Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 1.01 Entry into a Material Definitive Agreement. On October 29, 2026, Albemarle Corporation (the “Company”) entered into a credit agreement (the “2026 Credit Agreement”) among the Company, the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent. The 2026 Credit Agreement provides for an unsecured revolving credit facility in the amount of up to $1.5 billion.…
Filed Oct 30, 2026Accepted Oct 30, 2026, 4:15 PM EDTCIK 915913Accession 0000915913-26-000124
Albemarle Corporation (NYSE: ALB) is a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity and health. We partner to pioneer new ways to move, power, connect and protect with people and planet in mind. A reliable and high-quality global supply of lithium and bromine allows us to deliver advanced solutions for our customers. Learn more about how the people of Albemarle are enabling a more resilient world at Albemarle.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On October 29, 2026, Albemarle Corporation (the “Company”) entered into a credit agreement (the “2026 Credit Agreement”) among the Company, the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent. The 2026 Credit Agreement provides for an unsecured revolving credit facility in the amount of up to $1.5 billion. The facility matures on October 29, 2031.
Borrowings under the 2026 Credit Agreement bear interest at variable rates based on the applicable benchmark rate for the currency in which such borrowings are denominated, plus an applicable margin determined by reference to the Company’s credit ratings.
Borrowings under the 2026 Credit Agreement are conditioned upon satisfaction of certain customary conditions precedent, including the absence of defaults. The 2026 Credit Agreement includes customary affirmative and negative covenants and includes a financial covenant requiring the Company to maintain a Consolidated Leverage Ratio (as such term is defined in the 2026 Credit Agreement) of less than or equal to 3.50:1.00 as of the end of each fiscal quarter during the term of the 2026 Credit Agreement. At the Company's election, this ratio may be increased by 0.50:1.00 for four consecutive fiscal quarters following certain acquisitions financed with more than $500 million of debt. The 2026 Credit Agreement also contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness. The occurrence of an event of default under the 2026 Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the commitments being terminated.
Certain of the Lenders and their affiliates have provided, and may in the future provide, commercial banking, investment banking and other services to the Company, for which they have received and may receive customary fees.
The foregoing description of the 2026 Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the 2026 Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement.
In connection with entry into the 2026 Credit Agreement, on October 29, 2026, the Company terminated its existing Amended and Restated Credit Agreement, dated as of October 28, 2022 (as amended, the “2022 Credit Agreement”), among the Company, Albemarle Europe Srl, the lenders party thereto, and Bank of America, N.A., as administrative agent.
The 2022 Credit Agreement was scheduled to mature on October 28, 2028.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 26, 2026, the Board of Directors of the Company adopted amended and restated bylaws of the Company (the “Bylaws”), effective immediately. The amendments provide that, subject to the procedures and requirements set forth in the Bylaws, the Company’s Secretary will call a special meeting of shareholders upon the valid written request of one or more shareholders of record owning at least 20% of the Company’s outstanding shares entitled to vote at the meeting. The amendments also include updates to the Company’s advance notice provisions and other technical, clarifying and modernizing revisions.
The foregoing description of the amendment and restatement of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.