a PRP, except for remote contingencies. In other than de minimis PRP matters, our records indicate that unresolved PRP exposures should be immaterial. We accrue and expense our proportionate share of PRP costs. Because management has been actively involved in evaluating environmental matters, we are able to conclude that the outstanding environmental liabilities for unresolved PRP sites should not have a material adverse effect upon our results of operations or financial condition.
Liquidity Outlook
We generally use cash on hand and cash provided by operating activities, divestitures and borrowings to pay our operating expenses, satisfy debt service obligations, fund any capital expenditures, make acquisitions, make pension contributions and pay dividends. We also could borrow under our credit facilities or issue additional debt or equity securities to fund these activities in an effort to maintain our financial flexibility. Our main focus in the short-term, during the continued uncertainty surrounding the global economy, including lithium market pricing and recent inflationary trends, is to maintain financial flexibility by continuing our cost savings initiative, committing to shareholder returns and maintaining an investment grade rating. Over the next three years, in terms of uses of cash, we will focus on investing in growth of the businesses and returning value to shareholders. We may, from time to time, seek to retire or purchase our outstanding debt or equity securities through open-market cash purchases, privately negotiated transactions or otherwise depending on available liquidity, prices, market conditions and other factors. Additionally, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may require additional liquidity. Financing the purchase price of any such acquisitions could involve borrowing under existing or new credit facilities and/or issuing debt or equity securities, in addition to using cash on hand.
We expect our capital expenditures to be between $300 million to $350 million in 2026, lower than the $589.8 million of capital expenditures in 2025, in part due to the absence of capital expenditures associated with the Refining Solutions business divested on March 2, 2026. The forecasted capital expenditures in 2026 reflects the timing of capital expenditure spend as well as a lower level of general maintenance and sustaining spending, while continuing safety and critical maintenance expenditures.
We are focused 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. We achieved our
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initial $400 million per year cost and productivity improvement target resulting from the comprehensive review of our cost and operating structure announced in 2024 and we continue to focus on our cost and operating structure going forward.
In February 2026, we announced the decision to put Kemerton Train 1 into care and maintenance, which is expected to result in estimated additional charges in the range of $60 million to $80 million, primarily related to decommissioning costs during the remainder of 2026 and 2027, when the actions are expected to be completed.
We are party to master receivables purchase agreements, under which we may sell available and eligible outstanding customer accounts receivable generated by sales to certain customers of up to approximately $250 million at any one time. These agreements are uncommitted and can be terminated by us or the purchaser with certain notice as defined in the contract. Transactions under these agreements are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheets at the time of the sales transaction. During the three-month and nine-month periods ended September 30, 2026, the Company sold and removed approximately $209.6 million and $726.8 million, respectively, of accounts receivable under these master receivables purchase agreements. The Company incurred approximately $1.3 million and $4.8 million, respectively, of fees associated with the master receivables purchase agreements during the three-month and nine-month periods ended September 30, 2026. Costs associated with the sales of receivables are reflected in the consolidated statements of income (loss) for the periods in which the sales occur.
To support certain construction projects at, and the restart of, the Kings Mountain mine, we previously announced a nearly $150 million grant from the U.S. Department of Energy and a $90 million critical materials award from the U.S. Department of Defense. Since inception, the Company has received $30.1 million of these funds.
Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a result of moderating global economic conditions, continuing inflationary trends and reduced capital availability. We have experienced, and may continue to experience, volatility and increases in the price of certain raw materials and in transportation and energy costs as a result of geopolitical conflict, global market and supply chain disruptions and the broader inflationary environment. As a result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.
Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in 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. While the global corporate bond and bank loan markets remain strong, periods of elevated uncertainty related to the stability of the banking system, future pandemics or global economic and/or geopolitical concerns may limit efficient access to such markets for extended periods of time. If such concerns heighten, we may incur increased borrowing costs and reduced credit capacity as our various credit facilities mature. If the U.S. Federal Reserve or similar national reserve banks in other countries tighten the monetary supply, we may incur increased borrowing costs (as interest rates increase on our variable rate credit facilities, as our various credit facilities mature or as we refinance any maturing fixed rate debt obligations), although these cost increases would be partially offset by increased income rates on portions of our cash deposits.
Overall, with generally strong cash-generative businesses we believe we have, and will be able to maintain, a solid liquidity position. Following the early redemption of debt in March 2026, we have no additional significant long-term debt maturities before the fourth quarter of 2028.
We had cash and cash equivalents totaling $1.8 billion at September 30, 2026, of which $1.4 billion is held by our foreign subsidiaries. This cash represents an important source of our liquidity and is invested in bank accounts or money market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or our commercial paper program. From time to time, we repatriate cash associated with earnings from our foreign subsidiaries to the U.S. for normal operating needs through intercompany dividends, but only from subsidiaries whose earnings we have not asserted to be indefinitely reinvested or whose earnings qualify as “previously taxed income” as defined by the Internal Revenue Code. During the first nine months of 2026, we repatriated $112.7 million of cash as part of these foreign earnings cash repatriation activities. There were no cash repatriations during the first nine months of 2025.
Guarantor Financial Information
Albemarle Wodgina Pty Ltd Issued Notes
Albemarle Wodgina Pty Ltd (the “Issuer”), a wholly-owned subsidiary of Albemarle Corporation, issued $300.0 million aggregate principal amount of 3.45% Senior Notes due 2029 (the “3.45% Senior Notes”) in November 2019. The 3.45% Senior Notes are fully and unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by Albemarle Corporation (the
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“Parent Guarantor”). No direct or indirect subsidiaries of the Parent Guarantor guarantee the 3.45% Senior Notes (such subsidiaries are referred to as the “Non-Guarantors”).
The 3.45% Senior Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment to the senior indebtedness of the Issuer, effectively subordinated to all of the secured indebtedness of the Issuer, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities of its subsidiaries. The Guarantee is the senior unsecured obligation of the Parent Guarantor and ranks equally in right of payment to the senior indebtedness of the Parent Guarantor, effectively subordinated to the secured debt of the Parent Guarantor to the extent of the value of the assets securing the indebtedness and structurally subordinated to all indebtedness and other liabilities of its subsidiaries.
For cash management purposes, the Parent Guarantor transfers cash among itself, the Issuer and the Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Issuer and/or the Parent Guarantor’s outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Issuer or the Parent Guarantor to obtain funds from subsidiaries by dividend or loan.
The following tables present summarized financial information for the Parent Guarantor and the Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Parent Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2025.
Summarized Statement of Operations
| $ in thousands | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | |||||||||
Net sales(a) | $ | 1,044,790 | $ | 741,274 | |||||||
| Gross profit | 596,376 | 238,415 | |||||||||
Loss before income taxes and equity in net income of unconsolidated investments(b) | (21,786) | (315,779) | |||||||||
| Net loss attributable to the Parent Guarantor and the Issuer | (45,568) | (324,323) | |||||||||
(a) Includes net sales to Non-Guarantors of $688.3 million and $419.2 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
(b) Includes intergroup expenses to Non-Guarantors of $16.9 million and $5.6 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
Summarized Balance Sheet
| $ in thousands | September 30, 2026 | December 31, 2025 | |||||||||
Current assets(a) | $ | 2,740,611 | $ | 2,477,653 | |||||||
| Net property, plant and equipment | 1,960,471 | 1,917,878 | |||||||||
Other noncurrent assets(b) | 1,319,015 | 1,555,670 | |||||||||
Current liabilities(c) | $ | 4,789,841 | $ | 4,322,260 | |||||||
| Long-term debt | 962,065 | 2,254,535 | |||||||||
Other noncurrent liabilities(d) | 5,252,523 | 5,227,721 | |||||||||
(a) Includes receivables from Non-Guarantors of $2.0 billion and $1.8 billion at September 30, 2026 and December 31, 2025, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $883.5 million and $1.2 billion at September 30, 2026 and December 31, 2025, respectively.
(c) Includes current payables to Non-Guarantors of $4.4 billion and $4.0 billion at September 30, 2026 and December 31, 2025, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $4.9 billion and $4.9 billion at September 30, 2026 and December 31, 2025, respectively.
