What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-05-04 compared with 2022-11-03 · 32 added, 62 removed, 14 unchanged (87% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information concerning shares of the

Company’s common stock acquired

by the Company during

the period covered by this Report:

Approximate Dollar

Shares Purchased

Publicly Announced

Purchased Under the

Purchased (1)

Per Share (2)

Plans or Programs

Plans or Programs (3)

July 1 - July 31

August 1 - August 31

September 1 - September 30

All of these shares were acquired from employees related to the surrender

of Quaker Chemical Corporation shares in

payment of the exercise price of employee stock options exercised or

for the payment of taxes upon exercise of employee

stock options or the vesting of restricted stock awards or units.

The price paid for shares acquired from employees pursuant to employee

benefit and share-based compensation plans is

based on the closing price of the Company’s

common stock on the date of exercise or vesting as specified by the plan

pursuant to which the applicable option, restricted stock award, or restricted

stock unit was granted.

On May 6, 2015, the Board of Directors of the Company approved, and the

Company announced, a share repurchase

program, pursuant to which the Company is authorized to repurchase up to

$100,000,000 of Quaker Chemical Corporation

common stock (the “2015 Share Repurchase Program”), and it has no expiration

There were no shares acquired by the

Company pursuant to the 2015 Share Repurchase Program during the

quarter ended September 30, 2022.

The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the period covered by this Report:

Purchased (1) (b)

Per Share (2) (c)

Total Number of

Shares Purchased as part of Publicly Announced Plans or Programs (d)

Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)

January 1 - January 31 103 $ 196.87 — $ 86,865,026

February 1 - February 28 30,521 $ 215.44 — $ 86,865,026

March 1 - March 31 5,033 $ 193.28 — $ 86,865,026

Total 35,657 $ 201.86 — $ 86,865,026

(1) All of these shares were acquired from employees related to the surrender of Quaker Chemical Corporation shares in payment of the exercise price of employee stock options exercised or for the payment of taxes upon exercise of employee stock options or the vesting of restricted stock awards or units.

(2) The price paid for shares acquired from employees pursuant to employee benefit and share-based compensation plans is based on the closing price of the Company’s common stock on the date of exercise or vesting as specified by the plan pursuant to which the applicable option, restricted stock award, or restricted stock unit was granted.

(3) On May 6, 2015, the Board of Directors of the Company approved, and the Company announced, a share repurchase program, pursuant to which the Company is authorized to repurchase up to $100,000,000 of Quaker Chemical Corporation common stock (the “2015 Share Repurchase Program”), and it has no expiration date.

There were no shares acquired by the Company pursuant to the 2015 Share Repurchase Program during the quarter ended March 31, 2023.

Limitation on the Payment of Dividends

The Amended Credit Facility has certain limitations on the payment of

dividends and other so-called restricted payments.

Note 14 of Notes to Condensed Consolidated Financial Statements, in Part

I, Item 1, of this Report.

The Credit Facility has certain limitations on the payment of dividends and other so-called restricted payment covenants.

See Note 14 of Notes to Condensed Consolidated Financial Statements, in Part I, Item 1, of this Report.

Table of Content

– Amended and Restated Articles of Incorporation (as amended through July 24, 2019).

Incorporated by reference to

Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q filed on August 1, 2019.

Restated By-laws (effective May 6, 2015, as amended through March 27, 2020).

Incorporated by reference to Exhibit

3.2 as filed by the Registrant within its quarterly report on Form 10-Q filed on May 11, 2020.

Incorporated by reference to Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q filed on August 1, 2019.

– Amended and Restated By-laws (effective December 19, 2022).

Incorporated by reference to Exhibit 3.1 as filed by the Registrant within its current report on Form 8-K on December 20, 2022 .

10.1 – Employment Agreement by and between the Registrant and Jeffrey Fleck dated January 23, 2023, effective February 27, 2023.*†

10.2 – Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Jeffrey Fleck).

10.3 – Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.*†

– Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

5 unchanged sentences

– Inline XBRL Instance Document*

Inline XBRL Taxonomy

Schema Document*

Inline XBRL Taxonomy

Calculation Linkbase Document*

Inline XBRL Taxonomy

Definition Linkbase Document*

Inline XBRL Taxonomy

Label Linkbase Document*

Inline XBRL Taxonomy

Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101.INS)*

– Inline XBRL Taxonomy Schema Document*

– Inline XBRL Taxonomy Calculation Linkbase Document*

– Inline XBRL Taxonomy Definition Linkbase Document*

– Inline XBRL Taxonomy Label Linkbase Document*

– Inline XBRL Taxonomy Presentation Linkbase Document*

– Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)*

* Filed herewith.

1 unchanged sentence

† Management contract or compensatory plan.

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 thereunto duly authorized.

Table of Content

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 thereunto duly authorized.

QUAKER CHEMICAL CORPORATION

November 3, 2022

Senior Vice President, Chief Financial

Officer (officer duly authorized on behalf of, and principal

financial officer of, the Registrant)

Hostetter, Senior Vice President, Chief Financial Officer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities