Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements and Policies
No director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the quarter ended March 31, 2025 .
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Item 6. Exhibits.
(a) Exhibits
2.1 – Share Purchase Agreement, dated March 25, 2025, by and among AG III Investment Limited Partnership, an investment limited partnership ( toshi jigyo yugen sekinin kumiai) organized and existing under the Laws of Japan, AG Chorus Limited Partnership, an exempted limited partnership organized and existing under the Laws of the Cayman Islands, AG Concert Limited Partnership, an exempted limited partnership organized and existing under the Laws of the Cayman Islands , Quaker C hemical Corporation, a Penns ylvania Corporation and Quaker Chemical Co rporation, a Del aware corporation . * ^ ^
3.1
– 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.
3.2
– 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 Registrant and Renato Carvalho dated January 23, 2012.*†^
10.2 – Change in Control Agreement by and between Registrant and Renato Carvalho dated March 1, 2025.*†
10.3 – Employment Agreement by and between Registrant and Albert Ma dated April 1, 2016.*†^
10.4 – Change in Control Agreement by and between Registrant and Albert Ma dated March 1, 202 5 *†
10.5 – Employment Agreement by and between Registrant and Miguel Moreno dated July 2, 2018.*†^
10.6 – Change in Control Agreement by and between Registrant and Miguel Moreno dated March 1, 2025.*†
31.1
– Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
31.2
– Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
32.1
– Certification of Chief Executive Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
32.2
– Certification of Chief Financial Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
101.INS
– Inline XBRL Instance Document*
101.SCH
– Inline XBRL Taxonomy Schema Document*
101.CAL
– Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF
– Inline XBRL Taxonomy Definition Linkbase Document*
101.LAB
– Inline XBRL Taxonomy Label Linkbase Document*
101.PRE
– Inline XBRL Taxonomy Presentation Linkbase Document*
104
– Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)*
* Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan.
^ Certain portions of the exhibits that are not material and are of the type Quaker Houghton treats as confidential have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the SEC upon request
^^ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange commission a copy of any omitted exhibits and schedules upon request.
*********
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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
(Registrant)
/s/ Thomas Coler
Date: May 1, 2025
Thomas Coler, Executive Vice President, Chief Financial Officer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)
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