UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 3010, 2025

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ALBEMARLE CORPORATION

(Exact name of registrant as specified in charter)

_________________________________

Virginia

001-12658

54-1692118

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS 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

Not applicable

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On ~~July~~August 3011, 2025, Albemarle Corporation (the “Company”) ~~and~~announced J.changes ~~Kent~~to ~~Masters,~~its ~~the~~organizational ~~Company’s~~structure ~~President~~that ~~and~~resulted Chief Executive Officer and Chairman of the Board, entered into an Amended and Restated Executive Employment Agreement (the “New Employment Agreement”) and an Amended and Restated Severance Compensation Agreement (the “New Change in ~~Control~~Netha ~~Agreement”)~~N. ~~The New Employment Agreement amends and restates the Amended and Restated Employment Agreement~~Johnson, ~~dated~~Chief ~~March~~Operations 15Officer, ~~2023,~~leaving ~~between Mr. Masters and~~ the Company ~~(the~~effective ~~“Original~~August ~~Employment Agreement”). The New Change in Control Agreement amends and restates the Amended and Restated Severance Compensation Agreement~~10, ~~dated March 15, 2023, between Mr~~2025. ~~Masters and the Company (the “Original Change in Control Agreement”).~~

~~The~~(c) Mark ~~New~~M. ~~Employment~~Mummert, ~~Agreement~~age ~~extends~~57, will succeed Mr. ~~Masters’~~Johnson ~~employment~~as Chief Operations Officer. Mr. Mummert has served as ~~the~~Senior ~~Company’s~~Vice President and Chief ~~Executive~~Capital, Resources and Integrated Supply Chain Officer ~~through~~since ~~March~~November ~~30,~~2024. ~~2027~~Since joining the Company in 2019, ~~unless~~he ~~sooner~~served ~~terminated~~as ~~pursuant~~Chief toOperating ~~its~~Officer ~~terms.~~for ~~The~~the ~~Board~~Energy ofStorage ~~Directors~~business ~~has~~until ~~elected~~May to2024 ~~extend~~when ~~Mr.~~he ~~Masters’~~was ~~employment~~appointed ~~given~~as ~~his~~Senior ~~extensive~~Vice ~~leadership~~President, Capital Projects and ~~industry~~Integrated ~~expertise~~Supply ~~providing~~Chain. ~~continuity~~Before asjoining the Company, ~~continues~~Mr. toMummert ~~navigate~~held aprogressive ~~successful~~leadership ~~restructuring~~roles in supply chain and aglobal ~~dynamic~~operations ~~period~~at ~~for~~FMC ~~the~~Corporation. ~~industries~~His ~~the~~industry experience also includes 20 years with Rohm and Haas Company ~~serves~~in various manufacturing and engineering roles. Additionally, Mr. Mummert previously served in roles with The Dow Chemical Company.

~~Mr.~~ ~~Masters~~The ~~will~~material ~~continue~~terms toand ~~receive~~conditions ~~an annual base salary~~ of ~~$1,400,000~~Mr. ~~and will continue to be eligible for an annual bonus under the Company~~Mummert’s ~~annual~~employment, ~~incentive~~effective ~~plan~~August ~~with~~11, a2025, ~~target~~are ~~amount~~summarized ~~of 150% of his annual base salary and a maximum amount of 200% of his target amount.~~ below:

~~Mr.~~•Annual ~~Masters~~base ~~will~~salary ~~be eligible for annual grants~~ of ~~long-term incentive awards under the Company’s long term incentive program in 2026 (the “2026 LTI Grants”). Time-based 2026 LTI Grants will vest on March 30~~$550, 2027, subject to Mr. Masters’ continued employment through such date. Performance-based 2026 LTI Grants will require continued employment through March 30, 2027, and will vest at the end of the applicable performance period based on the actual level of performance goals achieved.000;

If•Participation ~~Mr. Masters’ employment is terminated upon (i) expiration of the term of the New Employment Agreement or (ii) the appointment of a successor CEO prior to such expiration,~~ in ~~each case, other than for “cause” (as defined in~~ the ~~New Employment Agreement) and outside of a change of control protection period, Mr. Masters will receive, subject to his execution of a release of claims in favor of the~~ Company’s ~~and his compliance in all material respects with all applicable restrictive covenants in the New Employment Agreement and any other agreement with the Company, (i) his accrued benefits, (ii) an~~ annual ~~bonus~~incentive ~~based~~plan ~~on actual level of performance~~ (~~prorated for the number of days employed if such termination occurs in 2027~~“AIP”), ~~(iii)~~at ~~if such termination occurs in 2026, an amount equal to~~ the ~~base salary he would have received through the end of 2026, (iv)~~ continued ~~vesting~~target of ~~the~~80% ~~2026 LTI Grants (as described above) and (v) financial counseling. If Mr. Masters’ employment is terminated under circumstances that would have resulted in accelerated vesting~~ of ~~the~~eligible 2026 LTI Grants pursuant to the Original Employment Agreement, such vesting will be contingent on his continued compliance in all material respects with all applicable restrictive covenants in the New Employment Agreement and any other agreement with the Company through March 30, 2027. The New Employment Agreement includes non-competition and non-solicitation covenants for a three-year post-employment period. earnings;

~~The~~•A ~~New~~long-term ~~Change~~incentive ingrant ~~Control~~under ~~Agreement extends~~ the Company’s long-term ofincentive ~~the~~plan ~~Original~~for ~~Change~~2026 inwith ~~Control~~a ~~Agreement~~total ~~through~~target ~~March~~value ~~30,~~of ~~2027~~$1,400,000, ~~unless sooner terminated pursuant~~ to ~~its~~be ~~terms.~~awarded ~~The~~during ~~New Employment Agreement and~~ the ~~New~~first ~~Change~~quarter inof ~~Control~~2026, ~~Agreement~~expected ~~contain other terms substantially similar~~ to ~~the~~be ~~terms~~a combination of ~~the~~performance ~~Original~~share ~~Employment~~units, ~~Agreement~~RSUs and/or ~~the~~stock ~~Original~~options; ~~Change in Control Agreement, respectively.~~ and

•Continuing eligibility to participate in the Company’s standard benefit programs for executives, subject to the terms and conditions of the applicable program or successor program.

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: August 4, 2025	By:	/s/ Ander C. Krupa
Date: August 12, 2025	By:	/s/ Ander C. Krupa
		Ander C. Krupa
		Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
		Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

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