Item 1. Financial Statements
Item 1. Financial Statements (Unaudited).
Quaker Chemical Corporation
Condensed Consolidated Statements of Operations
(Unaudited; Dollars in thousands, except per share data)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net sales $ 532,550 $ 483,400 $ 1,013,029 $ 926,314
Cost of goods sold (excluding amortization expense - See Note 13) 343,346 311,677 647,090 593,331
Gross profit 189,204 171,723 365,939 332,983
Selling, general and administrative expenses 140,485 126,600 276,250 245,646
Impairment charges — 88,840 — 88,840
Restructuring and related charges, net 8,116 8,793 15,497 23,383
Operating income (loss) 40,603 ( 52,510 ) 74,192 ( 24,886 )
Other income (expense), net 406 ( 653 ) 383 ( 1,362 )
Interest expense ( 9,873 ) ( 12,779 ) ( 19,752 ) ( 22,324 )
Income (loss) before taxes and equity in net income of associated companies 31,136 ( 65,942 ) 54,823 ( 48,572 )
Taxes on income before equity in net income of associated companies 11,172 5,472 18,317 13,014
Income (loss) before equity in net income of associated companies 19,964 ( 71,414 ) 36,506 ( 61,586 )
Equity in net income of associated companies 6,849 4,851 10,049 7,940
Net income (loss) 26,813 ( 66,563 ) 46,555 ( 53,646 )
Less: Net (loss) income attributable to noncontrolling interest ( 22 ) 17 51 12
Net income (loss) attributable to Quaker Chemical Corporation $ 26,835 $ ( 66,580 ) $ 46,504 $ ( 53,658 )
Per share data:
Net income (loss) attributable to Quaker Chemical Corporation common shareholders – basic $ 1.56 $ ( 3.78 ) $ 2.69 $ ( 3.04 )
Net income (loss) attributable to Quaker Chemical Corporation common shareholders – diluted $ 1.55 $ ( 3.78 ) $ 2.68 $ ( 3.04 )
Dividends declared $ 0.508 $ 0.485 $ 1.016 $ 0.970
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Quaker Chemical Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited; Dollars in thousands)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net income (loss) $ 26,813 $ ( 66,563 ) $ 46,555 $ ( 53,646 )
Other comprehensive income, net of tax
Currency translation adjustments 621 62,012 ( 9,291 ) 89,141
Defined benefit retirement plans 145 ( 1,104 ) 548 ( 1,369 )
Current period change in fair value of derivatives 2,839 ( 100 ) 2,825 ( 692 )
Unrealized income (loss) on available-for-sale securities 244 ( 207 ) 78 ( 511 )
Other comprehensive income (loss) 3,849 60,601 ( 5,840 ) 86,569
Comprehensive income (loss) 30,662 ( 5,962 ) 40,715 32,923
Less: Comprehensive loss (income) attributable to noncontrolling interest 44 ( 144 ) ( 38 ) ( 143 )
Comprehensive income (loss) attributable to Quaker Chemical Corporation $ 30,706 $ ( 6,106 ) $ 40,677 $ 32,780
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Unaudited; Dollars in thousands, except par value)
June 30,
2026 December 31,
2025
ASSETS
Current assets
Cash and cash equivalents $ 155,093 $ 179,829
Accounts receivable, net 463,603 417,157
Inventories
Raw materials and supplies 142,116 124,751
Work-in-process and finished goods 161,994 141,025
Prepaid expenses and other current assets 68,242 58,428
Total current assets 991,048 921,190
Property, plant and equipment, at cost 624,164 604,787
Less: Accumulated depreciation ( 309,568 ) ( 291,364 )
Property, plant and equipment, net 314,596 313,423
Right-of-use lease assets 53,650 38,737
Goodwill 503,721 501,720
Other intangible assets, net 829,479 873,540
Investments in associated companies 105,906 106,915
Deferred tax assets 12,737 12,128
Other non-current assets 39,979 30,283
Total assets $ 2,851,116 $ 2,797,936
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current portion of long-term debt $ 15,654 $ 35,657
Accounts payable 234,319 198,929
Dividends payable 8,744 8,804
Accrued compensation 41,280 41,192
Accrued restructuring 8,807 8,351
Accrued pension and postretirement benefits 2,120 2,126
Other accrued liabilities 92,473 85,097
Total current liabilities 403,397 380,156
Long-term debt 857,790 834,901
Long-term lease liabilities 37,628 22,759
Deferred tax liabilities 131,314 140,814
Non-current accrued pension and postretirement benefits 20,159 20,615
Other non-current liabilities 20,229 22,192
Total liabilities 1,470,517 1,421,437
Commitments and contingencies (Note 18)
Equity
Common stock $ 1 par value; authorized 30,000,000 shares; issued and outstanding
June 30, 2026 – 17,212,963 shares; December 31, 2025 – 17,331,779 shares
17,213 17,332
Capital in excess of par value 855,896 874,826
Retained earnings 625,554 596,616
Accumulated other comprehensive loss ( 121,488 ) ( 115,661 )
Total Quaker shareholders’ equity 1,377,175 1,373,113
Noncontrolling interest 3,424 3,386
Total equity 1,380,599 1,376,499
Total liabilities and equity $ 2,851,116 $ 2,797,936
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited; Dollars in thousands)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities
Net income (loss) $ 46,555 $ ( 53,646 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization 51,011 44,278
Equity in undistributed earnings of associated companies, net of dividends ( 3,596 ) ( 44 )
Deferred income taxes ( 11,730 ) ( 15,634 )
Share-based compensation 6,888 6,903
Impairment charges — 88,840
Restructuring and related charges, net 15,497 23,383
Inventory step-up amortization — 6,022
Loss (gain) on disposal of property, plant and equipment and other assets 121 ( 2,108 )
Other adjustments ( 1,877 ) ( 5,228 )
Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions:
Accounts receivable ( 47,628 ) 3,022
Inventories ( 40,685 ) ( 11,826 )
Prepaid expenses and other current assets ( 10,450 ) ( 3,943 )
Accrued restructuring ( 11,340 ) ( 15,946 )
Accounts payable and accrued liabilities 40,476 ( 25,551 )
Net cash provided by operating activities 33,242 38,522
Cash flows from investing activities
Investments in property, plant and equipment ( 21,018 ) ( 20,289 )
Payments related to acquisitions, net of cash acquired — ( 164,078 )
Proceeds from disposition of assets — 2,950
Other investing activities 2,249 697
Net cash used in investing activities ( 18,769 ) ( 180,720 )
Cash flows from financing activities
Payments of long-term debt ( 629,685 ) ( 17,205 )
Proceeds from long-term debt 800,000 —
Borrowings on revolving credit facilities 197,307 283,000
Payments on revolving credit facilities ( 356,305 ) ( 67,000 )
Payments on other debt — ( 101 )
Financing-related debt issuance costs ( 6,232 ) —
Dividends paid ( 17,627 ) ( 17,146 )
Shares purchased under share repurchase programs ( 24,181 ) ( 32,693 )
Other stock related activity ( 1,755 ) ( 1,301 )
Net cash (used in) provided by financing activities ( 38,478 ) 147,554
Effect of foreign exchange rate changes on cash ( 731 ) 7,682
Net (decrease) increase in cash and cash equivalents ( 24,736 ) 13,038
Cash and cash equivalents at the beginning of the period 179,829 188,880
Cash and cash equivalents at the end of the period $ 155,093 $ 201,918
Supplemental cash flow disclosures:
Non-cash activities:
Accrued purchases of property, plant and equipment, net $ 10,963 $ 7,263
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Quaker Chemical Corporation
Condensed Consolidated Statements of Changes in Equity
(Unaudited; Dollars in thousands, except per share amounts)
Common
Stock Capital in Excess of Par Value Retained
Earnings Accumulated Other
Comprehensive Loss Noncontrolling
Interest Total
Balance as of December 31, 2024 $ 17,674 $ 903,781 $ 633,731 $ ( 201,619 ) $ 616 $ 1,354,183
Net income (loss) — — 12,922 — ( 5 ) 12,917
Amounts reported in other comprehensive income — — — 25,964 4 25,968
Dividends ($ 0.485 per share)
— — ( 8,574 ) — — ( 8,574 )
Share issuance and equity-based compensation plans, net 6 2,000 — — — 2,006
Balance as of March 31, 2025 $ 17,680 $ 905,781 $ 638,079 $ ( 175,655 ) $ 615 $ 1,386,500
Net (loss) income — — ( 66,580 ) — 17 ( 66,563 )
Amounts reported in other comprehensive income — — — 60,474 127 60,601
Noncontrolling interest from acquisition — — — — 2,451 2,451
Dividends ($ 0.485 per share)
— — ( 8,436 ) — — ( 8,436 )
Shares purchased under share repurchase program, net of excise taxes ( 296 ) ( 32,686 ) — — — ( 32,982 )
Share issuance and equity-based compensation plans, net 10 3,874 — — — 3,884
Balance as of June 30, 2025 $ 17,394 $ 876,969 $ 563,063 $ ( 115,181 ) $ 3,210 $ 1,345,455
Balance as of December 31, 2025 $ 17,332 $ 874,826 $ 596,616 $ ( 115,661 ) $ 3,386 $ 1,376,499
Net income — — 19,669 — 73 19,742
Amounts reported in other comprehensive (loss) income — — — ( 9,698 ) 9 ( 9,689 )
Dividends ($ 0.508 per share)
— — ( 8,822 ) — — ( 8,822 )
Share issuance and equity-based compensation plans, net 34 1,387 — — — 1,421
Balance as of March 31, 2026 $ 17,366 $ 876,213 $ 607,463 $ ( 125,359 ) $ 3,468 $ 1,379,151
Net income (loss) — — 26,835 — ( 22 ) 26,813
Amounts reported in other comprehensive income (loss) — — — 3,871 ( 22 ) 3,849
Dividends ($ 0.508 per share)
— — ( 8,744 ) — — ( 8,744 )
Shares purchased under share repurchase program, net of excise taxes ( 171 ) ( 24,182 ) — — — ( 24,353 )
Share issuance and equity-based compensation plans, net 18 3,865 — — — 3,883
Balance as of June 30, 2026 $ 17,213 $ 855,896 $ 625,554 $ ( 121,488 ) $ 3,424 $ 1,380,599
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Page
Note 1
Basis of Presentation and Description of Business
8
Note 2
Business Acquisitions
9
Note 3
Recently Issued Accounting Standards
11
Note 4
Business Segments
11
Note 5
Net Sales and Revenue Recognition
13
Note 6
Leases
14
Note 7
Restructuring and Related Activities
15
Note 8
Share-Based Compensation
16
Note 9
Pension and Other Postretirement Benefits
17
Note 10
Other Income ( Expense ) , net
18
Note 11
Income Taxes
18
Note 12
Earnings Per Share
19
Note 13
Goodwill and Other Intangible Assets
19
Note 14
Debt
21
Note 15
Accumulated Other Comprehensive Income
23
Note 16
Fair Value Measurements
24
Note 17
Hedging Activities
24
Note 18
Commitments and Contingencies
26
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 1 – Basis of Presentation and Description of Business
As used in these Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Report”), the terms “Quaker Houghton,” the “Company,” “we,” and “our” refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies, unless the context otherwise requires.
Basis of Presentation
The condensed consolidated financial statements included herein are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial reporting and the United States Securities and Exchange Commission (“SEC”) regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, and cash flows for the interim periods. The results for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
Revision of Previously Issued Financial Statements
In the second quarter of 2026, the Company identified an error in the historical presentation of borrowings and payments on revolving credit facilities that did not qualify for net presentation in its previously issued Consolidated Statements of Cash Flows. The Company determined that the errors, which had no impact on total cash flows provided by (used in) financing activities, were not material to any prior annual or interim periods. The Company will revise its Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 and for the impacted quarterly periods when the impacted periods are presented as comparative periods in future filings.
The revised amounts related to borrowings and repayments on revolving credit facilities within the Company's Consolidated Statements of Cash Flows for the relevant historical periods are as follows:
Period Ended Borrowings on revolving credit facilities, net
(as Previously Reported) Borrowings on Revolving Credit Facilities
(As Revised) Payments on Revolving Credit Facilities
(As Revised)
Three Months Ended March 31, 2026 $ 14,053 $ 51,053 $ ( 37,000 )
Six Months Ended June 30, 2025 216,000 283,000 ( 67,000 )
Nine Months Ended September 30, 2025 168,938 328,201 ( 159,263 )
Year Ended December 31, 2025 174,242 382,299 ( 208,057 )
Year Ended December 31, 2024 17,916 347,763 ( 329,847 )
Year Ended December 31, 2023 ( 164,769 ) 369,327 ( 534,096 )
Description of Business
The Company was organized in 1918 and incorporated as a Pennsylvania business corporation in 1930. Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, the Company’s customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Quaker Houghton develops, produces, and markets a broad range of formulated chemical specialty products and offers chemical management services, which the Company refers to as Fluidcare TM , for various heavy industrial and manufacturing applications sold in its three reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia/Pacific.
Hyper-inflationary economies
Argentina’s and Türkiye’s economies were considered hyper-inflationary under U.S. GAAP effective July 1, 2018 and April 1, 2022, respectively. As of and for the three and six months ended June 30, 2026, the Company’s Argentine and Turkish subsidiaries together represented approximately 1 % and 2 % of the Company’s consolidated total assets and net sales, respectively. During the three and six months ended June 30, 2026, the Company recorded $ 0.6 million and $ 0.8 million of remeasurement losses associated with the applicable currency conversions, respectively. Comparatively, during the three and six months ended June 30, 2025, the Company recorded $ 0.7 million and $ 1.2 million of remeasurement losses associated with the applicable currency conversions, respectively. These losses were recorded within Other income (expense), net, in the Company’s Condensed Consolidated Statements of Operations.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 2 – Business Acquisitions
Previous Acquisitions
Dipsol
In April 2025, the Company acquired 100 % of the outstanding equity interests of Dipsol Chemicals Co., Ltd. and its subsidiaries, (“Dipsol”) for approximately $ 185.6 million ( 27.7 billion JPY), which included approximately $ 30.1 million ( 4.5 billion JPY) of acquired cash for a net purchase price of approximately $ 155.5 million ( 23.2 billion JPY). In July 2025, the Company satisfied all routine and customary post-closing conditions and finalized the purchase price with no adjustments. The Company funded the acquisition purchase price with borrowings under the Company’s Credit Facility. In connection with the acquisition of Dipsol, the Company entered into foreign currency forward contracts, which resulted in a $ 187.0 million cash payment in April 2025 and a $ 0.6 million foreign exchange gain and a $ 1.4 million foreign exchange loss, respectively, during the three and six months ended June 30, 2025. 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.
The following table presents the fair values of Dipsol assets acquired and liabilities assumed as of the acquisition date:
Dipsol Assets Acquired and Liabilities Assumed
Dollars in thousands
Estimated Fair Value (1)
Fair value of assets acquired
Cash and cash equivalents $ 30,084
Accounts receivable, net 16,481
Inventories 17,962
Prepaid expenses and other current assets 1,231
Property, plant and equipment, net 39,450
Right-of-use lease assets 2,534
Other intangible assets, net 55,000
Investments in associated companies 5,096
Deferred tax assets 989
Other non-current assets 4,165
Total Assets Acquired $ 172,992
Fair value of liabilities assumed
Accounts payable $ 6,763
Accrued compensation 1,528
Other accrued liabilities 2,415
Long-term lease liabilities 1,446
Deferred income tax liabilities 25,836
Total Liabilities Assumed $ 37,988
Noncontrolling interest ( 2,451 )
Goodwill 53,059
Total Consideration $ 185,612
(1) The Company recorded approximately $ 0.2 million of measurement period adjustments during the year ended December 31, 2025 to reflect changes in net working capital and tax balances. All measurement period adjustments were offset against goodwill.
During the first quarter of 2026, the Company finalized the allocation of the purchase price.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The Company allocated $ 55.0 million of the purchase price to intangible assets across the Americas, EMEA, and Asia/Pacific segments. Customer relationships, product technologies, and trademarks are being amortized over 14 years, 8 years, and 13 years, respectively. The following table presents the intangible assets recognized for each reportable segment:
Americas EMEA Asia/Pacific Total
Customer Relationships $ 3,500 $ 200 $ 26,300 $ 30,000
Product Technologies — — 18,000 18,000
Trademarks — — 7,000 7,000
Total Intangibles $ 3,500 $ 200 $ 51,300 $ 55,000
The Company recognized $ 53.1 million of goodwill, which is comprised of $ 46.9 million in the Asia/Pacific segment, $ 5.8 million in the Americas segment, and $ 0.4 million in the EMEA segment. The goodwill is not deductible for tax purposes. The goodwill is primarily attributable to expected synergies.
Total sales from Dipsol included in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2026 are $ 22.2 million and $ 41.3 million, respectively. Comparatively, total sales from Dipsol included in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2025 were $ 20.9 million.
Natech
In April 2025, the Company acquired 100 % of the outstanding equity interests of Natech, Ltd., (“Natech”) for approximately $ 6.5 million, which includes an initial cash payment of $ 6.0 million and a deferred payment of $ 0.5 million, subject to routine and customary post-closing adjustments, including an adjustment for working capital. Assets acquired included cash and cash equivalents of $ 1.5 million. 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. The Company allocated $ 2.1 million of the purchase price to intangible assets and recognized $ 2.6 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected growth synergies. During the third quarter of 2025, the Company settled the working capital adjustment for an immaterial amount. During the first quarter of 2026, the Company finalized the allocation of the purchase price.
CSI
In February 2025, the Company acquired 100 % of the outstanding equity interests of Chemical Solutions & Innovations (Pty) Ltd. (“CSI”), for approximately $ 3.9 million, subject to routine and customary post-closing adjustments, including an adjustment for working capital. CSI is based in South Africa and is a supplier of metalworking fluids and lubricants to the South African market. 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. The Company allocated $ 1.4 million of the purchase price to intangible assets and recognized $ 1.7 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected growth synergies. During the third quarter of 2025, the Company settled the working capital adjustment for an immaterial amount. During the fourth quarter of 2025, the Company finalized the allocation of the purchase price.
The results of operations of Dipsol, Natech, and CSI subsequent to the acquisition dates are included in the unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026.
During the three and six months ended June 30, 2026, the Company recognized $ 0.2 million and $ 0.9 million, respectively, of acquisition-related expenses including legal, financial, consulting and other costs, compared to $ 0.8 million and $ 4.1 million, respectively, during the three and six months ended June 30, 2025. These costs are included in Selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations.
Certain pro forma and other information is not presented, as the operations of the acquired assets and businesses are not considered material to the overall operations of the Company for the periods presented.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 3 – Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
The FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses in November 2024 . This ASU requires PBEs to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements, including disclosing the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization in each relevant expense caption. It also requires PBEs to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and to disclose the total amount of selling expenses, and in the annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its condensed consolidated financial statements.
The FASB issued ASU 2025-06, Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software in September 2025. This ASU removes all references to prescriptive and sequential software development stages and will now require PBEs to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The ASU also specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment- Overall are required for all capitalized internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its condensed consolidated financial statements.
The FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements in December 2025. This ASU amends Topic 270, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. Additionally, the amendment requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.
Note 4 – Business Segments
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization and the manner by which the Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, allocates resources and assesses performance.
The CODM evaluates performance for the Company’s operating segments based on segment operating earnings. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related product costs and other segment items. Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs and restructuring charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense and Other income (expense), net.
The CODM uses segment operating earnings to allocate resources for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for segment operating earnings when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating earnings to assess the performance for each segment and in the compensation of certain employees.
Segment asset information is not regularly provided to or reviewed by the CODM. Therefore, the Company does not disclose segment asset information for each reportable segment.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The following table presents information about the performance of the Company’s reportable segments for the three and six months ended June 30, 2026 and 2025:
Americas EMEA Asia/Pacific Totals
Three Months Ended June 30, 2026
Net sales (1)
$ 236,513 $ 158,436 $ 137,601 $ 532,550
Significant segment expenses
Product costs (2)
120,870 84,509 73,095 278,474
Other segment items (3)
58,402 41,187 27,947 127,536
Segment operating earnings $ 57,241 $ 32,740 $ 36,559 $ 126,540
Six Months Ended June 30, 2026
Net sales (1)
$ 450,241 $ 300,519 $ 262,269 $ 1,013,029
Significant segment expenses
Product costs (2)
226,957 157,539 137,506 522,002
Other segment items (3)
112,096 84,679 53,928 250,703
Segment operating earnings $ 111,188 $ 58,301 $ 70,835 $ 240,324
Americas EMEA Asia/Pacific Totals
Three Months Ended June 30, 2025
Net sales (1)
$ 221,062 $ 139,923 $ 122,415 $ 483,400
Significant segment expenses
Product costs (2) (4) (5)
109,500 74,739 67,731 251,970
Other segment items (3)
52,586 40,189 25,969 118,744
Segment operating earnings $ 58,976 $ 24,995 $ 28,715 $ 112,686
Six Months Ended June 30, 2025
Net sales (1)
$ 434,773 $ 269,201 $ 222,340 $ 926,314
Significant segment expenses
Product costs (2) (4) (5)
214,005 144,841 120,829 479,675
Other segment items (3)
103,330 75,972 46,866 226,168
Segment operating earnings $ 117,438 $ 48,388 $ 54,645 $ 220,471
(1) Net sales relate to external customers only. All intersegment sales are eliminated in consolidation.
(2) Product costs include the costs of raw materials and are recorded in Cost of goods sold in the Company’s Condensed Consolidated Statements of Operations.
(3) Other segment items include overhead costs of operating the Company’s production facilities and providing chemical management services to customers and direct SG&A costs.
(4) Product costs includes the $ 6.0 million amortization of the fair value step-up in Dipsol's inventories as a result of the acquisition during the three and six months ended June 30, 2025, which is comprised of approximately $ 2.6 million in the Americas segment, $ 3.0 million in the Asia/Pacific segment, and $ 0.4 million in the EMEA segment.
(5) Product costs includes a $ 3.6 million gain related to immaterial out-of-period adjustments for inventory during the three and six months ended June 30, 2025, which is comprised of approximately $ 1.4 million in the Americas segment and $ 2.2 million in the EMEA segment.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The following table presents a reconciliation of the Company’s segment operating earnings to income (loss) before taxes and equity in net income of associated companies in the Company’s Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Segment operating earnings $ 126,540 $ 112,686 $ 240,324 $ 220,471
Restructuring and related charges, net ( 8,116 ) ( 8,793 ) ( 15,497 ) ( 23,383 )
Impairment charges — ( 88,840 ) — ( 88,840 )
Non-operating and administrative expenses ( 60,203 ) ( 50,860 ) ( 115,290 ) ( 101,577 )
Depreciation of corporate assets and amortization ( 17,618 ) ( 16,703 ) ( 35,345 ) ( 31,557 )
Operating income (loss) 40,603 ( 52,510 ) 74,192 ( 24,886 )
Other income (expense), net 406 ( 653 ) 383 ( 1,362 )
Interest expense ( 9,873 ) ( 12,779 ) ( 19,752 ) ( 22,324 )
Income (loss) before taxes and equity in net income of associated companies $ 31,136 $ ( 65,942 ) $ 54,823 $ ( 48,572 )
The following table presents information regarding the Company’s reportable segments’ depreciation for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
Depreciation 2026 2025 2026 2025
Americas $ 3,205 $ 2,903 $ 6,672 $ 5,558
EMEA 2,396 2,076 4,804 3,953
Asia/Pacific 2,151 1,996 4,190 3,210
Total segment depreciation $ 7,752 $ 6,975 $ 15,666 $ 12,721
Note 5 – Net Sales and Revenue Recognition
Customer Concentration
A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of steel, aluminum, automotive, aerospace, industrial and agricultural equipment, and durable goods. As previously disclosed in the Company’s 2025 Form 10-K, the Company’s five largest customers combined (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority) accounted for approximately 11 % of consolidated net sales for 2025, with its largest customer accounting for approximately 3 % of consolidated net sales.
Contract Assets and Liabilities
The Company had no material contract assets recorded on its Condensed Consolidated Balance Sheets as of June 30, 2026 or December 31, 2025.
The Company had approximately $ 4.2 million and $ 3.6 million of deferred revenue as of June 30, 2026 and December 31, 2025, respectively. For the six months ended June 30, 2026, the Company satisfied materially all of the associated performance obligations and recognized into revenue materially all advance payments received and recorded as of December 31, 2025.
Disaggregated Revenue
The Company sells its industrial process fluids, specialty chemicals and technical expertise as a global product portfolio. The Company generally manages and evaluates its performance by reportable segment first, and then by customer industries. Net sales of each of the Company’s major product lines are generally spread throughout all three of the Company’s reportable segments, and in most cases, are approximately proportionate to the level of total sales in each reportable segment.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The following tables disaggregate the Company’s net sales by segment and customer industry.
Three Months Ended June 30, 2026
Customer Industries Americas EMEA Asia/Pacific Consolidated
Total
Metals $ 71,560 $ 39,091 $ 57,580 $ 168,231
Metalworking and other 164,953 119,345 80,021 364,319
$ 236,513 $ 158,436 $ 137,601 $ 532,550
Six Months Ended June 30, 2026
Customer Industries Americas EMEA Asia/Pacific Consolidated
Total
Metals $ 136,420 $ 75,017 $ 108,719 $ 320,156
Metalworking and other 313,821 225,502 153,550 692,873
$ 450,241 $ 300,519 $ 262,269 $ 1,013,029
Three Months Ended June 30, 2025
Customer Industries Americas EMEA Asia/Pacific Consolidated
Total
Metals $ 62,825 $ 36,348 $ 55,782 $ 154,955
Metalworking and other 158,237 103,575 66,633 328,445
$ 221,062 $ 139,923 $ 122,415 $ 483,400
Six Months Ended June 30, 2025
Customer Industries Americas EMEA Asia/Pacific Consolidated
Total
Metals $ 127,121 $ 69,308 $ 105,649 $ 302,078
Metalworking and other 307,652 199,893 116,691 624,236
$ 434,773 $ 269,201 $ 222,340 $ 926,314
Note 6 - Leases
The Company has operating leases for certain facilities, vehicles, and machinery and equipment with remaining lease terms up to 15 years. Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company has certain land use leases with remaining lease terms up to 89 years.
The Company had no material variable lease costs, sublease income, or finance leases for the three and six months ended June 30, 2026 and 2025. The components of the Company’s lease expense are as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Operating lease expense $ 4,423 $ 4,302 $ 8,514 $ 8,010
Short-term lease expense 226 140 448 284
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Supplemental cash flow information related to the Company’s leases is as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 4,245 $ 4,261 $ 8,292 $ 7,845
Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities 19,898 6,605 23,976 10,482
Supplemental balance sheet information related to the Company’s leases is as follows:
June 30,
2026 December 31,
2025
Right-of-use lease assets $ 53,650 $ 38,737
Other accrued liabilities 12,734 12,536
Long-term lease liabilities 37,628 22,759
Total operating lease liabilities $ 50,362 $ 35,295
Weighted average remaining lease term (years) 8.8 5.7
Weighted average discount rate 6.67 % 6.58 %
Maturities of operating lease liabilities as of June 30, 2026 were as follows:
For the remainder of 2026 $ 8,503
For the year ended December 31, 2027 13,254
For the year ended December 31, 2028 8,982
For the year ended December 31, 2029 5,622
For the year ended December 31, 2030 3,494
For the year ended December 31, 2031 and beyond 29,889
Total lease payments 69,744
Less: imputed interest ( 19,382 )
Present value of lease liabilities (1)
$ 50,362
(1) During the year ended December 31, 2024, the Company entered into a new lease agreement for office and laboratory space in Radnor, Pennsylvania for the purpose of relocating its global headquarters. The lease for one portion of the laboratory space commenced during the second quarter of 2026 with a present value of operating lease liabilities of $ 19.0 million as of June 30, 2026. The lease for the remaining portions of laboratory and office space is expected to commence upon the completion of the lessor-owned leasehold improvements, which is expected to be in the fourth quarter of 2026 or the first quarter of 2027. The cumulative future lease commitment for the remaining laboratory and office space that has not yet commenced is $ 48.8 million. The future lease commitments relating to the leases that have not yet commenced were not included in the operating lease liabilities balance as of June 30, 2026.
Note 7 – Restructuring and Related Activities
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations. Restructuring costs incurred during the three and six months ended June 30, 2026 and 2025 include employee severance and asset-related and facility closure costs, including non-cash asset write-offs, which are recorded in Restructuring and related charges, net in the Company’s Condensed Consolidated Statements of Operations. Restructuring activity primarily consists of the following programs:
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
2026 Global Business Transformation Program
In 2026, the Company initiated a global business transformation program (the “2026 program”), encompassing several strategic transformation and restructuring initiatives. The 2026 program primarily involves simplifying the organizational structure of legal entities, projects associated with information technology infrastructure initiatives, the optimization of specific product portfolios through targeted rationalization efforts, the optimization of certain supply chain activities and related workforce reductions. The 2026 program began in the first quarter of 2026 and is expected to be complete in 2028. Costs relating to employee termination benefits costs and asset related charges are expected to be recognized in Restructuring and related charges, net in the Company’s Condensed Consolidated Statements of Operations. Costs relating to other transformation initiatives described above are expected to be recognized within SG&A and Cost of goods sold in the Company’s Condensed Consolidated Statements of Operations.
As of June 30, 2026, the 2026 program included approximately 100 headcount reductions globally. The Company recorded $ 4.5 million and $ 8.9 million of restructuring and related charges relating to the program during the three and six months ended June 30, 2026, respectively.
2022 Global Cost and Optimization Program
In 2022, the Company initiated a global cost and optimization program (the “2022 program”) to improve its cost structure and drive a more profitable and productive organization. As of June 30, 2026, the 2022 program included restructuring and associated severance costs to reduce headcount by approximately 440 positions globally. In addition, the Company took actions to optimize its facility footprint under this program. These actions are expected to be substantially complete by the end of 2026.
The Company recorded $ 3.6 million and $ 6.6 million of restructuring and related charges relating to the 2022 program during the three and six months ended June 30, 2026, respectively. Comparatively, the Company recorded $ 8.8 million and $ 23.4 million of restructuring and related charges relating to the 2022 program during the three and six months ended June 30, 2025, respectively.
Activity in the Company’s accrual for its ongoing restructuring plans and facility closure actions are as follows:
2022 Program 2026 Program Total
Accrued restructuring as of December 31, 2025 $ 8,351 $ — $ 8,351
Severance costs 2,779 7,681 10,460
Asset-related and facility closure charges 3,823 1,214 5,037
Cash payments ( 7,397 ) ( 3,943 ) ( 11,340 )
Reductions against the reserve ( 2,314 ) ( 1,214 ) ( 3,528 )
Currency translation adjustments ( 151 ) ( 22 ) ( 173 )
Accrued restructuring as of June 30, 2026 $ 5,091 $ 3,716 $ 8,807
In connection with the plans for the closure of certain manufacturing and non-manufacturing facilities, the Company has made available for sale certain facilities and properties. As of June 30, 2026, the Company classified properties in the Americas segment with an aggregate book value of approximately $ 1.2 million as held-for-sale. These assets are recorded in Prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets. The Company expects to complete the sale of these properties over the next 12 months.
Note 8 – Share-Based Compensation
The Company recognized $ 3.7 million and $ 6.9 million, respectively, of share-based compensation expense in its Condensed Consolidated Statements of Operations for each of the three and six months ended June 30, 2026 and 2025, respectively.
Restricted Stock Awards
During the six months ended June 30, 2026, the remaining unrecognized compensation expense related to non-vested restricted shares was fully recognized.
Restricted Stock Units
During the six months ended June 30, 2026, the Company granted 76,884 restricted stock units under its LTIP , which are subject to time-based vesting, generally over one to three years . The fair value of these grants is based on the closing price of the Company’s common stock on the date of grant. As of June 30, 2026, unrecognized compensation expense related to non-vested restricted stock units was $ 11.7 million, to be recognized over a weighted average remaining period of 1.5 years.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Performance Stock Units
As a component of its LTIP, the Company grants performance-based stock unit awards (“PSUs”). The number of shares that may ultimately be issued as settlement for each award may range from 0 % up to 200 % of the target award, subject to the achievement of the Company’s market-based total shareholder return (“TSR”) metric relative to the performance of a selected peer group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service vesting period required for the PSUs is generally three years and the measurement period of the market-based and performance-based objectives is generally from January 1 of the year of grant through December 31 of the year prior to issuance of the shares.
As mentioned above, a portion of the Company’s PSUs are subject to the achievement of the Company’s TSR relative to the performance of a selected peer group. For PSUs subject to relative TSR performance granted in 2026, the Company’s peer group was the S&P Composite 1500 Chemicals index.
Compensation expense for PSUs is measured based on the grant date fair value and is recognized on a straight-line vesting method basis over the applicable vesting period. During the six months ended June 30, 2026, the Company granted 29,313 PSUs with a ROIC condition. The fair value of these grants is based on the closing trading price of the Company’s common stock on the date of grant. During the six months ended June 30, 2026, the Company granted 29,202 PSUs with a relative TSR condition. These PSUs are valued using a Monte Carlo simulation on the grant date and had a grant-date fair value of $ 109.28 per unit, which was developed based on the assumptions set forth in the table below:
2026
Grants
Risk-free interest rate 3.70 %
Dividend yield 1.72 %
Expected term (years) 3.0
As of June 30, 2026, there was approximately $ 8.2 million of total unrecognized compensation cost related to PSUs, which the Company expects to recognize over a weighted-average period of 2.2 years.
Note 9 – Pension and Other Postretirement Benefits
The components of net periodic benefit cost (income) are as follows:
Three Months Ended June 30,
Six Months Ended June 30,
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
2026 2025 2026 2025 2026 2025 2026 2025
Service cost $ 104 $ 108 $ — $ — $ 207 $ 210 $ — $ —
Interest cost 2,313 2,379 13 14 4,560 4,663 25 28
Expected return on plan assets ( 2,156 ) ( 2,076 ) — — ( 4,320 ) ( 4,059 ) — —
Actuarial loss (gain) amortization 169 150 ( 20 ) ( 26 ) 338 290 ( 39 ) ( 52 )
Prior service cost amortization 7 7 — — 13 12 — —
Net periodic benefit cost (income) $ 437 $ 568 $ ( 7 ) $ ( 12 ) $ 798 $ 1,116 $ ( 14 ) $ ( 24 )
Employer Contributions
During the six months ended June 30, 2026, $ 1.5 million of contributions have been made to the Company’s U.S. and foreign pension plans. Contributions to other postretirement benefit plans were less than $ 0.1 million. Taking into consideration current minimum cash contribution requirements, the Company currently expects to make full year cash contributions of approximately $ 4.4 million to its U.S. and foreign pension plans and approximately $ 0.2 million to its other postretirement benefit plans.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 10 – Other Income (Expense), net
The components of Other income (expense), net are as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Non-income tax refunds and other related credits $ 41 $ 132 $ 52 $ 300
(Loss) gain on disposals of property, plant, equipment and other assets, net ( 111 ) ( 40 ) ( 121 ) 2,108
Foreign exchange gains (losses), net 698 ( 1,083 ) 28 ( 4,601 )
Pension and postretirement benefit costs, non-service components ( 326 ) ( 448 ) ( 577 ) ( 882 )
Debt modification and extinguishment costs ( 1,711 ) — ( 1,711 ) —
Product liability claim reimbursement 1,000 — 1,000 —
Earnout liability adjustment — ( 340 ) — ( 340 )
Interest income 673 752 1,296 1,412
Other non-operating income, net 142 374 416 641
Other income (expense), net $ 406 $ ( 653 ) $ 383 $ ( 1,362 )
During the second quarter of 2026, the Company recorded Debt modification and extinguishment costs of approximately $ 1.7 million which includes the write-off of certain previously unamortized deferred financing costs as well as a portion of the third-party costs incurred to execute an amendment to the Company’s primary credit facility. See Note 14, Debt , for more information.
(Loss) gain on disposals of property, plant, equipment and other assets, net includes the gain of $ 2.2 million recognized for the sale of certain property previously classified as held for sale during the six months ended June 30, 2025.
Foreign exchange gains (losses), net includes a $ 0.6 million foreign exchange gain and a $ 1.4 million foreign exchange loss, respectively, during the three and six months ended June 30, 2025 relating to the change in fair value of the foreign exchange forward contracts entered into in connection with the acquisition of Dipsol. See Note 17, Hedging Activities , for more information.
Product liability claim reimbursement reflects insurance recoveries relating to a previous payment by the Company in connection with a product liability dispute with a customer.
Note 11 – Income Taxes
The Company’s effective tax rates for the three and six months ended June 30, 2026 were 35.9 % and 33.4 %, respectively, compared to ( 8.3 )% and ( 26.8 )%, respectively, for the three and six months ended June 30, 2025. The Company’s effective tax rate for the three and six months ended June 30, 2026 was largely driven by our mix of pre-tax earnings and withholding taxes. Comparatively, the effective tax rate for the three months ended June 30, 2025 was largely driven by our mix of pre-tax earnings, goodwill impairment and withholding taxes offset by return to provision adjustments and net favorable reductions in uncertain tax positions, while the effective tax rate for the six months ended June 30, 2025 was largely driven by our mix of pre-tax earnings, goodwill impairment, return to provision adjustments and withholding taxes offset by net favorable reductions in uncertain tax positions.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law. The OBBB includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act. Among other things, the legislation restores 100% bonus depreciation for eligible property, reinstates expensing for domestic research and experimental expenditures, imposes new limitations on interest expense deductibility, and expands disallowed deductions for certain employee remuneration. The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions implemented in 2026 and 2027 forward. The provisions effective in 2025 did not have a material impact to our consolidated financial statements, and the provisions effective in 2026 and 2027 are not expected to have a material impact to our consolidated financial statements.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 12 – Earnings Per Share
The following table summarizes earnings per share calculations:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Basic earnings per common share
Net income (loss) attributable to Quaker Chemical Corporation $ 26,835 $ ( 66,580 ) $ 46,504 $ ( 53,658 )
Less: (income) loss allocated to participating securities ( 128 ) 82 ( 153 ) 91
Net income (loss) available to common shareholders $ 26,707 $ ( 66,498 ) $ 46,351 $ ( 53,567 )
Basic weighted average common shares outstanding 17,109,417 17,572,447 17,217,771 17,605,920
Basic earnings (loss) per common share $ 1.56 $ ( 3.78 ) $ 2.69 $ ( 3.04 )
Diluted earnings per common share
Net income (loss) attributable to Quaker Chemical Corporation $ 26,835 $ ( 66,580 ) $ 46,504 $ ( 53,658 )
Less: (income) loss allocated to participating securities ( 127 ) 82 ( 153 ) 90
Net income (loss) available to common shareholders $ 26,708 $ ( 66,498 ) $ 46,351 $ ( 53,568 )
Basic weighted average common shares outstanding 17,109,417 17,572,447 17,217,771 17,605,920
Effect of dilutive securities 90,249 20,524 81,511 24,621
Diluted weighted average common shares outstanding 17,199,666 17,592,971 17,299,282 17,630,541
Diluted earnings (loss) per common share $ 1.55 $ ( 3.78 ) $ 2.68 $ ( 3.04 )
Certain stock options, restricted stock units, and PSUs are not included in the diluted earnings per share calculation when the effect would be anti-dilutive. The number of anti-dilutive shares were 28,040 and 39,405 , respectively, for the three and six months ended June 30, 2026, compared to 60,117 and 67,575 , respectively, for the three and six months ended June 30, 2025 .
Note 13 – Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows:
Americas EMEA Asia/Pacific Total
Balance as of December 31, 2025 $ 287,028 $ — $ 214,692 $ 501,720
Currency translation adjustments 624 — 1,377 2,001
Balance as of June 30, 2026 $ 287,652 $ — $ 216,069 $ 503,721
Jun 30, 2026 Dec 31, 2025
Goodwill, gross $ 692,547 $ 694,311
Accumulated impairment losses (1)
( 188,826 ) ( 192,591 )
Goodwill, net $ 503,721 $ 501,720
(1) Accumulated impairment losses are attributable to the non-cash impairment charges of $ 88.8 million and $ 93.0 million to write down the carrying value of the EMEA reporting unit during the second quarter of 2025 and the fourth quarter of 2022, respectively. These amounts include the impact of currency translation.
The Company completes its annual goodwill and indefinite-lived intangible asset impairment tests during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. The Company continually evaluates financial performance, economic conditions and other recent developments in assessing if a triggering event indicates that the carrying value of goodwill, indefinite-lived, or long-lived assets might be impaired.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
During the second quarter of 2025, the Company concluded that the negative impacts of the lower than projected financial performance, driven by the continuation of soft end market conditions, as well as an increase in the Company’s cost of capital, driven by uncertainty around the potential negative impacts of tariffs, represented a triggering event for the Company’s EMEA reporting unit and the associated goodwill, as well as the related asset group. As a result of this conclusion, the Company completed an interim impairment assessment as of June 30, 2025 for its EMEA reporting unit and the related asset group. The Company concluded that the undiscounted cash flows exceeded the carrying value of the EMEA asset group, and therefore that the long-lived assets were not impaired. In completing a quantitative goodwill impairment test, the Company compares the reporting unit’s fair value, based on future discounted cash flows, to its carrying value in order to determine if an impairment of goodwill exists. The estimates of future discounted cash flows involve considerable judgment and are based upon certain significant assumptions including the weighted average cost of capital (“WACC”) as well as projected EBITDA, which includes assumptions related to revenue growth rates, gross margin levels and operating expenses. As a result of the impact of the uncertainty around tariffs, and continued soft end market conditions driving lower current year EMEA earnings and a decline in projected future EMEA earnings, as well as an increase in the WACC assumption utilized in the Company’s 2024 annual impairment assessment, the Company concluded that the estimated fair value of the EMEA reporting unit was less than its carrying value. As a result, a pre-tax, non-cash impairment charge of $ 88.8 million ($ 86.7 million after-tax) to write down the remaining carrying value amount of the EMEA reporting unit Goodwill was recorded in the second quarter of 2025, reflected in “Impairment charges” in the Consolidated Statements of Operations for the three and six months ended June 30, 2025.
Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows:
Gross Carrying
Amount Accumulated
Amortization Net Book Value
June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025
Customer lists and rights to sell $ 895,409 $ 901,662 $ 376,289 $ 351,859 $ 519,120 $ 549,803
Trademarks, formulations and product technology 194,336 199,434 81,753 77,521 112,583 121,913
Other 6,860 6,871 6,251 6,236 609 635
Total definite-lived intangible assets $ 1,096,605 $ 1,107,967 $ 464,293 $ 435,616 $ 632,312 $ 672,351
The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded amortization expense as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Amortization expense $ 16,097 $ 16,088 $ 32,225 $ 30,325
Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:
For the remainder of 2026 $ 30,857
For the year ended December 31, 2027 62,725
For the year ended December 31, 2028 62,255
For the year ended December 31, 2029 61,138
For the year ended December 31, 2030 59,827
For the year ended December 31, 2031 58,545
As of June 30, 2026 and December 31, 2025, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $ 197.2 million and $ 201.2 million, respectively.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 14 – Debt
The following table sets forth the components of the Company’s debt:
As of June 30, 2026 As of December 31, 2025
Interest
Rate Outstanding
Balance Interest
Rate Outstanding
Balance
Credit Facilities:
Revolver 4.87 % $ 70,000 4.95 % $ 229,088
U.S. Term Loan 4.87 % 550,000 5.10 % 482,144
Euro Term Loan 3.25 % 244,696 3.13 % 148,477
Industrial development bonds 5.26 % 10,000 5.26 % 10,000
Bank lines of credit and other debt obligations Various 1,453 Various 1,501
Total debt $ 876,149 $ 871,210
Less: debt issuance costs ( 2,705 ) ( 652 )
Less: short-term and current portion of long-term debts ( 15,654 ) ( 35,657 )
Total long-term debt $ 857,790 $ 834,901
Credit facilities
The Company, along with its wholly owned subsidiary, Quaker Houghton B.V., as borrowers, maintain a credit facility with Bank of America, N.A., as administrative agent, U.S. dollar swing line lender and letter of credit issuer, Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders. The credit facility, as amended in June 2022 (the “Credit Facility”), established (A) a $ 150.0 million Euro equivalent senior secured term loan, (B) a $ 600.0 million senior secured term loan, and (C) a $ 500.0 million senior secured revolving credit facility, each maturing in June 2027.
In April 2026, the Company and Quaker Houghton B.V., as borrowers, entered into a fourth amendment to the Credit Facility with the lenders. As amended, the Credit Facility (the “Amended Credit Facility”) established (A) a $ 250.0 million Euro equivalent senior secured term loan (the “Euro Term Loan”) (B) a $ 550.0 million senior secured term loan (the “U.S. Term Loan”) and (C) an $ 800.0 million senior secured revolving credit facility (the “Revolver”), each maturing in April 2031. The Company used the proceeds from the Amended Credit Facility to, among other things, repay in full all outstanding loans and terminate the revolving credit commitments under the existing Credit Facility. The Company has the right to increase the amount of the Amended Credit Facility by an aggregate amount not to exceed (a) the greater of (i) $ 331.0 million and (ii) 100 % of Consolidated EBITDA, subject to certain conditions including the agreement to provide financing by any lender providing such increase.
The agreement governing the Amended Credit Facility (the “Amended Credit Agreement”) contains customary affirmative and negative covenants, financial covenants and events of default. The Amended Credit Agreement contains a number of customary business covenants, including without limitation restrictions on (a) the incurrence of additional indebtedness by the Company or certain of its subsidiaries, (b) investments in and acquisitions of other businesses, lines of business and divisions by the Company or certain of its subsidiaries, (c) the making of dividends or capital stock purchases by the Company or certain of its subsidiaries and (d) dispositions of assets by the Company or certain of its subsidiaries. The Company is permitted to make regularly scheduled dividend payments in an annual amount not exceeding $ 30.0 million or 5 % of the annual market capitalization of the Company, whichever is greater, and is permitted to make other dividend and share repurchases in annual amounts not exceeding $ 33.0 million or 10 % of Consolidated EBITDA, whichever is greater, if there is no default. Additionally, if there is no default and the consolidated net leverage ratio is less than 3.00 to 1.00, then the Company may make unlimited restricted payments.
Financial covenants contained in the Amended Credit Agreement include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. Generally, the consolidated net leverage ratio at the end of a quarter may not be greater than 4.25 to 1.00, subject to a permitted increase during a four-quarter period after certain acquisitions. The Company has the option of replacing the consolidated net leverage ratio test with a consolidated secured net leverage ratio test if the Company issues certain types of unsecured notes, subject to certain customary limitations. Customary events of default in the Amended Credit Agreement include, without limitation, defaults for non-payment, breach of representations and warranties, non-performance of covenants, cross-defaults, insolvency, and a change of control of the Company in certain circumstances. The occurrence of an event of default under the Amended Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the Amended Credit Facility being terminated.
As of June 30, 2026, the Company was in compliance with all of the Amended Credit Facility covenants.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The weighted average variable interest rate incurred on the outstanding borrowings under the Amended Credit Facility and Credit Facility during the three and six months ended June 30, 2026 was approximately 4.6 % and 4.7 %, respectively. As of June 30, 2026, the interest rate on the outstanding borrowings under the Amended Credit Facility was approximately 4.4 %. As part of the Credit Facility, in addition to paying interest on outstanding principal, the Company was also required to pay an annual commitment fee ranging from 0.150 % to 0.275 % related to unutilized commitments under the senior secured revolving credit facility, depending on the Company’s consolidated net leverage ratio. As part of the Amended Credit Facility, the range of the annual commitment fee was changed from 0.125 % to 0.275 %.
As of June 30, 2026, the Company had unused capacity under the Revolver of approximately $ 727.6 million, which is net of bank letters of credit of approximately $ 2.4 million .
Prior to executing the Amended Credit Facility, the Company had $ 0.5 million of debt issuance costs recorded as a reduction of Long-term debt and $ 1.1 million of debt issuance costs recorded within Other non-current assets on the Condensed Consolidated Balance Sheets. In connection with executing the Amended Credit Facility, the Company recorded debt modification and extinguishment costs of approximately $ 1.7 million which includes the write-off of certain previously unamortized debt issuance costs and a portion of third-party costs that were incurred to execute the Amended Credit Facility. Also in connection with executing the Amended Credit Facility, during the second quarter of 2026 the Company capitalized $ 6.2 million of creditor debt issuance costs and certain third-party costs. Approximately $ 2.4 million of the capitalized costs were attributed to the Euro Term Loan and U.S. Term Loan and were recorded as a direct reduction of Long-term debt on the Condensed Consolidated Balance Sheet. Approximately $ 3.8 million of the capitalized costs were attributed to the Revolver and recorded within Other non-current assets on the Condensed Consolidated Balance Sheets. These capitalized costs, as well as the previously capitalized costs that were not written off, will collectively be amortized into Interest expense over the five -year term of the Amended Credit Facility. As of June 30, 2026, the Company had $ 2.7 million of debt issuance costs recorded as a reduction of Long-term debt and $ 4.6 million of debt issuance costs recorded within Other non-current assets.
Industrial development bonds
As of June 30, 2026 and December 31, 2025, the Company had fixed rate, industrial development authority bonds totaling $ 10.0 million in principal amount due in 2028. These bonds have similar covenants to the Credit Facility noted above.
Bank lines of credit and other debt obligations
The Company has certain unsecured bank lines of credit and discounting facilities in certain foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries, and finance lease obligations. Total unused capacity under these arrangements as of June 30, 2026 was approximately $ 63 million.
In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company maintains certain financial and other guarantees as off-balance sheet arrangements. Collectively, the total bank letters of credit and guarantees outstanding as of June 30, 2026 were approximately $ 7 million.
Interest expense
The Company incurred the following debt related expenses included within Interest expense in the Condensed Consolidated Statements of Operations:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Interest expense $ 9,495 $ 12,426 $ 19,021 $ 21,618
Amortization of debt issuance costs 378 353 731 706
Total $ 9,873 $ 12,779 $ 19,752 $ 22,324
Based on the variable interest rates associated with the Amended Credit Facility and the Credit Facility, as of June 30, 2026 and as of December 31, 2025, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 15 – Accumulated Other Comprehensive Income
The following tables show the reclassifications from and resulting balances of accumulated other comprehensive income (“AOCI”):
Currency
Translation
Adjustments (1)
Defined
Benefit
Pension
Plans Unrealized Gain
(Loss) in
Available-for-
Sale Securities Derivative
Instruments Total
Balance as of March 31, 2026 $ ( 114,619 ) $ ( 10,831 ) $ 91 $ — $ ( 125,359 )
Other comprehensive income (loss) before Reclassifications 1,024 102 313 3,686 5,125
Amounts reclassified from AOCI — 92 ( 4 ) — 88
Related tax amounts ( 380 ) ( 49 ) ( 65 ) ( 848 ) ( 1,342 )
Balance as of June 30, 2026 $ ( 113,975 ) $ ( 10,686 ) $ 335 $ 2,838 $ ( 121,488 )
Balance as of March 31, 2025 $ ( 165,716 ) $ ( 10,578 ) $ ( 17 ) $ 656 $ ( 175,655 )
Other comprehensive income (loss) before Reclassifications 62,129 ( 1,601 ) ( 267 ) ( 130 ) 60,131
Amounts reclassified from AOCI — 131 4 — 135
Related tax amounts ( 244 ) 366 56 30 208
Balance as of June 30, 2025 $ ( 103,831 ) $ ( 11,682 ) $ ( 224 ) $ 556 $ ( 115,181 )
(1) Includes mark-to-market impacts associated with net investment hedges. See Note 17, Hedging Activities , for more information.
Currency
Translation
Adjustments 1
Defined
Benefit
Pension
Plans Unrealized Gain
(Loss) in
Available-for-
Sale Securities Derivative
Instruments Total
Balance as of December 31, 2025 $ ( 104,697 ) $ ( 11,234 ) $ 257 $ 13 $ ( 115,661 )
Other comprehensive (loss) income before reclassifications ( 8,402 ) 483 103 3,686 ( 4,130 )
Amounts reclassified from AOCI — 249 ( 4 ) ( 13 ) 232
Related tax amounts ( 876 ) ( 184 ) ( 21 ) ( 848 ) ( 1,929 )
Balance as of June 30, 2026 $ ( 113,975 ) $ ( 10,686 ) $ 335 $ 2,838 $ ( 121,488 )
Balance as of December 31, 2024 $ ( 192,841 ) $ ( 10,313 ) $ 287 $ 1,248 $ ( 201,619 )
Other comprehensive income (loss) before reclassifications 89,254 ( 2,073 ) ( 658 ) ( 899 ) 85,624
Amounts reclassified from AOCI — 252 11 — 263
Related tax amounts ( 244 ) 452 136 207 551
Balance as of June 30, 2025 $ ( 103,831 ) $ ( 11,682 ) $ ( 224 ) $ 556 $ ( 115,181 )
(1) Includes mark-to-market impacts associated with net investment hedges. See Note 17, Hedging Activities , for more information.
All reclassifications related to unrealized gain (loss) in available-for-sale securities relate to the Company’s equity interest in Primex, a captive insurance company, and are recorded in equity in net income of associated companies. The amounts reported in other comprehensive income for noncontrolling interest are related to currency translation adjustments.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
N ote 16 - Fair Value Measurements
The Company values its company-owned life insurance policies at fair value. The Company owns an immaterial amount of company-owned life insurance policies as of June 30, 2026 and December 31, 2025.
The Company values its long-term debt at fair value based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms. Due to the infrequency of trades, these inputs are considered to be Level 2 inputs. Based on the variable interest rates associated with the Amended Credit Facility and the Credit Facility, as of June 30, 2026 and December 31, 2025, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.
See Note 17, Hedging Activities , for a description of the Company’s derivative instruments including the valuation techniques used to determine fair value and support for their classification within Level 2 of the fair value hierarchy
Note 17 – Hedging Activities
The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts, interest rate swap agreements, and cross-currency swap agreements. The Company does not hold or enter into derivative financial instruments for trading or speculative purposes.
Foreign Exchange Forward Contracts
The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain assets and/or liabilities denominated in foreign currencies. These forward contracts are marked-to-market at each reporting date. Changes in the fair value of the underlying instrument and settlements are recognized in earnings in Other income (expense), net. The fair value of the forward contract is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments.
Open foreign exchange forward contracts as of June 30, 2026 were entered into as hedges of the Japanese yen, Mexican peso, and European euro against the U.S. dollar and had the following notional U.S. dollar values (in thousands) :
Currency June 30,
2026
Mexican Peso $ 10,900
Japanese Yen 15,900
European Euro 82,300
$ 109,100
In connection with the acquisition of Dipsol as described in Note 2, Business Acquisitions , in March 2025, the Company entered into multiple foreign exchange forward contracts with various financial institutions with an aggregate notional amount totaling $ 155.3 million to hedge the variability of exchange rate impacts between the U.S. dollar and Japanese yen. These foreign exchange forward contracts settled on April 1, 2025. The Company recognized a $ 0.6 million foreign currency gain and a $ 1.4 million foreign currency loss, respectively, during the three and six months ended June 30, 2025 in Other income (expense), net relating to the change in fair value of these instruments as of the settlement date.
Open foreign exchange forward contracts as of June 30, 2026 had maturities occurring over a period of up to one month .
Interest Rate Swaps
In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, such as the Secured Overnight Financing Rate (“SOFR”), in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three -year interest rate swaps to convert a portion of the Company’s variable-rate borrowings into a fixed-rate obligation. During March 2026, the Company’s interest rate swap contracts expired. In April 2026, the Company entered into $ 400.0 million notional amount of four -year interest rate swaps, converting a portion of the Company’s variable rate borrowings relating to the Amended Credit Facility into an average fixed rate of 3.58 % plus the applicable margin. See Note 14, Debt , for additional information.
These interest rate swaps are designated as cash flow hedges and, as such, the contracts are marked-to-market at each reporting date with any unrealized gains or losses included in AOCI to the extent effective and reclassified to interest expense in the period during which the hedged transactions affect earnings or it becomes probable that the forecasted transaction will not occur.
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Net Investment Hedges
In June 2025, the Company entered into a fixed-for-fixed cross currency swap for a notional amount of $ 75.0 million to hedge the variability of exchange rate impacts between the U.S. dollar and the European euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 75.0 million at an interest rate of 1.9 % for 65.8 million EUR at an interest rate of 0.0 %. The cross-currency swap is designated as a net investment hedge on a pre-tax basis and expires in June 2027.
In April 2025, the Company entered into fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $ 100.0 million to hedge the variability of exchange rate impacts between the U.S. dollar and Japanese yen. Under the terms of the cross-currency swap agreements, the Company notionally exchanged $ 100.0 million at a weighted average interest rate of 3.1 % for 14.3 billion JPY at a weighted average interest rate of 0.0 %. The cross-currency swaps are designated as net investment hedges on an after-tax basis and expire in April 2028.
The fixed-for-fixed cross-currency swaps are marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments, within AOCI. The Company uses the spot method to evaluate the effectiveness of the net investment hedges.
The balance sheet classification and fair values of the Company’s derivative instruments, which are Level 2 measurements, are as follows:
Derivative instruments Condensed Consolidated Balance Sheets Location June 30,
2026 December 31,
2025
Net investment hedges Prepaid expenses and other current assets $ 98 $ —
Net investment hedges Other non-current liabilities — 1,541
Net investment hedges Other non-current assets $ 12,220 $ 10,053
Interest rate swaps Prepaid expenses and other current assets — 16
Interest rate swaps Other non-current assets 3,686 —
Foreign currency forward contracts Other accrued liabilities — 5
Foreign currency forward contracts Prepaid expenses and other current assets 99 —
The following table presents the net unrealized gain deferred to AOCI:
Derivative instruments: Condensed Consolidated Balance Sheets Location June 30,
2026 December 31,
2025
Net investment hedges AOCI $ 9,485 $ 6,554
Interest rate swaps AOCI 2,838 13
The following table presents the location and the amount of net gain (loss) recognized in the Company’s Condensed Consolidated Statements of Operations related to derivative instruments:
Three Months Ended
June 30, Six Months Ended
June 30,
Derivative instruments Condensed Consolidated Statements of Operations 2026 2025 2026 2025
Net investment hedges Interest expense $ 1,125 $ 697 $ 2,249 $ 697
Interest rate swaps Interest expense 37 518 71 1,041
Foreign exchange forward contracts Other income (expense), net 645 1,441 1,038 ( 415 )
Total $ 1,807 $ 2,656 $ 3,358 $ 1,323
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Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Note 18 – Commitments and Contingencies
As previously disclosed in its 2025 Form 10-K, the Company is party to certain environmental matters and other litigation. See Note 25, Commitments and Contingencies , in the Company’s 2025 Form 10-K for more information. During the three and six months ended June 30, 2026, there have been no significant changes to the facts or circumstances of any of the previously disclosed matters. Although there can be no assurance regarding the outcome of any of the ongoing environmental matters or litigation, the Company believes that it has made adequate accruals for costs and liabilities associated with these matters. The Company has accrued approximately $ 4.9 million and $ 5.2 million, respectively, as of June 30, 2026 and December 31, 2025 for these ongoing matters.
In addition, during the three and six months ended June 30, 2026, there are no new environmental matters or litigation that the Company believes will have a material adverse effect on the Company’s results of operations, cash flows, or financial condition.
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Quaker Chemical Corporation
Management’s Discussion and Analysis
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.