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Item 1. Financial Statements

2025-10-31 compared with 2025-07-31 · 107 added, 84 removed, 405 unchanged (32% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per-share amounts) Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands, except per-share amounts) Third Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

15 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) Third Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Pension plans and other postretirement benefits:

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 175 ) in the second quarter 2025, $( 173 ) in the second quarter 2024, $( 352 ) in the six months 2025, and $( 347 ) in the six months 2024

Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $( 8 ) in the third quarter 2025, $ 0 in the third quarter 2024, $( 8 ) in the nine months 2025, and $ 0 in nine months 2024

( 24 ) 0 ( 24 ) 0

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 344 ) in the second quarter 2025, $( 122 ) in the second quarter 2024, $( 685 ) in the six months 2025, and $( 244 ) in the six months 2024

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 175 ) in the third quarter 2025, $( 173 ) in the third quarter 2024, $( 527 ) in the nine months 2025, and $( 520 ) in the nine months 2024

( 495 ) ( 501 ) ( 1,494 ) ( 1,505 )

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 323 in the third quarter 2025, $( 552 ) in the third quarter 2024, $ 323 in nine months 2025, and $( 552 ) in nine months 2024

923 ( 1,600 ) 923 ( 1,600 )

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 363 ) in the third quarter 2025, $( 114 ) in the third quarter 2024, $( 1,048 ) in the nine months 2025, and $( 358 ) in the nine months 2024

( 1,053 ) ( 331 ) ( 3,043 ) ( 1,046 )

Total pension plans and other postretirement benefits ( 649 ) ( 2,432 ) ( 3,638 ) ( 4,151 )

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 377 in the second quarter 2025, $( 850 ) in the second quarter 2024, $ 873 in the six months 2025, and $( 1,088 ) in the six months 2024

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 224 in the third quarter 2025, $ 137 in the third quarter 2024, $ 1,097 in the nine months 2025, and $( 951 ) in the nine months 2024

3,789 21,885 43,610 10,578

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) June 30,

(in thousands, except share amounts) September 30,

2025 December 31,

28 unchanged sentences

authorized shares - 80,000,000 ;

issued and outstanding shares - 9,396,621 at June 30, 2025 and 9,524,789 at December 31, 2024)

issued and outstanding shares - 9,397,122 at September 30, 2025 and 9,524,789 at December 31, 2024)

Accumulated other comprehensive income 72,842 32,870

9 unchanged sentences

Shares Amount

Balance at March 31, 2024 9,594,250 $ 1,406 $ ( 28,874 ) $ 1,179,756 $ 1,152,288

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

Net income 132,322 132,322

3 unchanged sentences

Stock-based compensation 901 1,149 1 1,150

Balance at September 30, 2024 9,595,011 $ 3,201 $ ( 14,644 ) $ 1,375,729 $ 1,364,286

Balance at June 30, 2025

Balance at March 31, 2025 9,434,506 $ 0 $ 43,896 $ 1,475,600 $ 1,519,496

9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

Net income 100,269 100,269

4 unchanged sentences

Stock-based compensation 501 1,279 6 1,285

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

Balance at September 30, 2025 9,397,122 $ 1,614 $ 72,842 $ 1,615,940 $ 1,690,396

Balance at December 31, 2023 9,590,086 $ 2,130 $ ( 21,071 ) $ 1,096,002 $ 1,077,061

6 unchanged sentences

Stock-based compensation 6,741 2,189 12 2,201

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

Balance at September 30, 2024 9,595,011 $ 3,201 $ ( 14,644 ) $ 1,375,729 $ 1,364,286

Balance at December 31, 2024 9,524,789 0 $ 32,870 $ 1,428,713 $ 1,461,583

7 unchanged sentences

Stock-based compensation 7,837 2,555 28 2,583

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

Balance at September 30, 2025 9,397,122 $ 1,614 $ 72,842 $ 1,615,940 $ 1,690,396

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Six Months Ended June 30,

(in thousands) Nine Months Ended September 30,

Cash and cash equivalents at beginning of year $ 77,476 $ 111,936

14 unchanged sentences

Cash flows from financing activities:

Net (repayments) borrowings under revolving credit facility ( 30,000 ) 279,000

Net borrowings under revolving credit facility

11,000 191,000

(Payment) proceeds on term loan ( 150,000 ) 250,000

6 unchanged sentences

Effect of foreign exchange on cash and cash equivalents 926 1,166

Decrease in cash and cash equivalents ( 7,219 ) ( 24,304 )

Increase (decrease) in cash and cash equivalents

24,979 ( 31,626 )

Cash and cash equivalents at end of period $ 102,455 $ 80,310

3 unchanged sentences

Financial Statement Presentation

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of June 30, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the second quarter and six months ended June 30, 2025 and June 30, 2024, and our cash flows for the six months ended June 30, 2025 and June 30, 2024.

