Windfield financials added in Albemarle (NYSE: ALB) 10-K amendment

Rhea-AI Filing Summary

Albemarle Corporation filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add separate financial statements for Windfield Holdings Pty Ltd. These Windfield statements are required under Rule 3-09 of Regulation S-X and are provided as Exhibit 99.1.

Windfield was significant under Rule 3-09 for the year ended December 31, 2023, so the amendment includes unaudited consolidated financial statements for 2025 and 2024 and audited consolidated financial statements for 2023. The amendment also refreshes Part IV, Item 15 with related exhibits, including new CEO and CFO certifications and an accountants’ consent, while leaving all other disclosures from the original annual report unchanged.

Key Figures

Public float: $7.4 billion Shares outstanding: 117,847,220 shares Preferred dividend rate: 7.25%

3 metrics

Public float $7.4 billion Aggregate market value of common equity held by non-affiliates as of June 30, 2025

Shares outstanding 117,847,220 shares Common stock outstanding as of February 4, 2026

Preferred dividend rate 7.25% Rate on Series A Mandatory Convertible Preferred Stock represented by depositary shares

Key Terms

Rule 3-09 of Regulation S-X, large accelerated filer, Sarbanes-Oxley Act of 2002, Interactive Data Files, +1 more

5 terms

Rule 3-09 of Regulation S-X regulatory

"to include the separate financial statements of Windfield Holdings Pty Ltd (“Windfield”) as required under Rule 3-09 of Regulation S-X"

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

Sarbanes-Oxley Act of 2002 regulatory

"Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002."

Interactive Data Files technical

"*101 | Interactive Data Files (Annual Report on , December 31, 2025, furnished in XBRL (eXtensible Business Reporting Language))."

Mandatory Convertible Preferred Stock financial

"DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock"

A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.

How to Read a 10-K Annual Report →

false2025FY0000915913iso4217:USDxbrli:shares00009159132025-01-012025-12-310000915913us-gaap:CommonStockMember2025-01-012025-12-310000915913us-gaap:SeriesAPreferredStockMember2025-01-012025-12-3100009159132025-06-3000009159132026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 10-K/A

(Amendment No. 1)

________________________________________

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2025

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 001-12658

ALBEMARLE CORPORATION

(Exact name of registrant as specified in its charter)

Virginia						54-1692118
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4250 Congress Street, Suite 900

Charlotte, North Carolina 28209

(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

COMMON STOCK, $.01 Par Value

ALB

New York Stock Exchange

DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock

ALB PR A

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐ No  ☒

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 at least 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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.

Large accelerated filer

☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐ No  ☒

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $7.4 billion based on the last reported sale price of common stock on June 30, 2025, the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February 4, 2026: 117,847,220

Documents Incorporated by Reference

Portions of Albemarle Corporation’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on March 24, 2026 pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

On February 11, 2026, Albemarle Corporation (“Albemarle” or the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “Original Filing”).

This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Albemarle is being filed solely to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Windfield Holdings Pty Ltd (“Windfield”) as required under Rule 3-09 of Regulation S-X (“Rule 3-09”). The financial statements of Windfield for its fiscal year ended December 31, 2025 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.

Windfield was significant under Rule 3-09 for the fiscal year ended December 31, 2023, but not for the fiscal years ended December 31, 2025 and 2024. As a result, under Rule 3-09, we have included in this Amendment No. 1 unaudited consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 and audited consolidated financial statements for the year ended December 31, 2023.

Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV, Item 15 of the Original Filing to include, among other items, the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Windfield and certifications required to be filed as exhibits hereto.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 of the Company’s Annual Report on Form 10-K filed on February 11, 2026:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, Charlotte, North Carolina, PCAOB ID 238)

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, 2025, 2024 and 2023

Notes to the Consolidated Financial Statements

(a)(2) No Financial Statement Schedules are provided in accordance with Item 15(a)(2) as the information is either not applicable, not required or has been furnished in the Consolidated Financial Statements or Notes thereto.

(a)(3)						Exhibits
						The following documents are filed as exhibits to this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on February 11, 2026:
*23.7						Consent of KPMG.
*31.1						Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended.
*31.2						Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended.
*32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*99.1						Financial Statements of Windfield Holdings Pty Ltd for the year ended December 31, 2025.
*101						Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, 2025, furnished in XBRL (eXtensible Business Reporting Language)).
*104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Included with this filing.

(c) The financial statements of Windfield Holdings Pty Ltd included in Exhibit 99.1 for the year ended December 31, 2025 are filed as part of Item 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and should be read in conjunction with the Company's consolidated financial statements filed with the Company’s Annual Report on Form 10-K filed on February 11, 2026.

Albemarle Corporation and Subsidiaries

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
By:						/S/    J. KENT MASTERS
						(J. Kent Masters)
						Chairman, President and Chief Executive Officer

Dated: March 31, 2026

FAQ

What does Albemarle (ALB) change in its 2025 10-K/A amendment?

Albemarle’s amendment updates only Part IV, Item 15 of its 2025 annual report. It adds Windfield Holdings Pty Ltd’s separate financial statements and related exhibits, without altering the company’s previously reported consolidated financial results or other disclosures from the original filing.

Why are Windfield Holdings financial statements included in Albemarle’s 10-K/A?

Windfield Holdings Pty Ltd was significant to Albemarle under Rule 3-09 of Regulation S-X for 2023. This rule requires separate financial statements for significant investees, so Albemarle filed Windfield’s 2025, 2024, and 2023 financial statements as Exhibit 99.1 in the amendment.

Which Windfield financial periods are presented in Albemarle’s 10-K/A?

The amendment includes unaudited consolidated financial statements of Windfield for the fiscal years ended December 31, 2025 and 2024, and audited consolidated financial statements for the year ended December 31, 2023, satisfying the significance-based disclosure requirements under Rule 3-09 of Regulation S-X.

Does Albemarle’s 10-K/A amendment affect its previously filed 2025 results?

The amendment does not change Albemarle’s previously filed consolidated financial statements or other sections of its 2025 annual report. It only supplements Part IV, Item 15 with Windfield’s financial statements, new CEO and CFO certifications, and an accountants’ consent exhibit.

What new exhibits does Albemarle add in this 10-K/A filing?

Albemarle adds several exhibits, including a KPMG consent, updated CEO and CFO certifications under Rules 13a-15 and 15d-15 and Section 906, Windfield’s financial statements as Exhibit 99.1, and updated XBRL interactive data files related to the company’s annual report.

How large is Albemarle’s public float and share count in this filing?

The filing states Albemarle’s voting and non-voting common equity held by non-affiliates had an aggregate market value of about $7.4 billion as of June 30, 2025, with 117,847,220 common shares outstanding as of February 4, 2026.