What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-24 · 44 added, 47 removed, 145 unchanged (39% of the section changed)

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and Asia/Pacific.

The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, specialty greases, offshore sub-sea energy control fluids, rolling lubricants, rod and wire drawing fluids and surface treatment chemicals.

The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, surface solutions, specialty greases, offshore sub-sea energy control fluids, rolling lubricants, and rod and wire drawing fluids.

The following are the respective contributions to consolidated net sales of each of our principal product lines representing more than 10% of consolidated net sales for any of the past three years based on the Company’s current product line segmentation:

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Hydraulic fluids 12.2 % 14.2 % 14.1 %

Surface solutions 10.9 % 5.2 % 5.0 %

Sales Revenue

The Company’s sales worldwide are made directly through its own employees and its Fluidcare TM programs, with the balance sold through distributors and agents.

The majority of the Company’s sales worldwide are made directly through its own employees and its Fluidcare TM programs, with the balance sold through distributors and agents.

The Company’s employees typically visit the plants of customers regularly, work on site, and through training and experience, identify production needs which can be resolved or otherwise addressed either by utilizing the Company’s existing products or by applying new formulations developed in its laboratories.

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Quaker Houghton uses approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals, surfactant agents and various chemical compounds that act as additives to our base formulations.

Quaker Houghton utilizes a significant number of raw materials derived from crude oil and natural gas.

The price of mineral oil and its derivatives can be affected by the price of crude oil and industry refining capacity.

Animal fat and vegetable oil prices, as well as the prices of other raw materials, are impacted by their own unique supply and demand factors, and by biodiesel consumption, which in turn can be affected by the price of crude oil and by government incentives for low-carbon fuels.

Accordingly, significant fluctuations in the price of crude oil can have a material impact on the cost of these raw materials.

In addition, many of the raw materials used by Quaker Houghton are commodity chemicals which can experience significant price volatility.

Quaker Houghton uses a significant number of raw materials derived from crude oil and natural gas.

Other than of mineral oils, most of these raw material inputs are fourth to sixth generation derivatives of crude oil and natural gas, which are subject to volatile oil and gas prices and can cause significant variations in our raw materials costs.

Oleochemicals are impacted by their own unique supply and demand factors.

As experienced during 2025 and 2024, the Company’s earnings have been and could continue to be affected by market changes in raw material prices.

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and in various foreign countries, some of which may be material to its business, with the earliest patent expiry in 2026.

The Company principally relies on its proprietary formulae and its applications know-how and experience to meet customer needs.

The Company principally relies on its proprietary formulas and its applications know-how and experience to meet customer needs.

Quaker Houghton products are identified by numerous trademarks that are registered throughout its marketing area.

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Recent Acquisition Activity

Subsequent to the date of these financial statements, in February 2025, the Company acquired Chemical Solutions & Innovations (Pty) Ltd.

(“CSI”), for approximately $3.9 million, subject to routine and customary post-closing adjustments.

In April 2025, the Company acquired Dipsol Chemicals Co., Ltd.

and its subsidiaries, (“Dipsol”).

Dipsol is headquartered in Japan and is a leading supplier of surface treatment and plating solutions and services primarily for the automotive and other industrial applications end markets.

Dipsol has operations in several countries and these operations are reported within the Company’s respective Americas, EMEA, and Asia/Pacific segments.

This acquisition expands the Company’s advanced solutions businesses in attractive end markets with solid growth characteristics.

Dipsol also provides significant cross-selling opportunities and enhances the Company’s ability to meet the needs of our customers across the globe.

In April 2025, the Company acquired Natech, Ltd., (“Natech”).

Natech is based in the United Kingdom and is a manufacturer of surface treatment chemicals for a variety of industrial applications.

Natech is reported as part of the EMEA reportable segment.

This acquisition strengthens Quaker Houghton’s overall surface treatment product and application capabilities within Europe.

In February 2025, the Company acquired Chemical Solutions & Innovations (Pty) Ltd.

CSI is based in South Africa and is a supplier of metalworking fluids and lubricants to the South African market.

CSI will be reported as part of the EMEA reportable segment.

CSI is reported as part of the EMEA reportable segment.

This acquisition strengthens Quaker Houghton’s position in South Africa and expands the Company’s presence in that region.

In July 2024, the Company acquired the Sutai Group (“Sutai”), for approximately $16.2 million, including an initial cash payment of $14.6 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels, as well as earn-out provisions with an initial estimated payout of $1.6 million related to the finalization of 2024 and 2025 earnings.

Assets acquired included cash and cash equivalents of $5.5 million.

In July 2024, the Company acquired the Sutai Group (“Sutai”).

Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries.

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This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets.

