ALB · Albemarle Corporation

Amendment Context and Purpose

This Form 10-K/A is filed solely to incorporate the separate financial statements of Windfield Holdings Pty Ltd, a non-wholly-owned subsidiary, as required under Rule 3-09 of Regulation S-X. The filing explicitly states that it does not change any other information set forth in Albemarle's Original Filing from February 11, 2026. Windfield was deemed significant for the fiscal year ended December 31, 2023, triggering the requirement to file these statements. Investors should view this as a compliance disclosure providing transparency into a major equity method investment rather than an indicator of new operational developments at the Albemarle parent level.

Significance Determination and Timing

The Rule 3-09 significance test is applied annually, and a subsidiary's classification can change based on the relative size of its assets, revenues, and net income compared to the parent company. Windfield met the significance threshold for fiscal 2023, requiring the separate financial statement disclosure included in this amendment. The fact that Windfield did not meet the significance tests for 2024 or 2025 reflects the dynamic nature of these calculations, which are influenced by both the subsidiary's performance and the parent company's changing financial profile. This timing difference explains why the detailed statements are provided via amendment for a prior period rather than alongside current-year reporting.

Investor Implications

For investors analyzing Albemarle's consolidated financials, this amendment provides essential visibility into one of its key equity method investments. The Greenbushes operation, managed through Windfield, represents a strategically important asset in the lithium supply chain. While the parent company's equity method accounting already captures Windfield's earnings contribution in aggregate, the separate statements allow investors to assess the underlying operational dynamics, related party arrangements, and financial health of this joint venture independently. The disclosure supports more informed valuation analysis by revealing the quality and sustainability of earnings flowing through to Albemarle's bottom line.

Compliance and Governance Perspective

The amendment demonstrates Albemarle's commitment to regulatory compliance and transparent disclosure practices. By proactively addressing the Rule 3-09 requirement through this amendment, the company ensures that investors have access to materially relevant information about significant equity method investments, even when timing differences create procedural delays. This approach aligns with SEC expectations for subsidiary disclosure and maintains the integrity of the public filing record. Investors should note that the absence of changes to Albemarle's original filing confirms the parent-level financial statements were complete and accurate as originally reported.