NEWMARKET CORP 10-Q

ITEM 1. Financial Statements NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per-share amounts) Third Quarter Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net sales $ 690,311 $ 724,947 $ 2,089,766 $ 2,131,911 Cost of goods sold 480,667 481,107 1,423,145 1,453,251 Gross profit 209,644 243,840 666,621 678,660 Selling, general, and administrative expenses 43,944 42,124 132,350 129,329 Research, development, and testing expenses 35,024 32,193 100,574 92,056 Operating profit 130,676 169,523 433,697 457,275 Interest and financing expenses, net 8,374 14,157 29,809 45,721 Other income (expense), net 13,307 13,805 43,522 38,304 Income before income tax expense 135,609 169,171 447,410 449,858 Income tax expense 35,340 36,849 109,948 98,184 Net income $ 100,269 $ 132,322 $ 337,462 $ 351,674 Earnings per share - basic and diluted $ 10.67 $ 13.79 $ 35.78 $ 36.66 Cash dividends declared per share $ 2.75 $ 2.50 $ 8.25 $ 7.50 See accompanying Notes to Condensed Consolidated Financial Statements 4 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Third Quarter Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 100,269 $ 132,322 $ 337,462 $ 351,674 Other comprehensive income (loss): Pension plans and other postretirement benefits: 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 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 $ 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 Other comprehensive income (loss) 3,140 19,453 39,972 6,427 Comprehensive income $ 103,409 $ 151,775 $ 377,434 $ 358,101 See accompanying Notes to Condensed Consolidated Financial Statements 5 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share amounts) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 102,455 $ 77,476 Trade and other accounts receivable, less allowance for credit losses 438,789 395,450 Inventories 512,168 505,426 Prepaid expenses and other current assets 47,731 51,203 Total current assets 1,101,143 1,029,555 Property, plant, and equipment, net 739,742 735,361 Intangibles (net of amortization) and goodwill 731,463 750,424 Prepaid pension cost 527,147 490,418 Operating lease right-of-use assets, net 78,868 71,253 Deferred charges and other assets 55,827 52,530 Total assets $ 3,234,190 $ 3,129,541 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 265,778 $ 225,874 Accrued expenses 83,228 89,277 Dividends payable 21,573 22,037 Income taxes payable 18,529 15,798 Operating lease liabilities 16,908 15,337 Other current liabilities 4,471 6,155 Total current liabilities 410,487 374,478 Long-term debt 783,104 971,281 Operating lease liabilities - noncurrent 61,928 54,754 Other noncurrent liabilities 288,275 267,445 Total liabilities 1,543,794 1,667,958 Commitments and contingencies (Note 10) Shareholders’ equity: Common stock and paid-in capital (with no par value; authorized shares - 80,000,000 ; issued and outstanding shares - 9,397,122 at September 30, 2025 and 9,524,789 at December 31, 2024) 1,614 0 Accumulated other comprehensive income 72,842 32,870 Retained earnings 1,615,940 1,428,713 Total shareholders’ equity 1,690,396 1,461,583 Total liabilities and shareholders’ equity $ 3,234,190 $ 3,129,541 See accompanying Notes to Condensed Consolidated Financial Statements 6 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (in thousands, except share and per-share amounts) Common Stock and Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders’ Equity Shares Amount Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348 Net income 132,322 132,322 Other comprehensive income (loss) 19,453 19,453 Cash dividends ($ 2.50 per share) ( 23,987 ) ( 23,987 ) 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 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723 Net income 100,269 100,269 Other comprehensive income (loss) 3,140 3,140 Cash dividends ($ 2.75 per share) ( 25,841 ) ( 25,841 ) Repurchases of common stock 0 ( 180 ) ( 180 ) Stock-based compensation 501 1,279 6 1,285 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 Net income 351,674 351,674 Other comprehensive income (loss) 6,427 6,427 Cash dividends ($ 7.50 per share) ( 71,959 ) ( 71,959 ) Tax withholdings related to stock-based compensation ( 1,816 ) ( 1,118 ) ( 1,118 ) Stock-based compensation 6,741 2,189 12 2,201 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 Net income 337,462 337,462 Other comprehensive income (loss) 39,972 39,972 Cash dividends ($ 8.25 per share) ( 77,739 ) ( 77,739 ) Repurchases of common stock ( 133,658 ) ( 941 ) ( 71,522 ) ( 72,463 ) Tax withholdings related to stock-based compensation ( 1,846 ) 0 ( 1,002 ) ( 1,002 ) Stock-based compensation 7,837 2,555 28 2,583 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 7 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 Cash and cash equivalents at beginning of year $ 77,476 $ 111,936 Cash flows from operating activities: Net income 337,462 351,674 Adjustments to reconcile net income to cash provided from operating activities: Depreciation and amortization 90,371 84,894 Deferred income tax expense (benefit) 12,198 ( 10,468 ) Working capital changes 4,517 ( 81,866 ) Cash pension and postretirement contributions ( 7,189 ) ( 8,940 ) Other, net ( 13,560 ) ( 939 ) Cash provided from (used in) operating activities 423,799 334,355 Cash flows from investing activities: Capital expenditures ( 49,639 ) ( 42,700 ) Acquisition of business (net of $ 15,588 of cash acquired) 0 ( 681,479 ) Cash provided from (used in) investing activities ( 49,639 ) ( 724,179 ) Cash flows from financing activities: Net borrowings under revolving credit facility 11,000 191,000 (Payment) proceeds on term loan ( 150,000 ) 250,000 Principal payment on 3.78 % senior notes ( 50,000 ) 0 Repurchases of common stock ( 77,218 ) 0 Dividends paid ( 77,739 ) ( 71,959 ) Debt issuance costs 0 ( 2,251 ) Other, net ( 6,150 ) ( 9,758 ) Cash provided from (used in) financing activities ( 350,107 ) 357,032 Effect of foreign exchange on cash and cash equivalents 926 1,166 Increase (decrease) in cash and cash equivalents 24,979 ( 31,626 ) Cash and cash equivalents at end of period $ 102,455 $ 80,310 See accompanying Notes to Condensed Consolidated Financial Statements 8 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. 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 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. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC), but do not include all disclosures required by GAAP for complete annual consolidated financial statements. 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 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. Supplier Finance Program We offer our vendors a supplier finance program, which allows our vendors to receive payment from a third-party finance provider earlier than our normal payment terms would provide. NewMarket and its subsidiaries are not a party to any arrangement between our vendors and the finance provider, and there are no assets pledged as security or other forms of guarantees provided by NewMarket to the finance provider. 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 September 30, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material. 2. Acquisition of Business On January 16, 2024, we completed the acquisition of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC), for approximately $ 697 million. Based in Cedar City, Utah, AMPAC has one operating facility from which it manufactures and sells critical specialty materials primarily used in solid rocket motors for space launch and military defense applications. AMPAC is qualified on many NASA and Department of Defense programs and has been serving space launch and national defense programs for more than 60 years. The acquisition of AMPAC expands our presence in mission-critical, resilient sectors. It was funded by cash on hand and borrowings under our then existing revolving credit facility. The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024. The fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions): Cash and cash equivalents $ 16 Trade and other accounts receivable, net 6 Inventories 25 Prepaid expenses and other current assets 3 Property, plant, and equipment, net 111 Intangibles and goodwill 650 Deferred charges and other assets 5 Accounts payable ( 3 ) Accrued expenses ( 5 ) Other noncurrent liabilities ( 111 ) Fair value of net assets acquired $ 697 9 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Identified intangible assets acquired consisted of the following (in millions): Fair Value Estimated Useful Lives (in years) Customer base $ 275 17.5 Formulas and technology 60 8 Trademarks and trade names 30 15 Water rights 29 indefinite $ 394 As part of the acquisition, we recorded $ 256 million of goodwill. The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the value of the skilled assembled workforce of AMPAC. All of the goodwill recognized is part of the specialty materials segment, and none of the goodwill is deductible for income tax purposes. 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 third quarter and nine months ended September 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 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 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 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 Income before income taxes 172,013 456,988 10 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. Net Sales Our revenues are predominantly derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and EMEAI (Europe/Middle East/Africa/India) regions. Our petroleum additives customers primarily consist of global, national, and independent oil companies. Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts. 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. Our specialty materials customers are primarily contractors or subcontractors of the U.S. government. Specialty materials contracts generally include one performance obligation, which is typically satisfied at a point in time when the products are shipped from the plant site. In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue. These prepayments from customers are recorded as a contract liability until we recognize the revenue. Some of our contracts also include variable consideration in the form of rebates, tiered pricing, and/or business development funds. We regularly review these and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified. The following table provides information on our net sales by geographic area. Information on net sales by segment is presented in Note 4. Third Quarter Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Net sales United States $ 273,333 $ 305,382 $ 813,356 $ 827,101 Europe, Middle East, Africa, India 211,017 201,538 625,588 612,828 Asia Pacific 127,412 136,691 406,336 441,793 Other foreign 78,549 81,336 244,486 250,189 Net sales $ 690,311 $ 724,947 $ 2,089,766 $ 2,131,911 4. Segment Information We have two reportable segments – petroleum additives and specialty materials. The petroleum additives segment includes lubricant and fuel additives which are necessary for the efficient and reliable operation of vehicles and machinery. The specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications. The petroleum additives and specialty materials segments are managed separately by the president of Afton and the president of AMPAC, respectively. The “All other” category shown in the tables below includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl. We have determined that our chief executive officer is the chief operating decision maker (CODM) who makes key operating decisions and assesses the performance of the reportable segments. The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments. The segment accounting policies are the same as those described in Note 1 of our 2024 Annual Report. NewMarket Services expenses are billed to Afton, AMPAC, and Ethyl based on the services provided. Depreciation on segment property, plant, and equipment, as well as amortization of segment definite-lived intangible assets and lease right-of-use assets are included in segment operating profit. No transfers occurred between any of the petroleum additives segment, specialty materials segment, and the “All other” category during the periods presented. 11 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 Net sales Petroleum additives Lubricant additives $ 550,447 $ 568,450 $ 1,666,104 $ 1,715,559 Fuel additives 98,638 94,564 282,410 294,545 Total 649,085 663,014 1,948,514 2,010,104 Specialty materials 38,178 59,094 133,936 114,151 All other 3,048 2,839 7,316 7,656 Total net sales $ 690,311 $ 724,947 $ 2,089,766 $ 2,131,911 Segment operating profit Petroleum additives Net sales $ 649,085 $ 663,014 $ 1,948,514 $ 2,010,104 Cost of goods sold ( 449,666 ) ( 441,669 ) ( 1,335,886 ) ( 1,366,205 ) Research, development, and testing expenses ( 35,024 ) ( 32,215 ) ( 100,574 ) ( 92,078 ) Other segment items ( 33,088 ) ( 31,662 ) ( 98,805 ) ( 95,625 ) Petroleum additives segment operating profit 131,307 157,468 413,249 456,196 Specialty materials Net sales 38,178 59,094 133,936 114,151 Other segment items ( 32,193 ) ( 43,132 ) ( 94,217 ) ( 98,184 ) Specialty materials segment operating profit 5,985 15,962 39,719 15,967 Total segment operating profit 137,292 173,430 452,968 472,163 All other ( 576 ) ( 93 ) ( 2,228 ) ( 1,548 ) Corporate, general, and administrative expenses ( 5,692 ) ( 3,953 ) ( 16,992 ) ( 13,495 ) Interest and financing expenses, net ( 8,374 ) ( 14,157 ) ( 29,809 ) ( 45,721 ) Other income (expense), net 12,959 13,944 43,471 38,459 Income before income tax expense $ 135,609 $ 169,171 $ 447,410 $ 449,858 The significant expense categories of cost