11 unchanged sentences
Based on its assessment, Management has concluded that as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.
−Removed: Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded the I.K.V.
−Removed: Tribologie IKVT and its subsidiaries, which was acquired by the Company in February 2024, and the Sutai Group, which was acquired by the Company in July 2024.
+Added: Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Dipsol Chemicals Co., Ltd.
+Added: and its subsidiaries (“Dipsol”), which was acquired by the Company in April 2025.
+Added: The total assets and total revenues of Dipsol, a wholly-owned subsidiary, represent approximately 4% and 3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission staff.
10 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: Incorporated by reference is (i) the information beginning with and including the caption “Proposal 1—Election of Directors and Nominee Biographies” in Quaker Houghton’s definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year ended December 31, 2024 (the “2025 Proxy Statement”) to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii) the information in the 2025 Proxy Statement beginning with and including the sub-caption “Code of Conduct” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation,” and (iv) the information in the 2025 Proxy Statement beginning with and including the sub-caption “Shareholder Nominations and Recommendations” to, but not including, the sub-caption “Board Oversight of Risk.” Information about our Executive Officers is included in Item 4(a) of this Report.
+Added: Incorporated by reference is (i) the information beginning with and including the caption “Proposal 1—Election of Directors and Nominee Biographies” in Quaker Houghton’s definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Code of Conduct” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation,” (iv) the information in the 2026 Proxy Statement required by Item 408(b) of Regulation S-K beginning with and including the sub-caption “Insider Trading Policy” to, but not including the sub-caption “Compensation Recoupment Policy and (v) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Shareholder Nominations and Recommendations” to, but not including, the sub-caption “Board Oversight of Risk.” Information about our Executive Officers is included in Item 4(a) of this Report.
Executive Compensation.
25 unchanged sentences
50,364 $ 196.23 818,282 (1)
−Removed: (1) As of December 31, 2024, 304,900 of these shares were available for issuance as restricted stock awards under the Company’s 2001 Global Annual Incentive Plan, 809,624 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards and/or restricted stock unit awards under the Company’s 2024 Long-Term Performance Incentive Plan and 73,230 shares were available for issuance under the 2023 Director Stock Ownership Plan.
+Added: (1) As of December 31, 2025, 746,705 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards and/or restricted stock unit awards under the Company’s 2024 Long-Term Performance Incentive Plan and 71,577 shares were available for issuance under the 2023 Director Stock Ownership Plan.
Certain Relationships and Related Transactions, and Director Independence.
Incorporated by reference is (i) the information in the 2026 Proxy Statement beginning with and including the caption “Certain Relationships and Related Party Transactions” to, but not including, the caption “Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm,” (ii) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Director Independence” to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” and (iii) the information in the 2026 Proxy Statement beginning with and including the caption “Meetings and Committees of the Board” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation.”
−Removed: Incorporated by reference is the information in the 2025 Proxy Statement required by Item 408(b) of Regulation S-K beginning with and including the sub-caption “Insider Trading Policy” to, but not including the sub-caption “Compensation Recoupment Policy.”
Principal Accountant Fees and Services.
18 unchanged sentences
Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017.***
+Added: 2.2 — 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 Chemical Corporation, a Pennsylvania Corporation and Quaker Chemical Corporation, a Delaware corporation.
+Added: Inc orporated by reference to Exhibit 2.1 as filed by the Registrant with Form 10-Q f or the quarter ended March 31 , 2025 .
3.1 — Amended and Restated Articles of Incorporation (as amended through July 24, 2019).
32 unchanged sentences
Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†
−Removed: 10.13 — Memorandum of Employment by and between the Registrant and Dhruwa Rai dated June 23, 2022 and effective July 6, 2022.
−Removed: Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†
10.13 — Memorandum of Employment by and between the Registrant and Jeffrey Kutz dated November 30, 2023 and effective January 2, 2024.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 14 as filed by the Registrant with Form 10-K for the year ended 20 23 .
+Added: Incorporated by reference to Exhibit 10.14 as filed by the Registrant with Form 10-K for the year ended 2023.†
10.14 — Employment Agreement by and between the Registrant and Anna Ransley dated July 31, 2023, effective July 31,2023.
7 unchanged sentences
10.18 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Shane Hostetter, dated June 28, 2024.
+Added: Incorporated by reference to Exhibit 10.1 9 as filed by the Registrant with Form 10-K for the year ended 2024.
10.19 — Employment Agreement by and between the Registrant and Thomas Coler dated May 6, 2024, effective June 10, 2024.
