What changed in this filing

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Item 1. Business

2026-02-12 compared with 2025-02-14 · 82 added, 63 removed, 238 unchanged (38% of the section changed)

NewMarket Corporation (NewMarket) (NYSE:

NEU) is a holding company and is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC), NewMarket Services Corporation (NewMarket Services), and NewMarket Development Corporation (NewMarket Development).

We acquired AMPAC on January 16, 2024, for approximately $697 million.

NEU) is a holding company and is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC), Calca Solutions, LLC (Calca), NewMarket Services Corporation (NewMarket Services), and NewMarket Development Corporation (NewMarket Development).

We acquired Calca on October 1, 2025.

Each of our subsidiaries manages its own assets and liabilities.

Afton manufactures and sells petroleum additives, while Ethyl markets antiknock compounds in North America and performs contracted manufacturing and related services.

AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries.

AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries, and Calca is a producer of hydrazine products used primarily in aerospace and defense applications.

NewMarket Development manages the real property that we own in Virginia.

NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, and NewMarket Development.

NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, Calca, and NewMarket Development.

NewMarket Services expenses are billed to each subsidiary pursuant to services agreements between the companies.

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Dollar-denominated transactions, letters of credit, and prepaid transactions.

With approximately 450 employees in research, development, and testing, Afton is dedicated to developing additive formulations that are tailored to our customers’ and the end-users’ specific needs.

With almost 450 employees in research, development, and testing, Afton is dedicated to developing additive formulations that are tailored to our customers’ and the end-users’ specific needs.

Afton’s portfolio of technologically-advanced, value-added products allows it to provide a full range of products, services, and solutions to its customers.

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AMPAC has long-term relationships with customers and the ability to formulate products to meet the various specification requirements of its customers, resulting in AMPAC being a global leader in specialty materials for use in solid rocket motors.

Calca also has operations in the United States and is the nation's leading producer of Ultra Pure ® and high-purity hydrazine.

These specialty materials are essential, mission-critical propellants that enable advanced aerospace and defense applications.

NewMarket Development manages the real property we own in Richmond, Virginia consisting of approximately 50 acres.

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Business Segments

For the periods presented in this Annual Report on Form 10-K, our business was composed of two segments, petroleum additives, which is primarily represented by Afton, and specialty materials, which is represented by AMPAC.

The antiknock compounds business of Ethyl is reflected in the “All other” category.

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Lubricant additives are essential ingredients for making lubricating oils.

Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oils, transmission fluids, off-road powertrain and hydraulic systems, gear oils, hydraulic oils, and turbine oils, and virtually any other application where metal-to-metal moving parts are utilized.

Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oils, transmission fluids, off-road powertrain and hydraulic systems, gear oils, hydraulic oils, turbine oils, and virtually any other application where metal-to-metal moving parts are utilized.

Lubricant additives are organic and synthetic chemical components that enhance wear protection, prevent deposits, and protect against the hostile operating environment of an engine, transmission, axle, hydraulic pump, or industrial machine.

Lubricants are widely used in operating machinery from transportation vehicles to heavy industrial equipment.

Lubricants provide a layer of protection between moving mechanical parts.

Lubricants are widely used in operating machinery from transportation vehicles to heavy industrial equipment to provide a layer of protection between moving mechanical parts.

Without this layer of protection, the normal functioning of machinery would not occur.

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Driveline Additives - The driveline additives submarket is comprised of additives designed for products such as transmission fluids, axle fluids, and off-road powertrain fluids.

This submarket shares in the 30% of the market not covered by engine oil additives.

This submarket shares in the 30% of the market which is not covered by engine oil additives.

Transmission fluids primarily serve as the power transmission and heat transfer medium in the area of the transmission where the torque of the drive shaft is transferred to the gears of the vehicle.

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This submarket also shares in the 30% of the market not covered by engine oil additives.

These products must conform to industry specifications, OEM requirements, and/or application and operating environment demands.

Industrial additives are generally sold to oil companies, service dealers for after-market servicing, and distributors.

These products must

conform to industry specifications, OEM requirements, and/or application and operating environment demands.

Industrial additives are generally sold to oil companies, service dealers for aftermarket servicing, and distributors.

Key drivers of the industrial additives marketplace are gross domestic product levels and industrial production.

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The need to continually increase technology performance and lower cost through formulation technology and cost improvement programs is vital for success in this environment.

Specialty Materials - Our specialty materials segment is principally engaged in the production of perchlorates, which include several grades of ammonium perchlorate, sodium perchlorate, and potassium perchlorate.