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of September 30, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the third quarter and nine months ended September 30, 2025 and September 30, 2024, and our cash flows for the nine months ended September 30, 2025 and September 30, 2024.

All adjustments are of a normal, recurring nature, unless otherwise disclosed.

1 unchanged sentence

These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report), as filed with the SEC.

The results of operations for the six-month period ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

The results of operations for the nine-month period ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries.

3 unchanged sentences

For those vendors who opt to participate in the program, we pay the finance provider the full amount of the invoices on the normal due date.

At both June 30, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

At both September 30, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

Acquisition of Business

29 unchanged sentences

The allocation of the purchase price of AMPAC to the tangible and intangible assets acquired and liabilities assumed was developed using estimates of fair value.

Acquisition-related charges of $ 1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in our Consolidated Statements of Income for the second quarter and six months ended June 30, 2024.

We accounted for this acquisition using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations and have included the results of operations of the acquired business from the date of acquisition in our Consolidated Statements of Income as well as in the specialty materials segment in Note 4.

These results include a charge related to the sale of finished goods inventory acquired, which was recorded at fair value on the acquisition date and sold to customers during 2024.

The following table presents the financial results in thousands for AMPAC from the date of acquisition through June 30, 2024 and for the second quarter ended June 30, 2024 (in thousands).

AMPAC Second Quarter Ended June 30, 2024 January 16 to

June 30, 2024

The following table presents the financial results in thousands for AMPAC from the date of acquisition through September 30, 2024 and for the third quarter ended September 30, 2024 (in thousands).

AMPAC Third Quarter Ended

September 30, 2024 January 16 to

September 30, 2024

Net sales $ 59,094 $ 114,151

Income (loss) before income taxes 4,923 ( 78 )

The following table presents our estimated unaudited pro forma consolidated results for the second quarter and six months ended June 30, 2024, assuming the acquisition of AMPAC had occurred on January 1, 2023.

Income before income taxes 16,274 16,196

The following table presents our estimated unaudited pro forma consolidated results for the third quarter and nine months ended September 30, 2024, assuming the acquisition of AMPAC had occurred on January 1, 2023.

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been realized if the acquisition had been completed at the beginning of 2023, nor is it indicative of expected results for any future period.

In addition, no effect is given to any future synergistic benefits that could result from the integration of AMPAC into NewMarket.

Unaudited pro forma information for the second quarter and six months ended June 30, 2024 includes adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees.

The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the second quarter and six months ended June 30, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes since on a pro forma basis, they would have been incurred during 2023.

Pro Forma Supplemental Information (unaudited) (in thousands)

Consolidated Second Quarter Ended

June 30, 2024 Six Months Ended

June 30, 2024

Unaudited pro forma information for the third quarter and nine months ended September 30, 2024 includes adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees.

The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the third quarter and nine months ended September 30, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes since on a pro forma basis, they would have been incurred during 2023.

Pro Forma Supplemental Information (in thousands)

Consolidated Third Quarter Ended

September 30, 2024 Nine Months Ended

September 30, 2024

Net sales $ 724,947 $ 2,137,011

7 unchanged sentences

Additionally, we have revenue from the manufacture and sale of critical specialty materials products used primarily in solid rocket motors for space launch and military defense applications.

The sale of specialty materials products is predominantly to customers located in the United States, with limited amounts to customers in other countries.

The sale of specialty materials products is predominantly to customers located in the United States.

Our specialty materials customers are primarily contractors or subcontractors of the U.S.

6 unchanged sentences

Information on net sales by segment is presented in Note 4.

Second Quarter Ended June 30, Six Months Ended June 30,

Third Quarter Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

16 unchanged sentences

No transfers occurred between any of the petroleum additives segment, specialty materials segment, and the “All other” category during the periods presented.

The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the second quarter and six months ended June 30, 2025 and June 30, 2024.

No single customer accounted for 10% or more of our total net sales in any period presented.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Second Quarter Ended June 30, Six Months Ended June 30,

The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the third quarter and nine months ended September 30, 2025 and September 30, 2024.

No single customer accounted for 10% or more of our total net sales in any period presented.

Third Quarter Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

30 unchanged sentences

Asset information by segment is not reported internally or otherwise regularly provided to the CODM.

The following tables show additions to long-lived assets by segment and depreciation and amortization by segment and the reconciliation to both consolidated amounts.

The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Second Quarter Ended June 30, Six Months Ended June 30,

The following tables show additions to long-lived assets by segment and depreciation and amortization by segment and the reconciliation to both consolidated amounts.

The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets.

Third Quarter Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the six months ended June 30, 2025, as well as the remaining cash contributions we expect to make during the year ending December 31, 2025, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Six Months Ended

June 30, 2025 Expected Remaining Cash Contributions for Year Ending

The table below shows cash contributions made during the nine months ended September 30, 2025, as well as the remaining cash contributions we expect to make during the year ending December 31, 2025, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Nine Months Ended

September 30, 2025 Expected Remaining Cash Contributions for Year Ending

December 31, 2025

9 unchanged sentences

The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pension Benefits Postretirement Benefits

Second Quarter Ended June 30,

Third Quarter Ended September 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Net periodic benefit cost (income) $ ( 7,127 ) $ ( 5,176 ) $ ( 570 ) $ ( 431 )

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pension Benefits Postretirement Benefits

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Pension Benefits

Second Quarter Ended June 30, Six Months Ended June 30,

Third Quarter Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Earnings Per Share

We had 37,202 shares of nonvested restricted stock at June 30, 2025 and 34,538 shares of nonvested restricted stock at June 30, 2024 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

We had 36,983 shares of nonvested restricted stock at September 30, 2025 and 34,474 shares of nonvested restricted stock at September 30, 2024 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends.

1 unchanged sentence

The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.

Second Quarter Ended June 30, Six Months Ended June 30,

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Third Quarter Ended September 30, Nine Months Ended September 30,

(in thousands, except per-share amounts) 2025 2024 2025 2024

6 unchanged sentences

Earnings per share - basic and diluted $ 10.67 $ 13.79 $ 35.78 $ 36.66

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

September 30,

2025 December 31,

4 unchanged sentences

Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $ 738 million at June 30, 2025 and $ 750 million at December 31, 2024.

The net carrying amount of intangibles and goodwill was $ 731 million at September 30, 2025 and $ 750 million at December 31, 2024.

The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Gross

10 unchanged sentences

Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 607 million is attributable to the specialty materials segment.

The change in the gross carrying amount between December 31, 2024 and June 30, 2025 is due to the foreign currency fluctuation on goodwill in the petroleum additives segment.

The change in the gross carrying amount between December 31, 2024 and September 30, 2025 is due to the foreign currency fluctuation on goodwill in the petroleum additives segment.

See Note 2 for further information on the intangibles and goodwill obtained with the AMPAC acquisition.

There is no accumulated goodwill impairment.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was (in thousands):

Second quarter ended June 30, 2025 $ 6,351

Six months ended June 30, 2025 12,702

Second quarter ended June 30, 2024 6,388

Six months ended June 30, 2024 11,760

Third quarter ended September 30, 2025 $ 6,351

Nine months ended September 30, 2025 19,053

Third quarter ended September 30, 2024 6,351

Nine months ended September 30, 2024 18,111

Estimated amortization expense for the remainder of 2025, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

2025 $ 12,702

We amortize the formulas and technology over 8 years, the customer bases over 17.5 to 20 years, and the trademarks and trade names over 15 years.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

10 unchanged sentences

We made the first principal payment of $50 million on January 4, 2025 and have four remaining principal payments of $50 million due January 4 of each year through 2029.

We were in compliance with all covenants under all issuances of senior notes as of June 30, 2025 and December 31, 2024.

We were in compliance with all covenants under all issuances of senior notes as of September 30, 2025 and December 31, 2024.

Term Loan Credit Agreement - The term loan credit agreement is unsecured, has a borrowing capacity of $ 250 million, a term of two years, and matures on January 22, 2026.

2 unchanged sentences

Any amounts prepaid prior to maturity are not available for additional borrowings by NewMarket.

We repaid $ 50 million on the term loan credit agreement during the second quarter of 2025.

We were in compliance with all covenants under the term loan credit agreement as of June 30, 2025 and December 31, 2024.

We repaid $ 150 million on the term loan credit agreement during the first nine months of 2025.

We were in compliance with all covenants under the term loan credit agreement as of September 30, 2025 and December 31, 2024.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $ 900 million, a term of five years, and matures on January 22, 2029.

The obligations under the revolving credit facility are unsecured.

