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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-15 · 19 added, 37 removed, 114 unchanged (33% of the section changed)

22 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to our definitive Proxy Statement for our 2024 annual meeting of shareholders (Proxy Statement) under the headings entitled “Election of Directors,” “Committees of Our Board,” “Certain Relationships and Related Transactions,” and “Delinquent Section 16(a) Reports” and is included in Part I of this Form 10-K under the heading entitled “Information about our Executive Officers.”

We have adopted a Code of Conduct that applies to our directors, officers, and employees (including our principal executive officer, principal financial officer, and principal accounting officer) and have posted the Code of Conduct on our internet website.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Code of Conduct applicable to the principal executive officer, principal financial officer, and principal accounting officer by posting this information on our internet website.

Our internet website address is www.newmarket.com.

The information required by this item is incorporated by reference to our definitive Proxy Statement for our 2025 annual meeting of shareholders (Proxy Statement) under the headings entitled “Election of Directors,” “Committees of Our Board,” "Code of Conduct," "Insider Trading Policies and Procedures," “Certain Relationships and Related Transactions,” and “Delinquent Section 16(a) Reports” and is included in Part I of this Form 10-K under the heading entitled “Information about our Executive Officers.”

Our website address is www.newmarket.com.

We have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes Oxley Act of 2002 to be filed with the SEC regarding the quality of our public disclosure.

47 unchanged sentences

1-32190) filed April 23, 2020)

2023 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q (File No.

1-32190) filed July 27, 2023)*

10.4 Excess Benefit Plan (incorporated by reference to Exhibit 10.4 to Ethyl Corporation’s Form 10-K (File No.

6 unchanged sentences

1-32190) filed August 5, 2004)

Summary of Directors’ Compensation*

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.13 to Form 10-K (File No.

1-32190) filed February 19, 2019)*

Form of Performance Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

1-32190) filed February 26, 2018)*

Credit Agreement, dated as of March 5, 2020, by and among the Company and the Foreign Subsidiary Borrowers party thereto;

the Lenders party thereto;

JPMorgan Chase Bank, N.A., as Administrative Agent;

Bank of America, N.A., as Syndication Agent;

Bank National Association, Citibank, N.A., Wells Fargo Bank, National Association, and DBS Bank Ltd., as Co-Documentation Agents;

and Bank of the West and TD Bank, N.A., as Senior Managing Agents (incorporated by reference to Exhibit 10.1 to Form 8-K (file No.

1-32190) filed March 11, 2020)

Amendment No.

1, dated November 5, 2021, to the Credit Agreement dated March 5, 2020, by and among the Company and the Foreign Subsidiary Borrowers party thereto;

the Lenders party thereto;

JPMorgan Chase Bank, N.A., as Administrative Agent;

Bank of America, N.A., as Syndication Agent;

Bank National Association, Citibank, N.A., Wells Fargo Bank, National Association, and DBS Bank Ltd., as Co-Documentation Agents;

and Bank of the West and TD Bank, N.A., as Senior Managing Agents (incorporated by reference to Exhibit 10.16 to Form 10-K (File No.

2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

1-32190) filed April 24, 2014)*

Form of Restricted Stock Award Agreement under the 2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.13 to Form 10-K (File No.

1-32190) filed February 19, 2019)*

Amendment No.

2, dated January 11, 2023, to the Credit Agreement dated March 5, 2020, by and among the Company and the Foreign Subsidiary Borrowers party thereto;

the Lenders party thereto;

JPMorgan Chase Bank, N.A., as Administrative Agent;

Bank of America, N.A., as Syndication Agent;

Bank National Association, Citibank, N.A., Wells Fargo Bank, National Association, and DBS Bank Ltd., as Co-Documentation Agents;

and Bank of the West and TD Bank, N.A., as Senior Managing Agents (incorporated by reference to Exhibit 10.17 to Form 10-K (File No.

Form of Performance Stock Award Agreement under the 2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

1-32190) filed February 26, 2018)*

6 unchanged sentences

1-32190) filed January 25, 2024)

2023 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q (File No.

1-32190) filed July 27, 2023)*

Form of Restricted Stock Award Agreement under the 2023 Incentive Compensation and Stock Plan*

Form of Performance Stock Award Agreement under the 2023 Incentive Compensation and Stock Plan*

Insider Trading Policy

Subsidiaries of the Registrant

1 unchanged sentence

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.

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 William J.

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 Timothy K.

Certification pursuant to 18 U.S.C.

1 unchanged sentence

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by William J.

NewMarket Corporation Policy for the Recovery of Incentive Compensation

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Timothy K.

NewMarket Corporation Policy for the Recovery of Incentive Compensation (incorporated by reference to Exhibit 97 to Form 10-K (File No.

1-32190) filed February 15, 2024)

101 XBRL Instance Document and Related Items

5 unchanged sentences

NEWMARKET CORPORATION

/s/ Thomas E.

/s/ T HOMAS E.

Gottwald, Chairman of the Board, President, and Chief Executive Officer)

4 unchanged sentences

Chairman of the Board, President, Chief Executive Officer, and Director (Principal Executive Officer)

/s/ W ILLIAM J.

/s/ T IMOTHY K .

Vice President and Chief Financial Officer (Principal Financial Officer)

5 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.

What changed 10-K

Item 9A. Controls and Procedures