Albemarle Corp Enters Material Agreement, Discloses Impairments

TL;DR

ALB signed a big deal and took some hits, more details to come.

AI Summary

Albemarle Corporation (ALB) announced on October 23, 2025, that it entered into a material definitive agreement. The company also disclosed material impairments and provided a Regulation FD disclosure. Specific details regarding the agreement, impairments, or financial statements were not provided in this filing excerpt.

Why It Matters

This filing indicates significant corporate actions by Albemarle, potentially impacting its financial health and future business strategies.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and impairments, which can signal significant financial or operational changes that carry inherent risks.

Key Players & Entities

• Albemarle Corporation (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• Virginia (jurisdiction) — State of incorporation
• 54-1692118 (tax_id) — IRS EIN

FAQ

Key Financial Figures

• $536 million — "), Albemarle will receive an estimated $536 million in cash and will own common units of Ho
• $800.0 m — chase price for the Purchased Shares is $800.0 million, less the value ascribed to the C
• $32.5 million — d to pay Albemarle a termination fee of $32.5 million (the "Termination Fee"). In connection
• $181.5 m — charge in the third quarter of 2025 of $181.5 million, representing the full value of g
• $125 million — million in cash (which is approximately $125 million in U.S. dollars based on current curren
• $660 million — ve an aggregate amount of approximately $660 million in cash proceeds from the Transaction a

Filing Documents

• alb-20251023.htm (8-K) — 49KB
• a10-27x20258xkexhibit21.htm (EX-2.1) — 1070KB
• a10-27x20258xkexhibit991.htm (EX-99.1) — 8KB
• a10-27x20258xkexhibit992.htm (EX-99.2) — 24KB
• image_0.jpg (GRAPHIC) — 34KB
• image_0a.jpg (GRAPHIC) — 9KB
• image_1a.jpg (GRAPHIC) — 80KB
• 0000915913-25-000153.txt ( ) — 1679KB
• alb-20251023.xsd (EX-101.SCH) — 2KB
• alb-20251023_def.xml (EX-101.DEF) — 6KB
• alb-20251023_lab.xml (EX-101.LAB) — 27KB
• alb-20251023_pre.xml (EX-101.PRE) — 17KB
• alb-20251023_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 25, 2025, Albemarle Corporation, a Virginia corporation (the "Albemarle"), Ketjen Corporation, a Delaware corporation ("Ketjen") that is a wholly-owned subsidiary of Albemarle, and ChemCat AcquisitionCo, LLC, a Delaware limited liability company (the "Purchaser"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Albemarle agreed to pursue a series of transactions that will result in the sale of a portion of the common stock of Ketjen (the "Purchased Shares") to the Purchaser and the contribution of the remaining common stock of Ketjen (the "Contributed Shares") to ChemCat Holdings, LP, a newly-formed Delaware limited partnership ("Holdco"), that was organized by and is affiliated with KPS Capital Partners LP, a New York based private equity firm ("KPS"). At the closing of the sale, contribution and other transactions contemplated by the Stock Purchase Agreement (collectively, the "Transaction"), Albemarle will receive an estimated $536 million in cash and will own common units of Holdco (the "Rollover Equity"). In connection with the Transaction, Ketjen will effectuate a series of carve-out transactions that, among other things, will include the Eurecat Sale (as defined in Item 8.01 below) and the transfer of its performance catalysts solutions business to Albemarle or one or more of its affiliates. Ketjen's business at the closing of the Transaction will consist of developing, manufacturing (including through toll manufacturing arrangements), and marketing catalysts and related products on a global basis. The Transaction is expected to close in the first half of 2026 upon the satisfaction or waiver of the closing conditions contained in the Stock Purchase Agreement. Under the Stock Purchase Agreement, the purchase price for the Purchased Shares is $800.0 million, less the value ascribed to the Contributed Shares pursuant to the terms and conditions of th

06 Material Impairments

Item 2.06 Material Impairments. In connection with the transactions described under Item 1.01 and Item 8.01 of this Current Report on Form 8-K, on October 25, 2025, Albemarle concluded that the purchase prices provided by the stock purchase agreements for the Transaction and the Eurecat Sale (as defined in Item 8.01 below) were indicative of impairment as of September 30, 2025. As a result, Albemarle expects to record a non-cash goodwill impairment charge in the third quarter of 2025 of $181.5 million, representing the full value of goodwill associated with the Refining Solutions reporting unit as of September 30, 2025. In addition, on October 25, 2025, Albemarle determined that the Refining Solutions reporting unit, inclusive of Albemarle's ownership interest in Eurecat S.A., met the criteria to be classified as held for sale in Albemarle's consolidated financial statements. Upon classification as held for sale, the entire disposal group is measured at the lower of its carrying amount or its fair value less costs to sell which could affect the carrying amount reported for the Refining Solutions reporting unit and could result in future impairment charges in the consolidated financial statements. The considerations above are based on management's estimates and assumptions and may change as the transactions progress.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 23, 2025, Ketjen issued a press release regarding the Eurecat Sale (as defined in Item 8.01 below), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On October 27, 2025, Albemarle issued a press release regarding the Transaction, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and in Exhibits 99.1 and 99.2 hereto shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

01 Other Information

Item 8.01 Other Information. On October 23, 2025, Ketjen entered into a share purchase agreement (the "Eurecat Sale Agreement") with Axens SA, a socit anonyme incorporated under the laws of France ("Eurecat Purchaser"). Pursuant to the terms and subject to the conditions set forth in the Eurecat Sale Agreement, Eurecat Purchaser has agreed to acquire all of Ketjen's interest in Eurecat S.A., a joint venture between Ketjen and Eurecat Purchaser (such transaction, the "Eurecat Sale"). The Eurecat Sale is currently expected to close in the first half of 2026, subject to customary closing conditions, and the purchase price to be paid to Ketjen in connection with the transaction is 105 million in cash (which is approximately $125 million in U.S. dollars based on current currency exchange rates). Albemarle expects to receive an aggregate amount of approximately $660 million in cash proceeds from the Transaction and the Eurecat Sale. The Company expects to use these proceeds for debt reduction and other general corporate purposes.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 2.1* Stock Purchase Agreement, by and among Albemarle Corporation, Ketjen Corporation and ChemCat AcquisitionCo, LLC, dated as of October 25, 2025. 99.1 Press Release, dated October 23, 2025. 99.2 Press Release, dated October 27, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Albemarle hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Stock Purchase Agreement. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Certain information contained herein and in the exhibits hereto that are not statements of historical fact or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties, often contain words such as "anticipate," "believe," "estimate," "expect," "guidance," "intend," "may," "should," "would," "will," "outlook," and "scenario." The forward-looking statements contained herein and in the exhibits hereto include, without limitation, statements related to the planned sale of a controlling stake in Ketjen and the amount of the proceeds for the controlling stake in Ketjen and Albemarle's interest in Eurecat S.A.; the timing for completion of the Transaction and Eurecat Sale the ability of the parties to close the Transaction and Eurecat Sale, including obtaining regulatory approvals and meeting other closing conditions Albemarle's expected accounting classification of the Ketjen business following entering into the Stock Purchase Agreement and the Eurecat Sale Agreement and the related accounting treatment, including the amount and timing of any impairme

SIGNATURES

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 hereunto duly authorized. ALBEMARLE CORPORATION Date: October 27, 2025 By: /s/ Ander C. Krupa Ander C. Krupa Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR