NEWMARKET CORP 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds On October 28, 2021, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock until December 31, 2024, as market conditions warrant and covenants under our existing debt agreements permit. We may conduct the share repurchases in the open market, in privately negotiated transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program does not require the Company to acquire any specific number of shares and may be terminated or suspended at any time. At June 30, 2022 , approximately $389 million remained available under the 2021 authorization. The following table outlines the purchases during the second quarter of 2022 under these authorizations. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs April 1 to April 30 60,755 $ 329.19 60,755 $ 424,467,852 May 1 to May 31 39,570 333.61 39,570 411,266,936 June 1 to June 30 73,616 302.89 73,616 388,969,443 Total 173,941 $ 319.06 173,941 $ 388,969,443 ITEM 6. Exhibits Exhibit 3.1 Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012) Exhibit 3.2 NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015) Exhibit 31(a) Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald Exhibit 31(b) Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Brian D. Paliotti Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Brian D. Paliotti Exhibit 101 Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document) Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 23 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEWMARKET CORPORATION (Registrant) Date: August 3, 2022 By: /s/ Brian D. Paliotti Brian D. Paliotti Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 3, 2022 By: /s/ William J. Skrobacz William J. Skrobacz Controller (Principal Accounting Officer) 24