The average interest rate for borrowings under the revolving credit agreement was 5.6 % during the first six months of 2025 and 6.5 % during the year ended December 31, 2024.

Outstanding borrowings under the revolving credit facility amounted to $ 47 million at June 30, 2025 and $ 77 million at December 31, 2024.

Outstanding letters of credit amounted to approximately $ 4 million at both June 30, 2025 and December 31, 2024.

The unused portion of the revolving credit facility amounted to $ 849 million at June 30, 2025 and $ 819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of June 30, 2025 and December 31, 2024.

The average interest rate for borrowings under the revolving credit agreement was 5.6 % during the first nine months of 2025 and 6.5 % during the year ended December 31, 2024.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Outstanding borrowings under the revolving credit facility amounted to $ 88 million at September 30, 2025 and $ 77 million at December 31, 2024.

Outstanding letters of credit amounted to approximately $ 4 million at both September 30, 2025 and December 31, 2024.

The unused portion of the revolving credit facility amounted to $ 808 million at September 30, 2025 and $ 819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of September 30, 2025 and December 31, 2024.

Commitments and Contingencies

4 unchanged sentences

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Environmental

1 unchanged sentence

While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 11 million at both June 30, 2025 and December 31, 2024.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 13 million at September 30, 2025 and $ 11 million at December 31, 2024.

Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets .

Our more significant environmental sites include a former plant site in Baton Rouge, Louisiana and a Houston, Texas plant site.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at June 30, 2025 and $ 9 million at December 31, 2024, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at June 30, 2025 and $ 11 million at December 31, 2024.

At June 30, 2025, we had commitments of approximately $ 4 million for finance leases that have not yet commenced.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at September 30, 2025 and $ 9 million at December 31, 2024, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at September 30, 2025 and $ 11 million at December 31, 2024.

At September 30, 2025, we had operating lease commitments of approximately $ 2 million and finance lease commitments of approximately $ 4 million for leases that have not yet commenced.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Other comprehensive income (loss) ( 4,151 ) 10,578 6,427

Balance at June 30, 2024 $ 78,247 $ ( 112,344 ) $ ( 34,097 )

Balance at September 30, 2024 $ 75,815 $ ( 90,459 ) $ ( 14,644 )

Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870

2 unchanged sentences

Other comprehensive income (loss) ( 3,638 ) 43,610 39,972

Balance at June 30, 2025 $ 148,969 $ ( 79,267 ) $ 69,702

Balance at September 30, 2025 $ 148,320 $ ( 75,478 ) $ 72,842

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income).

1 unchanged sentence

Fair Value Measurements

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 70 million at June 30, 2025 and $ 77 million at December 31, 2024.

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 102 million at September 30, 2025 and $ 77 million at December 31, 2024.

The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the six months ended June 30, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

No material events occurred during the nine months ended September 30, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our outstanding senior notes and term loan.

The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk.

The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to June 30, 2025.

The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to September 30, 2025.

The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Carrying

10 unchanged sentences

2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses" (ASU 2024-03).

Disaggregation of Income Statement

Expenses" (ASU 2024-03).

The FASB issued ASU 2024-03 to improve disclosures surrounding expenses in commonly presented captions including Cost of goods sold;

5 unchanged sentences

We are currently assessing the impact that the adoption of ASU 2024-03 will have on the disclosures in our consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06).

The FASB issued ASU 2025-06 to modernize the accounting for costs related to internal-use software to better align with how software is developed and to clarify the threshold to be applied to begin capitalizing costs.

ASU 2025-06 is effective for our annual and quarterly reporting periods beginning January 1, 2028.

Early adoption is permitted.

We are currently assessing the impact that the adoption of ASU 2025-06 will have on our consolidated financial statements.

Subsequent Events

On October 1, 2025, we completed the acquisition of Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca).

Calca is the nation’s leading producer of UltraPure and high-purity hydrazine – essential, mission-critical propellants that enable advanced aerospace and defense applications.

Calca’s products are integral to in-space propulsion systems for satellites, space probes, and other vehicles that operate in the most demanding environments.

For more than 70 years, Calca has supplied high-purity hydrazine to the U.S.

Department of Defense’s Defense Logistics Agency – Energy.

The acquisition was funded by cash on hand and borrowings under our revolving credit facility.

A preliminary purchase price allocation and any pro forma financial disclosures required by Accounting Standards Codification 805 - Business Combinations will be included in our 2025 Annual Report on Form 10-K.

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-Q

Item 1. Financial Statements