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The 3.45% Senior Notes are structurally subordinated to the indebtedness and other liabilities of the Non-Guarantors. The Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the 3.45% Senior Notes or the Indenture under which the 3.45% Senior Notes were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Parent Guarantor has to receive any assets of any of the Non-Guarantors upon the liquidation or reorganization of any Non-Guarantor, and the consequent rights of holders of the 3.45% Senior Notes to realize proceeds from the sale of any of a Non-Guarantor’s assets, would be effectively subordinated to the claims of such Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantors, the Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Parent Guarantor.
The 3.45% Senior Notes are obligations of the Issuer. The Issuer’s cash flow and ability to make payments on the 3.45% Senior Notes could be dependent upon the earnings it derives from the production from our 50%-owned unincorporated joint venture, MARBL Lithium Joint Venture (“MARBL”) for Wodgina. Absent income received from sales of its share of production from MARBL, the Issuer’s ability to service the 3.45% Senior Notes could be dependent upon the earnings of the Parent Guarantor’s subsidiaries and other joint ventures and the payment of those earnings to the Issuer in the form of equity, loans or advances and through repayment of loans or advances from the Issuer.
The Issuer’s obligations in respect of MARBL are guaranteed by the Parent Guarantor. Further, under MARBL pursuant to a deed of cross security between the Issuer, the joint venture partner and the manager of the project (the “Manager”), each of the Issuer, and the joint venture partner have granted security to each other and the Manager for the obligations each of the Issuer and the joint venture partner have to each other and to the Manager. The claims of the joint venture partner, the Manager and other secured creditors of the Issuer will have priority as to the assets of the Issuer over the claims of holders of the 3.45% Senior Notes.
Albemarle Corporation Issued Notes
In March 2021, Albemarle New Holding GmbH (the “Subsidiary Guarantor”), a wholly-owned subsidiary of Albemarle Corporation, added a full and unconditional guarantee (the “Upstream Guarantee”) to all debt securities of Albemarle Corporation (the “Parent Issuer”) issued and outstanding as of such date and, subject to the terms of the applicable amendment or supplement, securities issuable by the Parent Issuer pursuant to the Indenture, dated as of January 20, 2005, as amended and supplemented from time to time (the “Indenture”). No other direct or indirect subsidiaries of the Parent Issuer guarantee these securities (such subsidiaries are referred to as the “Upstream Non-Guarantors”). See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the debt securities issued by the Parent Issuer.
The current securities outstanding under the Indenture are the Parent Issuer’s unsecured and unsubordinated obligations and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Parent Issuer. All securities currently outstanding under the Indenture are effectively subordinated to the Parent Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. With respect to any series of securities issued under the Indenture that is subject to the Upstream Guarantee (which series of securities does not include the 5.05% Senior notes due 2032 or the 5.65% Senior notes due 2052 (collectively, the “2022 Notes”)), the Upstream Guarantee is, and will be, an unsecured and unsubordinated obligation of the Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Subsidiary Guarantor. All securities currently outstanding under the Indenture (other than the 2022 Notes) are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries other than the Subsidiary Guarantor. The 2022 Notes are effectively subordinated to all existing and future indebtedness and other liabilities of the Parent’s Subsidiaries, including the Subsidiary Guarantor.
For cash management purposes, the Parent Issuer transfers cash among itself, the Subsidiary Guarantor and the Upstream Non-Guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Parent Issuer and/or the Subsidiary Guarantor’s outstanding debt, common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Parent Issuer or the Subsidiary Guarantor to obtain funds from subsidiaries by dividend or loan.
The following tables present summarized financial information for the Subsidiary Guarantor and the Parent Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Issuer and the Subsidiary Guarantor and (ii) equity in earnings from and investments in any subsidiary that is an Upstream Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Summarized Statement of Operations
| $ in thousands | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | |||||||||
Net sales(a) | $ | 532,343 | $ | 521,976 | |||||||
| Gross profit | 325,971 | 296,868 | |||||||||
Loss before income taxes and equity in net income of unconsolidated investments(b) | (256,530) | (237,553) | |||||||||
| Loss attributable to the Subsidiary Guarantor and the Parent Issuer | (289,505) | (254,488) | |||||||||
(a) Includes net sales to Non-Guarantors of $175.8 million and $199.9 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
(b) Includes intergroup income to Non-Guarantors of $16.6 million and $5.0 million for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
Summarized Balance Sheet
| $ in thousands | September 30, 2026 | December 31, 2025 | |||||||||
Current assets(a) | $ | 2,494,002 | $ | 2,520,047 | |||||||
| Net property, plant and equipment | 884,556 | 790,786 | |||||||||
Other non-current assets(b) | 412,023 | 667,148 | |||||||||
Current liabilities(c) | $ | 4,701,583 | $ | 4,284,798 | |||||||
| Long-term debt | 1,373,572 | 2,621,531 | |||||||||
Other noncurrent liabilities(d) | 5,265,265 | 5,247,889 | |||||||||
(a) Includes receivables from Non-Guarantors of $1.9 billion and $1.9 billion at September 30, 2026 and December 31, 2025, respectively.
(b) Includes noncurrent receivables from Non-Guarantors of $4.3 million and $278.3 million at September 30, 2026 and December 31, 2025, respectively.
(c) Includes current payables to Non-Guarantors of $4.4 billion and $4.0 billion at September 30, 2026 and December 31, 2025, respectively.
(d) Includes noncurrent payables to Non-Guarantors of $4.9 billion and $4.9 billion at September 30, 2026 and December 31, 2025, respectively.
These securities are structurally subordinated to the indebtedness and other liabilities of the Upstream Non-Guarantors. The Upstream Non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to these securities or the Indenture under which these securities were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Subsidiary Guarantor has to receive any assets of any of the Upstream Non-Guarantors upon the liquidation or reorganization of any Upstream Non-Guarantors, and the consequent rights of holders of these securities to realize proceeds from the sale of any of an Upstream Non-Guarantor’s assets, would be effectively subordinated to the claims of such Upstream Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Upstream Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Upstream Non-Guarantors, the Upstream Non-Guarantors will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Subsidiary Guarantor.
Forward-looking Statements
Some of the information presented in this Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We have used words such as “ambition,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “should,” “would,” “will” and variations of such words and similar expressions to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results and expectations expressed or implied in the forward-looking statements.
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Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include those disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, as well as, without limitation, information related to: changes in economic and business conditions; product development; changes in financial and operating performance of our major customers and industries and markets served by us; the timing of orders received from customers; the gain or loss of significant customers; fluctuations in lithium market pricing, which could impact our revenues and profitability particularly due to our increased exposure to index-referenced and variable-priced contracts for battery grade lithium sales; changes with respect to contract renegotiations; potential production volume shortfalls; competition from other manufacturers; changes in the demand for our products or the end-user markets in which our products are sold; limitations or prohibitions on the manufacture and sale of our products; availability of raw materials; our rights to use water and our usage of water, particularly with respect to our early warning plan at our facilities in Chile; technological change and development; changes in our markets in general; fluctuations in foreign currencies; changes in trade policies and tariffs; political instability affecting our manufacturing operations or joint ventures; changes in accounting standards; the inability to achieve results from our global manufacturing cost reduction initiative as well as our ongoing continuous improvement and rationalization programs; changes in the jurisdictional mix of our earnings and changes in tax laws and rates or interpretation; changes in monetary policies, inflation or interest rates that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations; the ability to apply for and obtain government funding to support new operations; volatility and uncertainties in the debt and equity markets; decisions we may make in the future; expected benefits and expenses related to our ongoing and any future operating structure and asset optimization activities; timing of active and proposed restructuring and cost optimization projects; impacts of the situations in the Middle East, the tensions between China and Taiwan and the military conflict between Russia and Ukraine, and the related global responses; performance of our partners in joint ventures and other projects; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”).
These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. The following discussion should be read together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.