Ammonium perchlorate is a key component of solid rocket motors, booster motors, and missiles that are utilized in U.S.

Department of Defense (DOD) tactical and strategic missile programs.

Currently, there is no alternative to the use of these solid rocket motors for national security applications, and due to the critical role of ammonium perchlorate in such motors, we believe that the U.S.

government views us as a strategic national resource.

Specialty Materials - Our specialty materials segment is principally engaged in the production of both perchlorates, which include several grades of ammonium perchlorate, sodium perchlorate, and potassium perchlorate, and hydrazine, including Ultra Pure ® and high-purity hydrazine.

Perchlorates - Ammonium perchlorate is a key component of solid rocket motors, booster motors, and missiles that are utilized in U.S.

Department of War tactical and strategic missile programs.

Ammonium perchlorate is also used in space exploration programs for the National Aeronautics and Space Administration (NASA) and commercial space launch vehicles.

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We obtain export licenses on a case-by-case basis, which are dependent upon the ultimate use of our product.

Customers of ammonium perchlorate primarily consist of rocket motor manufacturers supplying the DOD and NASA programs, as well as entities providing commercial space launch applications and foreign military applications.

Customers of ammonium perchlorate primarily consist of rocket motor manufacturers supplying the U.S.

Department of War and NASA programs, as well as entities providing commercial space launch applications and foreign military applications.

Demand for ammonium perchlorate is program-specific and dependent upon, among other things, governmental appropriations.

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We also produce and sell different types and grades of sodium and potassium perchlorates, which have a wide variety of applications, including munitions, explosives, propellants, perchloric acid, initiators, electronics, batteries, plastics, electro-machining, and porcelain.

We believe we are the largest manufacturer and seller of ammonium perchlorate globally.

Hydrazine - Hydrazine is a highly reactive chemical used primarily in aerospace, defense, and space propulsion applications.

We produce multiple grades of hydrazine, including Ultra Pure ® and high-purity hydrazine, which are manufactured to meet stringent customer and program-specific specifications.

Hydrazine is a critical component in satellite propulsion systems, where it is used as a monopropellant for orbit insertion, station-keeping, attitude control, and deorbiting functions.

These applications are integral to both government and commercial satellite programs, including national security, civil space, and communications constellations.

Due to the demanding performance and reliability requirements of these missions, hydrazine products must meet exacting purity, stability, and contamination control standards.

We supply hydrazine products directly and through qualified distributors to U.S.

government agencies, government contractors, and commercial aerospace customers, as well as to certain international customers subject to applicable export controls.

The manufacture, handling, storage, transportation, and export of hydrazine are subject to extensive regulations, including environmental, safety, and export control requirements.

Export sales are conducted in compliance with U.S.

regulations and may require licensing depending on end use and destination.

Demand for hydrazine is driven by satellite production rates, launch activity, and on-orbit replacement cycles, as well as by governmental budgets and commercial space investment trends.

We believe that long-term growth in satellite deployment, including defense, civil, and commercial space applications, will continue to support demand for high-purity hydrazine products.

Competition - We believe we are a leading manufacturer and seller of ammonium perchlorate globally.

We are aware of other production capacity in the United States for perchlorate chemicals, including ammonium perchlorate, as well as production capacity in France, Japan, Brazil, China, India, and Taiwan.

While we have limited information with respect to these facilities, we believe that these producers are not qualified as ammonium perchlorate suppliers for most DOD and NASA programs, which represents the majority of domestic ammonium perchlorate demand.

While we have limited information with respect to these facilities, we believe that these producers are not qualified as ammonium perchlorate suppliers for most U.S.

Department of War and NASA programs, which represent the majority of domestic ammonium perchlorate demand.

Competition among producers of ammonium perchlorate is characterized by the ability to meet customer specifications including unique particle size requirements, reasonable lead times, and qualification of a given production process.

The need to maintain a qualified production process and meet changing demand requirements is vital for success in this environment.

We believe that we are the leading producer of Ultra Pure ® and high-purity hydrazine in the U.S.

We are aware of other hydrazine producers globally;

however, not all producers are qualified to supply Ultra Pure ® or high-purity hydrazine for aerospace, space propulsion, and defense applications.

Qualification of a hydrazine supplier and production process can require extended testing, customer audits, and program approvals.

Competition in the hydrazine market is characterized by limited qualified producers, high regulatory barriers to entry, and strict customer qualification requirements.

Customers evaluate suppliers based on product purity, consistency, safety performance, regulatory compliance, reliability of supply, and experience supporting mission-critical aerospace and defense programs.