4 unchanged sentences
Berquist, dated November 18, 2024.
−Removed: Incorporated by reference to Exhibit 10.1 as filed by the Registrant w ithin its current report on Form 8-K on November 20, 2024.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on November 20, 2024.
10.22 — Change in Control Agreement by and between Quaker Chemical Corporation and Joseph A.
Berquist, dated November 18, 2024.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 2 as filed by the Registrant with in its current report on Form 8-K on November 20, 2024.
+Added: Incorporated by reference to Exhibit 10.2 as filed by the Registrant within its current report on Form 8-K on November 20, 2024.
10.23 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Andrew E.
2 unchanged sentences
10.24 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Melissa Leneis, dated January 6, 2025.
+Added: Incorporated by reference to Exhibit 10.25 as filed by the Registrant with Form 10-K for the year ended 2024.
10.25 — Employment Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025.
+Added: Incorporated by reference to Exhibit 10.2 6 as filed by the Registrant with Form 10-K for the year ended 2024.
10.26 — Change in Control Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025.
+Added: Incorporated by reference to Exhibit 10.
+Added: 27 as filed by the Registrant with Form 10-K for the year ended 2024.
+Added: 10.27 — Employment Agreement by and between Registrant and Renato Carvalho dated January 23, 2012.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.28 — Change in Control Agreement by and between Registrant and Renato Carvalho dated March 1, 2025.
+Added: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.29 — Employment Agreement by and between Registrant and Albert Ma dated April 1, 2016.
+Added: Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.30 — Change in Control Agreement by and between Registrant and Albert Ma dated March 1, 2025.
+Added: Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.31 — Employment Agreement by and between Registrant and Miguel Moreno dated July 2, 2018.
+Added: Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.32 — Change in Control Agreement by and between Registrant and Miguel Moreno dated March 1, 2025.
+Added: Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
+Added: 10.33 — E mployment Agreement by and between Registrant and Steven Dassing, as amended July 21, 2025.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2025.†
+Added: 10.34 — Employment Agreement by and between Registrant and Andre Frodl , as amended November 11, 2025 .
+Added: 10.35 — Change in Control Agreement by and between Registrant and Andre Frodl dated October 1, 2025.
+Added: 10.36 — Employment Agreement by and between Registrant and Christine Johnson dated October 1, 202 5 , *†
+Added: 10.37 — Change in Control Agreement by and between Registrant and Christine Johnson dated October 1, 2025.
10.38 — Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008.
4 unchanged sentences
10.41 — Quaker Houghton Annual Incentive Plan (as amended and restated effective May 8, 2024).
+Added: Incorporated by reference to Exhibit 10.
+Added: 31 as filed by the Registrant with Form 10-K for the year ended 2024.
10.42 — 2016 Long-Term Performance Incentive Plan.
65 unchanged sentences
19.0 — Insider Trading Policy .
+Added: Incorporated by reference to Exhibit 1 9 .
+Added: 0 as filed by the Registrant with its annual report on Form 10- K on February 24, 2025.
21.0 — Subsidiaries and Affiliates of the Registrant.*
2 unchanged sentences
31.2 — Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
−Removed: 32.1 — Certification of Josep h A.
+Added: 32.1 — Certification of Joseph A.
Berquist pursuant to 18 U.S.C.
Section 1350.**
−Removed: 32.2 — Certification of T homas Coler pursuant to 18 U.S.C.
+Added: 32.2 — Certification of Thomas Coler pursuant to 18 U.S.C.
Section 1350.**
97.0 — Quaker Houghton Compensation Recoupment Policy.
+Added: Incorporated by reference to Exhibit 97.0 as filed by the Registrant on Form 10-K on February 29, 2024.
101.INS — Inline XBRL Instance Document*
23 unchanged sentences
Thomas Coler Principal Financial Officer
−Removed: /s/ JEFFREY J.
−Removed: KUTZ Vice President, Chief Accounting Officer February 24, 2025
−Removed: Kutz Principal Accounting Officer
+Added: /s/ STEVEN DASSING Vice President, Corporate Controller February 23, 2026
+Added: Steven Dassing Principal Accounting Officer
/s/ MICHAEL F.
12 unchanged sentences
Sanjay Hinduja
−Removed: /s/ RAMASWAMI SESHASAYEE Director February 24, 2025
−Removed: Ramaswami Seshasayee
/s/ NANDITA BAKHSHI Director February 23, 2026
3 unchanged sentences
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.