of goods sold and research, development, and testing expenses are shown in the above segment operating profit table for the petroleum additives segment and are regularly provided to the CODM. The other segment items for the petroleum additives segment represent selling, general, and administrative expenses, as well as corporate services allocated to the reporting segment. The other segment items for the specialty materials segment include costs of goods sold; selling, general, and administrative expenses; and corporate services allocated to the reporting segment. Significant expense categories of the specialty materials segment are not regularly provided to the CODM. Asset information by segment is not reported internally or otherwise regularly provided to the CODM. 12 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 Additions to long-lived assets Petroleum additives $ 20,080 $ 16,513 $ 56,803 $ 55,461 Specialty materials 8,654 607 13,681 3,025 All other 0 0 0 2 Corporate 1,413 188 3,475 1,026 Total additions to long-lived assets $ 30,147 $ 17,308 $ 73,959 $ 59,514 Depreciation and amortization Petroleum additives $ 23,267 $ 19,446 $ 60,946 $ 57,539 Specialty materials 8,885 9,392 26,607 24,412 All other 13 13 37 36 Corporate 936 913 2,781 2,907 Total depreciation and amortization $ 33,101 $ 29,764 $ 90,371 $ 84,894 5. Pension Plans and Other Postretirement Benefits 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 Domestic plans Pension benefits $ 2,504 $ 835 Postretirement benefits 1,066 355 Foreign plans Pension benefits 3,619 1,589 The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. 13 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Domestic Pension Benefits Postretirement Benefits Third Quarter Ended September 30, (in thousands) 2025 2024 2025 2024 Service cost $ 2,770 $ 3,177 $ 144 $ 216 Interest cost 6,196 5,997 371 372 Expected return on plan assets ( 15,122 ) ( 14,030 ) ( 202 ) ( 191 ) Amortization of prior service cost (credit) 50 47 ( 757 ) ( 757 ) Amortization of actuarial net (gain) loss ( 1,021 ) ( 367 ) ( 126 ) ( 71 ) Net periodic benefit cost (income) $ ( 7,127 ) $ ( 5,176 ) $ ( 570 ) $ ( 431 ) Domestic Pension Benefits Postretirement Benefits Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Service cost $ 8,485 $ 9,255 $ 422 $ 485 Interest cost 18,597 17,646 1,198 1,208 Expected return on plan assets ( 45,350 ) ( 41,295 ) ( 600 ) ( 576 ) Amortization of prior service cost (credit) 140 140 ( 2,271 ) ( 2,271 ) Amortization of actuarial net (gain) loss ( 3,044 ) ( 1,282 ) ( 266 ) ( 102 ) Net periodic benefit cost (income) $ ( 21,172 ) $ ( 15,536 ) $ ( 1,517 ) $ ( 1,256 ) Foreign Pension Benefits Third Quarter Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Service cost $ 884 $ 1,084 $ 2,550 $ 3,246 Interest cost 1,765 1,625 5,124 4,851 Expected return on plan assets ( 4,177 ) ( 3,371 ) ( 12,159 ) ( 10,020 ) Amortization of prior service cost (credit) 36 35 108 105 Amortization of actuarial net (gain) loss ( 266 ) ( 5 ) ( 774 ) ( 18 ) Net periodic benefit cost (income) $ ( 1,758 ) $ ( 632 ) $ ( 5,151 ) $ ( 1,836 ) 6. Earnings Per Share 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. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. 14 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Third Quarter Ended September 30, Nine Months Ended September 30, (in thousands, except per-share amounts) 2025 2024 2025 2024 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 100,269 $ 132,322 $ 337,462 $ 351,674 Earnings allocated to participating securities ( 390 ) ( 474 ) ( 1,296 ) ( 1,247 ) Net income attributable to common shareholders after allocation of earnings to participating securities $ 99,879 $ 131,848 $ 336,166 $ 350,427 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 9,360 9,561 9,394 9,559 Earnings per share - basic and diluted $ 10.67 $ 13.79 $ 35.78 $ 36.66 7. Inventories (in thousands) September 30, 2025 December 31, 2024 Finished goods and work-in-process $ 402,302 $ 403,459 Raw materials 79,645 77,258 Stores, supplies, and other 30,221 24,709 $ 512,168 $ 505,426 8. Intangibles (Net of Amortization) and Goodwill 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. September 30, 2025 December 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 60,000 $ 12,845 $ 60,000 $ 7,220 Customer bases 280,440 31,784 280,440 19,856 Trademarks and trade names 30,000 3,425 30,000 1,925 Water rights 29,392 29,392 Goodwill 379,685 379,593 $ 779,517 $ 48,054 $ 779,425 $ 29,001 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 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. 