Summary of Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies and estimates from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, see Item 1 Financial Statements – Note 20, “Recently Issued Accounting Pronouncements” to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | ||||
There have been no significant changes in our interest rate risk, foreign currency exchange rate exposure, marketable securities price risk or raw material price risk from the information we provided in our Annual Report on Form 10-K for the year ended December 31, 2025, except as noted below.
We had variable interest rate borrowings of $17.8 million outstanding at September 30, 2026, bearing a weighted average interest rate of 2.13% and representing 1% of our total outstanding debt. A hypothetical 100 basis point increase in the interest rate applicable to these borrowings would change our annualized interest expense by $0.2 million as of September 30, 2026. We may enter into interest rate swaps, collars or similar instruments with the objective of reducing interest rate volatility relating to our borrowing costs.
Our financial instruments, which are subject to foreign currency exchange risk, primarily consist of foreign currency forward contracts with an aggregate notional value of $2.4 billion and with a fair value representing an asset position of $1.7 million at September 30, 2026. Fluctuations in the value of these contracts are generally offset by the value of the underlying exposures being hedged. We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of September 30, 2026, with all other variables held constant. A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in an increase of approximately $111.6 million in the fair value of our foreign currency forward contracts. A 10% depreciation of the U.S. Dollar against these foreign currencies would result in a decrease of approximately $116.9 million in the fair value of our foreign currency forward contracts. The sensitivity of the fair value of our foreign currency hedge portfolio represents changes
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in fair values estimated based on market conditions as of September 30, 2026, without reflecting the effects of underlying anticipated transactions. When those anticipated transactions are realized, actual effects of changing foreign currency exchange rates could have a material impact on our earnings and cash flows in future periods.
In June 2026, the Company entered into cross currency swaps with an aggregate notional amount of €1 billion to minimize the financial impact of changes in foreign currency exchange rates between the U.S. Dollar and Euro. The fair value of these cross currency swaps represented a net asset position of $9.1 million at September 30, 2026. These cross currency swaps qualify and have been designated as an effective net investment hedge of the Company's foreign currency exchange rate exposure of the net investments in foreign subsidiaries where the Euro serves as the functional currency. Gains or losses on the revaluation of these cross currency swaps to our reporting currency are recorded in Accumulated other comprehensive loss.
| Item 4. | Controls and Procedures. | ||||
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the third quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings. | ||||
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Additional information with respect to this Item 1 is contained in Note 8 to the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
| Item 1A. | Risk Factors. | ||||
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. The risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of operations and our financial condition. We do not believe that there have been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
| Item 5. | Other Information. | ||||
| Item 6. | Exhibits. | ||||
(a) Exhibits
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| #10.1 | |||||||||||
| #10.2 | |||||||||||
| 10.3 | |||||||||||
| *31.1 | |||||||||||
| *31.2 | |||||||||||
| *32.1 | |||||||||||
| *32.2 | |||||||||||
| *101 | Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2026, furnished in XBRL (eXtensible Business Reporting Language)). | ||||||||||
| *104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||||||||
| # | Management contract or compensatory plan or arrangement. | ||||
| * | Included with this filing. | ||||
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (iii) the Consolidated Balance Sheets at September 30, 2026 and December 31, 2025, (iv) the Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 and (vi) the Notes to the Condensed Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ALBEMARLE CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | November 4, 2026 | By: | /s/ NEAL R. SHEOREY | ||||||||||||||
| Neal R. Sheorey | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (principal financial officer) | |||||||||||||||||
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, J. Kent Masters, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | ||||
/s/ J. KENT MASTERS | ||
| J. Kent Masters | ||
| Chairman, President and Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Neal R. Sheorey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | ||||
/s/ NEAL R. SHEOREY | ||
| Neal R. Sheorey | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Albemarle Corporation (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Kent Masters, principal executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ J. KENT MASTERS | ||
| J. Kent Masters | ||
| Chairman, President and Chief Executive Officer | ||
| November 4, 2026 | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Albemarle Corporation (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neal R. Sheorey, principal financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ NEAL R. SHEOREY | ||
Neal R. Sheorey | ||
| Executive Vice President and Chief Financial Officer | ||
| November 4, 2026 | ||