During February 2024, the Company acquired I.K.V.

Tribologie IKVT and its subsidiaries (“IKV”) for $35.2 million, including an initial cash payment of $29.7 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels as well as earn-out provisions related to the finalization of 2023 earnings.

Assets acquired included approximately $4.8 million of cash and cash equivalents.

In February 2024, the Company acquired I.K.V.

Tribologie IKVT and its subsidiaries (“IKV”).

IKV, which is part of the Company’s EMEA segment, specializes in high-performance lubricants and greases, including original equipment manufacturer first-fill greases that are primarily used in the automotive, aerospace, electronics and other industrial markets.

The acquisition of IKV strengthens the Company’s position in first-fill greases.

The results of operations of Sutai and IKV subsequent to the acquisition dates are included in the Consolidated Statements of Operations for the year ended December 31, 2024.

Regulatory Matters

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The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the Chief Operating Decision Maker assesses the Company’s performance.

During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure.

The Company’s new structure includes three reportable segments:

The Company has three reportable segments:

(i) Americas;

and (iii) Asia/Pacific.

Prior period information has been recast to align with the Company’s business structure as of January 1, 2023, including reportable segments and customer industry disaggregation.

See Notes 4, 5, and 15 of Notes to Consolidated Financial Statements in Item 8 of this Report.

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The approach is supported by recommendations to our employees regarding volunteering opportunities, such as environmental conservation, STEM education, community health, safety and development opportunities for underrepresented groups.

In 2024, we expanded our donation-matching and grantmaking programs to impact our local communities globally with matching and grants available to eligible organizations across the globe.

In 2025, we continued our donation-matching and grantmaking programs to impact our local communities globally with matching and grants available to eligible organizations across the globe.

Sustainability Governance and Strategy

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These risks and uncertainties are further described in Item 1A of this Report.

In 2020, we completed an impact materiality assessment identifying critical environmental, social, and governance topics that our sustainability program was founded on in 2021.

Since then we have made significant progress towards our strategy to Innovate Together for a Better Tomorrow, Protect Our Planet, Empower Our Colleagues and Communities, and Source Our Materials Responsibly.

Details of that progress can be found in our Sustainability Report.

In 2024, the Company initiated its first double materiality assessment to identify its material sustainability impacts, risks and opportunities as a part of Corporate Sustainability Responsibility Directive (“CSRD”) compliance.

The potential impacts of this assessment are still being evaluated.

In 2024, we achieved eighteen of the twenty internal sustainability goals set to support our strategy.

The Company increased its renewable electricity usage by approximately 5% compared to 2023 and implemented over 167 projects to reduce waste, water and energy usage.

The Company consumes approximately 76% of its electricity consumption from renewable and zero carbon sources.

Additionally, the Company launched its See Beyond™ portfolio of sustainable solutions and avoided or eliminated over 23,000 metric tons of waste at Fluidcare TM customer locations.

Finally, we achieved zero serious injury recordables and exceeded our industry’s standard for volunteering.

We plan to provide further progress updates in our 2024 Sustainability Report.

Sustainability Report

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Our leaders have access to training on coaching, performance and rewards, development planning and change management, as well as specialized opportunities for external coaching, leadership assessments, or external development programs.

We continue to utilize a robust process in which each department’s talent landscape is evaluated, talent is assessed, critical roles are identified, and succession planning occurs.

Output of these processes results in career development and other related talent plans designed to ensure we have the talent we need to deliver results both now and in the future.

In 2025, we introduced a leadership competency model and tools designed to support individual growth, enhance performance, and strengthen leadership impact at every level of the organization.

We continue to utilize a robust process to review each department’s talent landscape, assess our talent, identify critical roles, and update succession plans.

The process results in targeted development actions and career growth opportunities designed to ensure we have the talent we need to deliver results both now and in the future.

Additionally, we regularly evaluate our total rewards offerings to ensure that our total compensation and benefits packages are aligned with our business strategy and organizational culture.

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Accordingly, Quaker Houghton provides equal employment opportunities and does not discriminate based on age, ethnicity, sex, sexual identity, disability/medical condition, race, religion, or sexual orientation.

In 2025, we reinforced our commitment to creating a culture where every colleague feels valued and included through the launch of our WeBelong campaign.

This initiative served as the umbrella brand for all culture and engagement programs, ensuring alignment and visibility across the enterprise.

This campaign highlights initiatives related to Colleague Resource Groups, Inclusion training, Giving, Volunteering, Colleague Stories and more.

We launched an enterprise-wide Engagement Survey to better understand colleague challenges and opportunities.

Insights from this survey are driving action plans focused on efficiency, clarity, and inclusion, ensuring that every colleague has the tools and support to thrive.