All Other - The “All other” category includes the operations of the antiknock compounds business (primarily sales of antiknock compounds in North America), as well as certain contracted manufacturing and related services performed by Ethyl.

The Ethyl facility is located in Houston, Texas and is substantially dedicated to terminal operations related to antiknock compounds and other fuel additives.

Our Ethyl facility is located in Houston, Texas and is substantially dedicated to terminal operations related to antiknock compounds and other fuel additives.

The financial results of the petroleum additives activities performed by Ethyl are reflected in the petroleum additives segment results.

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In such cases, we manage our risk by maintaining safety stock of the raw material or qualifying alternate suppliers, which could take additional time to implement, but we are confident we can ensure continued supply for our customers.

While we have experienced improvement in the supply chain disruptions which impacted the petrochemicals industry over the past several years, we continuously monitor our raw material supply situation and adjust our procurement strategies as conditions require.

Specialty Materials - The primary raw materials for AMPAC are electricity, sodium chlorate, ammonia, and hydrochloric acid.

Graphite is utilized in the fabrication of the electrolytic cells used in the manufacturing process and which are replaced on a periodic basis.

While we have experienced improvement in the supply chain disruptions which impacted the petrochemicals industry over the past several years, we continuously monitor our raw material supply levels and adjust our procurement strategies as conditions require.

Specialty Materials - The primary raw materials are electricity, sodium chlorate, ammonia, chlorine, caustic, and hydrochloric acid.

Graphite is utilized in the fabrication of the electrolytic cells used in the manufacturing process of perchlorates and is replaced on a periodic basis.

All of the raw materials used in the manufacturing process are available in commercial quantities from multiple sources.

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A significant portion of our R&D investment is dedicated to the development of products that are differentiated by their ability to deliver improved fuel efficiency and durability in addition to robust performance in a wide range of new vehicle and industrial equipment designs.

Afton’s state-of-the art testing capabilities enable customized research in all areas of performance needed by both OEMs and tier one suppliers, including the latest advancements in e-mobility.

Afton’s state-of-the art testing capabilities enable

customized research in all areas of performance needed by both OEMs and tier one suppliers, including the latest advancements in e-mobility.

Our leading-edge capabilities and fundamental understanding in the areas of combustion, friction control, energy efficiency, electric motor compatibility, and wear prevention are used to set the stage for next-generation products in all areas.

In line with Afton’s vision, we continue to focus our technology to make the world a better place by reducing the use of chemicals of concern, using more raw materials from sustainable sources, developing additives that enable some of the world’s most fuel efficient fluids, creating fuel additives that enable engines to be more efficient, and being a market leader in transmission fluids for full battery electric vehicles.

We continue to operate our laboratories safely, and for the second year in a row, we achieved zero injuries across our R&D team globally.

In line with Afton’s vision, we continue to focus our technology to make the world a better place by reducing the use of chemicals of concern, using more raw materials from sustainable sources, developing additives that enable some of the world’s most energy efficient fluids, creating fuel additives that enable engines to be more efficient, and being a market leader in transmission fluids for full battery electric vehicles.

We continue to operate our laboratories safely with a focus on Vision of Zero - our vision of no injuries, accidents, incidents, or harm to the environment.

In 2025, we successfully launched new technologies across all our lubricant additives and fuel additives product areas.

We developed new engine oil products for passenger cars and commercial trucks in support of our customers in all the major regions of the world in which we operate, including engine oil technology designed for the latest passenger cars and heavy duty engine oil (HDEO) specification, best in class electric vehicle transmission fluid, more robust fuel additives, as well as technology-leading industrial fluids.

We continued to develop new products in multiple application areas in the industrial additives sector, including hydraulic, industrial gear, turbine, slideway, and grease additives.

Research is focused on the development of technologies that will provide differentiation to our customers in multiple performance areas, including equipment life, reliability, and energy efficiency, as well as eliminating or reducing chemicals of concern.

This includes launching our next generation wind turbine technology which maintains our technology leadership in this important and growing market, as well as important new industrial gear products.

Research continued in our transmission fluid, axle oil, and tractor fluid product lines.

This includes launching our next generation hydraulic and gear technology which maintains our technology leadership in this important market.

In the driveline additive submarket, research continued in our transmission fluid, axle oil, and tractor fluid product lines.

This included the development of new OEM-specific additives used in factory-fill fluids installed during automotive component and vehicle assembly.

We continue to launch new OEM-specific technology for full battery electric passenger and commercial vehicles and are a top supplier in this growing market.

We developed new products for the service-fill sector to provide our customers with

the latest additive technology available and continue to advance our market-leading and technology-leading battery electric vehicle transmission fluid which pushes the forefront of efficiency.

We developed new products for the service-fill sector to provide our customers with the latest additive technology available and continue to advance our market-leading and technology-leading battery electric vehicle transmission fluid which pushes the forefront of compatibility, gear protection, and efficiency.

We also provide leading technology in the fuel additives area.

In 2024, we developed new technology in both gasoline performance additives and diesel performance additives.

This includes launching new products related to our next generation diesel technology that is designed for not only conventional, but also renewable diesel.

In 2025, we continued to implement our latest gasoline and diesel technology.

Our next generation diesel technology is more efficient and is designed not only for conventional, but also renewable diesel.

In addition, we continue to maintain close interactions with regulatory, industry, and OEM leaders to guide our development of future fuel additives technologies based on well-defined market needs.

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We believe our patent position is strong, aggressively managed, and sufficient for the conduct of our business.

We also have several hundred trademark registrations throughout the world for our marks, including NewMarket ® , Afton Chemical ® , Ethyl ® , AMPAC ® , HiTEC ® , Passion for Solutions ® , Halotron ® , DriveMore ® , and Axcel ® .

Human Capital

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Our Values include:

• unquestioned integrity,

• unquestionable integrity,

• respect for people,

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Our Global Responsible Care Policy Statement includes a commitment to conduct operations in a manner that protects our employees, communities, and the environment, to comply with all applicable laws and regulations, and to reduce our environmental impact.

Additionally, in pursuit of our vision of zero incidents, we work with our employees and other key stakeholders to establish appropriate goals, objectives, and targets.

Both Afton and Ethyl have implemented Responsible Care ® Management Systems (RCMS) (RC14001 ® ) at North American facilities ("Responsible Care" is a registered service mark of the American Chemistry Council (ACC)).

Our Responsible Care ® management systems are certified by an independent third-party auditing process.

Additionally, in pursuit of our Vision of Zero, we work with our employees and other key stakeholders to establish appropriate goals, objectives, and targets.

Within NewMarket, our businesses are committed to globally implementing Responsible Care® (a registered service mark of the American Chemistry Council (ACC)) via formal EHS (environmental health and safety) Management Systems.

Our Responsible Care® management systems are certified by independent third-party auditing processes.

North American facilities within Ethyl and Afton have certified to RCMS and RC14001®, respectively.

Additionally, Afton’s Feluy, Belgium;

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and Singapore facilities are all certified to the environmental standard ISO 14001.

The Singapore site is also certified to ISO 45001, a global occupational health and safety standard.

Our San Juan del Rio, Mexico site is formally certified to RC 14001/ISO 14001.

Afton’s Sauget, Illinois plant continues to be an OSHA VPP (Voluntary Protection Program) “Star” worksite.

The AMPAC site in Cedar City, Utah has officially joined the ACC and embarked on its journey to RCMS certification.

The Singapore site is also certified to ISO 45001, a global occupational health and safety standard, and in 2025 became our first location to add ISO 50001 Energy Management certification.

Our San Juan del Rio, Mexico site is formally certified to both RC 14001/ISO 14001.

Afton’s Sauget, Illinois plant continues to proudly be an OSHA VPP (Voluntary Protection Program) “Star” worksite.

The AMPAC site in Cedar City, Utah joined the ACC in 2024 and is pursuing RCMS certification.

The newly acquired Calca

site in Lake Charles, Louisiana has been a leader in the Society of Chemical Manufacturers and Affiliates (SOCMA), implementing their ChemStewards® program, and will also pursue RCMS certification in the future.

In 2025, we continued to enhance our “Actively Caring” safety program, where people look out for the safety and welfare of others with courage and compassion, enabling the achievement of an injury-free environment.

The NewMarket worldwide injury/illness recordable rate (which is the number of injuries per 200,000 hours worked) was 1.10 in 2025.

While we had one serious injury from a trip at the Sauget site in 2024, there were zero recordable injuries at our Port Arthur, Ashland, Richmond R&D, Houston, Suzhou, and Tsukuba facilities.

The safety performance affirmed our Vision of Zero improvement plans and actions across the sites, as well as the importance placed on our safety-first culture.

We have organized to provide increased environmental, health, and safety support at key sites and emphasize accountability, as well as reporting "good catches" and "near misses" to help reduce risk and drive improved performance.

We are committed to achieving our aspiration of zero injuries and incidents.

As members of the ACC, we provide data on metrics used to track environmental impact, safety, energy use, community outreach and emergency preparedness, greenhouse gas intensity, and product stewardship performance of the ACC member companies.

These can be viewed at https://www.americanchemistry.com/chemistry-in-america/responsible-care-driving-safety-industry-performance/metrics-transparent-reporting/individual-member-company-performance-reporting.

We had zero serious injuries in 2025 and achieved zero recordable injuries at many Afton facilities including our Singapore, Ashland Technical Center, Port Arthur, Suzhou, and Tsukuba facilities.

Zero recordable injuries was also achieved for Calca, since its acquisition on October 1, 2025, and Ethyl.

We continue to focus on our Vision of Zero improvement plans and actions across our sites to advance our safety-first culture.

We launched a new investigation process for significant incidents that is delivering more thorough incident learning and better targeted corrective actions – while looking more deeply at root cause and contributing factors.

This is helping our leaders demonstrate ownership and accountability to help reduce risk and drive improved performance.

We share learnings across sites globally and remain more committed than ever to achieving our aspiration of zero injuries and incidents.

As members of the ACC, we provide data on metrics used to track environmental impact, safety, energy use, community outreach and emergency preparedness, greenhouse gas intensity, security and product stewardship performance along with other ACC member companies.

These can be viewed on the American Chemistry Council website.

The information on this website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference in this Annual Report on Form 10-K or any other filings we make with the Securities and Exchange Commission (SEC).

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As a chemical company, we are subject to regulation by local, state, federal, and foreign governmental authorities specific to the production, distribution, management, and stewardship of chemicals.

Our specialty materials segment is subject to the International Traffic in Arms Regulations, a set of U.S.

Certain portions of our specialty materials segment are subject to the International Traffic in Arms Regulations, a set of U.S.

government regulations that controls the export of defense and military technologies, and its international sales require export licenses on a case-by-case basis.

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These liabilities may include personal injury, property damage, or natural resource damages arising from the release of, or exposure to, hazardous substances.

They may be imposed on us in a range of situations without regard to

violation of law or regulations.

They may be imposed on us in a range of situations without regard to violation of law or regulations.

They may also be imposed jointly and severally, where one party may be held liable for a disproportionate share of the damages, up to and including the entire loss.

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We have policies and procedures in place that establish regular reviews of our regulatory and environmental compliance and product stewardship and actively monitor any significant existing or potential regulatory changes or environmental issues that could materially affect us.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $11 million at both December 31, 2024 and December 31, 2023.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $14 million at December 31, 2025 and $11 million at December 31, 2024.

As new technology becomes available, it may be possible to reduce accrued amounts.

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We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.

In addition, our Corporate Governance Guidelines, Code of Conduct, and the charters of our Audit, Compensation, and Nominating and Corporate Governance Committees are available on our website and are available in print, without charge, to any shareholder upon request by contacting our Corporate Secretary at NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219.

The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference in this Annual Report on Form 10-K or any other filings we make with the SEC.

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(Principal Executive Officer)

Fitzgerald 48 Vice President and Chief Financial Officer (Principal Financial Officer)

Fitzgerald 49 Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer )

Hazelgrove, III 65 Executive Vice President and Chief Administrative Officer

Jewett, III 51 Executive Vice President and General Counsel

Pietrantoni 46 Controller (Principal Accounting Officer)

Paliotti 49 President, Afton Chemical Corporation

Our officers, at the discretion of the Board of Directors, hold office until the meeting of the Board of Directors following the next annual shareholders’ meeting.

Gottwald and Mr.

Hazelgrove have served in their capacity for at least the last five years.

Fitzgerald, Mr.

Pietrantoni, and Mr.

Gottwald, Mr.

Hazelgrove, and Mr.

Jewett have served in their capacity for at least the last five years.

Fitzgerald and Mr.

Paliotti have served in their capacities for less than five years.

Fitzgerald joined the company in November 2014 as Operations Finance Director, became Treasurer and Finance Director on January 1, 2024, and was appointed Vice President and Chief Financial Officer on January 1, 2025.

Jewett joined NewMarket Corporation in July 2020 as Vice President and General Counsel and was appointed Executive Vice President and General Counsel on January 1, 2025.

Prior to his employment at NewMarket, he was a partner at McGuireWoods LLP.

Pietrantoni joined the company in September 2022 as Accounting Director, became Assistant Controller on January 1, 2023, and was appointed Controller on January 1, 2025.

Paliotti joined NewMarket in June 2008 as Financial Officer for Afton Chemical Corporation, was appointed Senior Financial Officer of NewMarket Services Corporation in October 2011, promoted to Vice President, Finance of NewMarket Services Corporation in May 2013, and promoted to Vice President and Chief Financial Officer in January 2015.

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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 1. Business