What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-14 · 241 added, 160 removed, 1141 unchanged (26% of the section changed)

32 unchanged sentences

Valuation of Pension Benefit Obligation

As described in Note 18 to the consolidated financial statements, the Company’s consolidated pension benefit obligation, excluding other postretirement benefits, for its US and foreign retirement plans was $561 million as of December 31, 2024.

As disclosed by management, the pension benefit obligation is dependent upon utilizing actuarial methods and requires the use of estimates and assumptions.

Management’s assumptions include the discount rate, rate of projected compensation, and the expected long-term rate of return on plan assets.

The principal considerations for our determination that performing procedures relating to the valuation of the pension benefit obligation is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the pension benefit obligation;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate;

As described in Notes 1 and 18 to the consolidated financial statements, the Company’s consolidated pension benefit obligation, excluding other postretirement benefits, for its U.S.

and foreign retirement plans was $582 million as of December 31, 2025.

Management utilized actuarial methods requiring the use of estimates and assumptions in determining the impact of the pension benefit plan obligation recorded in the financial statements.

Management’s assumptions include the discount rate and rate of projected compensation increase.

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

1 unchanged sentence

These procedures included testing the effectiveness of controls relating to management’s valuation of the pension benefit obligation.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the pension benefit obligation;

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the pension benefit obligation;

(ii) testing the completeness and accuracy of the underlying data used in the actuarial methods;

and the use of professionals with specialized skill and knowledge to assist in evaluating (i) the appropriateness of the actuarial methods and (ii) the reasonableness of the discount rate assumptions.

Acquisition of American Pacific Corporation – Valuation of Intangible Assets

As described in Note 2 to the consolidated financial statements, on January 16, 2024, the Company completed the acquisition of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC) for approximately $697 million.

Of the acquired identifiable intangible assets, $275 million of customer base, $60 million of formulas and technology, $30 million of trademarks and trade names, and $29 million of water rights (collectively, the “intangible assets acquired”) were recorded.

As disclosed by management, fair value is estimated by management using an income valuation approach for (i) customer base, (ii) formulas and technology, and (iii) trademarks and trade names.

Management’s cash flow projections included significant judgments and assumptions relating to (i) revenue growth rates, earnings before interest, taxes, depreciation, and amortization (EBITDA), discount rate, contributory asset charges, and customer attrition rate for customer base, and (ii) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names.

Fair value is estimated by management

using a market valuation approach for water rights, and management’s significant judgments and assumptions included comparable sales data.

The principal considerations for our determination that performing procedures relating to the valuation of intangible assets acquired in the acquisition of AMPAC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, EBITDA, discount rate, contributory asset charges, and customer attrition rate for customer base, (b) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names, and (c) comparable sales data for water rights;

and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of the actuarial methods and (b) the reasonableness of the discount rate assumption.

Acquisition of Calca Solutions, LLC – Valuation of the Customer Base Intangible Asset

As described in Notes 1 and 2 to the consolidated financial statements, on October 1, 2025, the Company completed the acquisition of Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca) for approximately $218 million.

Of the identifiable intangible assets acquired, a $123 million customer base intangible asset was recorded.

Management estimates the fair value of the customer base intangible asset using an income valuation approach.

The cash flow projections include significant judgments and assumptions relating to revenue growth rates, earnings before interest, taxes, depreciation, and amortization (EBITDA), discount rate, contributory asset charges, and customer attrition rate.

The principal considerations for our determination that performing procedures relating to the valuation of the customer base intangible asset acquired in the acquisition of Calca is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer base intangible asset acquired;

(ii) a high degree of

auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, EBITDA, and discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets acquired.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer base intangible asset acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the intangible assets acquired;

(iii) evaluating the appropriateness of the income and market valuation approaches used by management;

(iv) testing the completeness and accuracy of the underlying data used in the income and market valuation approaches;

and (v) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, EBITDA, discount rate, contributory asset charges, and customer attrition rate for customer base, (b) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names, and (c) comparable sales data for water rights.

Evaluating management’s assumptions related to (a) revenue growth rates and EBITDA for customer base and (b) revenue growth rates for formulas and technology and trademarks and trade names involved considering (i) the current and past performance of the AMPAC business;

(ii) testing management’s process for developing the fair value estimate of the customer base intangible asset acquired;

(iii) evaluating the appropriateness of the income valuation approach used by management;

(iv) testing the completeness and accuracy of the underlying data used in the income valuation approach;

and (v) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, EBITDA, and discount rate.