Inclusion begins with the Board and ELT.

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We emphasize ten “Lifesaving Rules’ which make a significant difference in preventing serious injuries and fatalities.

We have launched several “Live Safe” initiatives to create an environment of openness and awareness in which all employees are actively engaged in meeting safety targets.

We are keen in reporting near misses, hazard identifications and educating our employees on their “Stop Work Authority”, which are seen as leading indicators, helping us to get to zero incidents.

Our leading indicators are proactive and preventive measures that can shed light about the effectiveness of safety and health activities and reveal potential problems in a safety and health program.

We have launched several “Live Safe” initiatives to create an environment of openness and awareness in which all employees are actively engaged in proactive safety activities.

We are keen in reporting near misses, hazard identifications and educating our employees on their “Stop Work Authority,” which are seen as leading indicators, helping us in our “Path to Zero” incidents.

Our leading indicators are proactive and preventive measures that can shed light about the effectiveness of safety and health initiatives and reveal potential risks in the tasks that they perform each day.

We also require all employees to regularly complete safety training.

Additionally, our ELT is closely involved in our safety programs, conducts regular reviews of safety performance metrics and reviews the Company’s safety performance during Company-wide meetings.

Additionally, our ELT is closely involved in our safety programs, conducts regular reviews of safety performance metrics and shares the collective safety performance during Company-wide meetings.

Quaker Houghton on the Internet

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Such statements include information relating to current and future business activities, operational matters, capital spending, and financing sources.

We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of economic downturns, tariffs, including uncertainty surrounding changes in tariffs, inflation, and global supply chain constraints on the Company’s business, results of operations, and financial condition;

We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of economic downturns, tariffs, including retaliatory tariffs, “trade wars” and uncertainty surrounding changes in tariffs, inflation, and global supply chain constraints on the Company’s business, results of operations, and financial condition;

our expectation that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility;

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These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, which may differ materially from expectations, estimates and projections because of many factors, including, but not limited to:

• the timing and extent of the impacts on our business from acts of war, terrorism and military conflicts, including those in Ukraine and the Middle East, as well as related economic, political and governmental actions taken by various governments and governmental organizations in response;

• inflationary pressures, increases in raw material costs, supply chain constraints and other impacts of economic downturns, as well as high interest rates and their impact on our and our customers’ business operations;

• the potential timing, impacts, benefits and other uncertainties of acquisitions and divestitures, including our ability to realize synergies, integrate acquisitions and acquired businesses or separate divested assets and businesses;

• broader macroeconomic factors, including potential for changes in global and regional economic conditions, the possibility of global or regional slowdowns or recessions, a global pandemic, interest rate fluctuations, tariffs, deflation or stagflation and the potential for an economic recession;

• the potential timing, impacts, benefits and other uncertainties of acquisitions and divestitures, including our ability to finance any acquisition on commercially reasonable terms or to realize synergies, integrate acquisitions and acquired businesses or separate divested assets and businesses;

• broader macroeconomic factors, including potential for changes in global and regional economic conditions, the possibility of global or regional slowdowns or recessions, other macroeconomic stresses and uncertainties, including political and geopolitical events, civil disturbances and endemics/pandemics or extreme weather events and other natural disasters that may adversely affect regional economic conditions;

• our future results and plans including our sustainability goals and enterprise strategy.

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Other major risks and uncertainties include, but are not limited to, legislative and regulatory developments including changes to existing laws and regulations, or the way they are interpreted, applied or enforced;

tariffs, trade restrictions and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other governments or government organizations;

tariffs, trade restrictions and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other government organizations;

suspensions of activities in Russia by many multinational companies;

foreign currency fluctuations;

significant changes in applicable tax rates and regulations;

terrorist attacks and other acts of violence;

significant changes in applicable tax rates and regulations and the potential impacts therefrom, including those arising from H.R.1, commonly known as the “One Big Beautiful Bill Act”, terrorist attacks and other acts of violence;

the impacts of consolidation in our industry, including loss or consolidation of a major customer;

the effects of climate change, fire or other natural disasters;

and the potential occurrence of cyber-security breaches, cyber-security attacks, other technology outages and security incidents.

and the potential occurrence of cyber-security breaches, cyber-security attacks, and other technology outages and security incidents.

Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automotive, aerospace, industrial equipment, aluminum, and durable goods industries.

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We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

However, additional disclosures on related subjects can be found in the Company’s subsequent reports on Forms 10-K, 10-Q, 8-K and other related filings.

However, additional disclosures on related subjects may be found in the Company’s subsequent reports on Forms 10-K, 10-Q, 8-K and other related filings.

We caution you not to place undue reliance on our forward-looking statements.

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-K

Item 1. Business