15 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Amortization expense was (in thousands): 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 $ 6,351 2026 25,404 2027 25,404 2028 25,355 2029 25,214 2030 25,214 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. 9. Long-term Debt (in thousands) September 30, 2025 December 31, 2024 Senior notes - 2.70 % due 2031 (net of related deferred financing costs) $ 395,170 $ 394,506 Senior notes - 3.78 % due 2029 200,000 250,000 Term loan (net of related deferred financing costs) 99,934 249,775 Revolving credit facility 88,000 77,000 $ 783,104 $ 971,281 Senior Notes - The 2.70 % senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $ 400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. The 3.78 % senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers. 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 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. We borrowed the entire $ 250 million available under the term loan credit agreement and are required to repay the principal amount borrowed under the term loan in full at maturity. We may, in our sole discretion and subject to the conditions set forth in the term loan credit agreement, prepay amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity are not available for additional borrowings by NewMarket. 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 nine months of 2025 and 6.5 % during the year ended December 31, 2024. 16 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. 10. Commitments and Contingencies Legal Matters We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below. 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. Environmental We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party. 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 $ 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 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. Leases 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. 17 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 11. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) The balances of, and changes in, the components of accumulated other comprehensive income (loss), net of tax, consist of the following: (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2023 $ 79,966 $ ( 101,037 ) $ ( 21,071 ) Other comprehensive income (loss) before reclassifications ( 1,600 ) 10,578 8,978 Amounts reclassified from accumulated other comprehensive loss (a) ( 2,551 ) 0 ( 2,551 ) Other comprehensive income (loss) ( 4,151 ) 10,578 6,427 Balance at September 30, 2024 $ 75,815 $ ( 90,459 ) $ ( 14,644 ) Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870 Other comprehensive income (loss) before reclassifications 899 43,610 44,509 Amounts reclassified from accumulated other comprehensive loss (a) ( 4,537 ) 0 ( 4,537 ) Other comprehensive income (loss) ( 3,638 ) 43,610 39,972 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). See Note 5 in this Quarterly Report on Form 10-Q and Note 18 in our 2024 Annual Report for further information. 12. Fair Value Measurements 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 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 September 30, 2025. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy. September 30, 2025 December 31, 2024 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt $ 783,104 $ 745,043 $ 971,281 $ 906,925 13. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09). The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid. ASU 2023-09 was effective for our annual reporting period beginning January 1, 2025. The required disclosures will be included in our 2025 Annual Report on Form 10-K. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement 18 Expenses" (ASU 2024-03). The FASB issued ASU 2024-03 to improve disclosures surrounding expenses in commonly presented captions including Cost of goods sold; Selling, general, and administrative expenses; and Research, development, and testing expenses. The additional expense information required to be disclosed includes purchases of inventory, employee compensation, depreciation, intangible assets amortization, and total selling expenses, as well as a qualitative description of amounts remaining that have not been separately presented. ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting periods beginning January 1, 2028. Early adoption is permitted. 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. 14. 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. 19 Table of Contents