Evaluating management’s assumptions related to the revenue growth rates and EBITDA involved considering (i) the current and past performance of the Calca business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market valuation approaches and (ii) the reasonableness of the (a) discount rate, contributory asset charges, and customer attrition rate assumptions for customer base, (b) royalty rates and discount rate assumptions for technology and formula and trademarks and trade names, and (c) comparable sales data assumption for water rights.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income valuation approach and (ii) the reasonableness of the discount rate assumption.

/s/ PricewaterhouseCoopers LLP

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Interest and financing expenses, net 39,693 57,366 37,359

Loss on early extinguishment of debt 0 0 7,545

Other income (expense), net 56,530 51,437 43,276

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Repurchases of common stock ( 119,075 ) ( 1,857 ) ( 41,419 ) ( 43,276 )

Tax withholdings related to stock-based compensation

( 2,493 ) ( 33 ) ( 803 ) ( 836 )

Stock-based compensation 9,507 4,020 ( 8 ) 4,012

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Depreciation and amortization 122,422 116,957 78,010

Deferred income tax benefit ( 12,799 ) ( 14,750 ) ( 42,645 )

Loss on early extinguishment of debt 0 0 7,545

Deferred income tax expense (benefit) 34,383 ( 12,799 ) ( 14,750 )

Change in assets and liabilities:

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Income taxes payable 523 6,954 ( 9,492 )

Loss on marketable securities 0 0 2,977

Cash pension and postretirement contributions ( 9,504 ) ( 11,814 ) ( 10,219 )

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Capital expenditures ( 77,637 ) ( 57,319 ) ( 48,293 )

Acquisition of business (net of $ 15,588 of cash acquired)

( 681,479 ) 0 0

Purchases of marketable securities 0 0 ( 787 )

Proceeds from sales and maturities of marketable securities 0 0 372,846

Acquisition of business (net of cash acquired) ( 213,447 ) ( 681,479 ) 0

Cash provided from (used in) investing activities ( 291,084 ) ( 738,798 ) ( 48,293 )

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Net borrowings (repayments) under revolving credit facility

Proceeds from term loan 250,000 0 0

211,000 77,000 ( 361,000 )

(Payment) proceeds on term loan ( 250,000 ) 250,000 0

Dividends paid ( 105,931 ) ( 95,902 ) ( 85,034 )

Repurchases of common stock ( 77,218 ) ( 31,914 ) ( 42,864 )

Debt issuance costs ( 2,251 ) 0 0

Redemption of 4.10 % senior notes

0 0 ( 350,000 )

Cash costs of 4.10 % senior notes redemption

Principal payment on 3.78 % senior notes

( 50,000 ) 0 0

Debt issuance costs 0 ( 2,251 ) 0

Other, net ( 6,988 ) ( 11,128 ) 1,304

1 unchanged sentence

Effect of foreign exchange on cash and cash equivalents 1,376 ( 1,059 ) 2,288

(Decrease) increase in cash and cash equivalents ( 34,460 ) 43,224 ( 14,592 )

Increase (decrease) in cash and cash equivalents

122 ( 34,460 ) 43,224

Cash and cash equivalents at end of year $ 77,598 $ 77,476 $ 111,936

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Ethyl, representing certain contracted manufacturing and related services, as well as the antiknock compounds business;

AMPAC, which manufactures specialty materials products, and NewMarket Development, which manages the real property and improvements that we own in Virginia.

NewMarket is also the parent company of NewMarket Services, which provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, and NewMarket Development.

AMPAC and Calca, both of which manufacture specialty materials products, and NewMarket Development, which manages the real property and improvements that we own in Virginia.

NewMarket is also the parent company of NewMarket Services, which provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, Calca and NewMarket Development.

Foreign Currency Translation - We translate the balance sheets of our foreign subsidiaries into U.S.

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NewMarket includes translation adjustments in the Consolidated Balance Sheets as part of accumulated other comprehensive income (loss) and transaction adjustments in the Consolidated Statements of Income as part of cost of goods sold.

Foreign currency transaction adjustments resulted in a net loss of $ 9 million in 2024 and $ 4 million in each of 2023 and 2022.

Foreign currency transaction adjustments resulted in a net loss of $ 9 million in both 2025 and 2024 and $ 4 million in 2023.

Revenue Recognition - We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer.

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We state cash and cash equivalents at cost, which approximates fair value.

Marketable Securities - Our trading and equity securities are recorded at estimated fair value.

Marketable Securities - Any trading and equity securities are recorded at estimated fair value.

Unrealized gains and losses on trading and equity securities are included in net income.

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The allowance for credit losses was not material at December 31, 2025 or December 31, 2024.

Inventories - NewMarket values its inventories at the lower of cost or net realizable value.

In the United States, petroleum additives inventory cost is determined on the last-in, first-out (LIFO) basis.

Inventories - NewMarket values the majority of its inventories at the lower of cost or net realizable value.

In the United States, petroleum additives inventory cost is determined on the last-in, first-out (LIFO) basis and is valued at the lower of cost or market.

For all other inventory, we determine cost using a weighted-average method.

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Notes to Consolidated Financial Statements

Intangibles (Net of Amortization) and Goodwill - Identifiable intangibles include acquired contracts, formulas and technology, trademarks and trade names, and customer bases, as well as non-amortizing water rights.

We assign a value to acquired identifiable intangibles based on independent third-party appraisals and management's assessment at the time of acquisition.

NewMarket amortizes the cost of definite-lived identifiable intangibles by the straight-line method over the estimated economic life of the intangible.

Intangible Assets and Goodwill - Intangible assets include customer bases, formulas and technology, trademarks and trade names, and backlog, as well as non-amortizing water rights.

We assign a value to acquired identifiable intangible assets based on independent third-party appraisals and management's assessment at the time of acquisition.

Management estimates the fair value for these identifiable intangible assets using an income valuation approach for customer bases, backlog, formulas and technology, and trademarks and trade names.

The cash flow projections include significant judgments and assumptions relating to revenue growth rates;

earnings before interest, taxes, depreciation, and amortization;

discount rate;

contributory asset charges;

customer attrition rate;

and royalty rates, as applicable.

We use a market valuation approach for estimating water rights, and our significant judgments and assumptions include comparable sales data.

NewMarket amortizes the cost of definite-lived intangible assets using the straight-line method over the estimated economic life of the intangible asset.

We test indefinite-lived intangible assets for impairment annually and between annual tests if events or circumstances indicate that it is more likely than not that the asset is impaired.

Goodwill arises from the excess of cost over the net assets of businesses acquired.

Goodwill represents the residual purchase price after allocation to all identifiable net assets.

We test goodwill for impairment each year, as well as whenever a significant event or circumstance occurs which could reduce the fair value of the reporting unit to which the goodwill applies below the carrying amount of the reporting unit.

Goodwill arises from the excess of consideration transferred over the fair value of the net assets of businesses acquired.

We test goodwill for impairment annually, as well as whenever a significant event or circumstance occurs which could reduce the fair value of the reporting unit to which the goodwill applies below the carrying amount of the reporting unit.

Pension and Postretirement Benefit Plans - We utilize actuarial methods requiring the use of estimates and assumptions in determining the impact of the pension and postretirement benefit plan obligations recorded in the financial statements.

These assumptions include the discount rate, rate of projected compensation increase, and the expected long-term rate of return on plan assets.

Impairment of Long-Lived Assets - When significant events or circumstances occur that might impair the value of long-lived assets, we evaluate recoverability of the recorded cost of these assets.

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Accrued environmental remediation and monitoring costs relate to an existing condition caused by past operations.

NewMarket accrues these costs in current operations within cost of goods sold in the Consolidated Statements of Income when it is probable that we have incurred a liability and the amount can be reasonably estimated.

NewMarket accrues these costs in current operations in cost of goods sold when it is probable that we have incurred a liability and the amount can be reasonably estimated.

These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation.

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We typically remove a tax impact from accumulated other comprehensive income (loss) when the underlying circumstance which gave rise to the tax impact no longer exists.

Notes to Consolidated Financial Statements

The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment.

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The right-of-use asset and lease liability are determined at the lease commencement date and are based on the present value of estimated lease payments.

Notes to Consolidated Financial Statements

We recognized lease expense for operating leases on a straight-line basis over the lease term.

For finance leases, we recognize interest expense on the lease liability over the lease term and the right-of-use asset is amortized on a straight-line basis over the lease term.

Our lease agreements contain both fixed and variable lease payments.

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If award recipients are entitled to receive dividends during the vesting period, we make no adjustment to the fair value of the award for dividends.

If the award does not entitle recipients to dividends during the vesting period, we reduce the grant-date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the vesting period, discounted at the risk-free interest rate.

If the award does not entitle recipients to dividends during the vesting period, we reduce the grant-date price of our common stock by the present

Notes to Consolidated Financial Statements

value of the dividends expected to be paid on the underlying shares during the vesting period, discounted at the risk-free interest rate.

We recognize stock-based compensation expense for the number of awards expected to vest on a straight-line basis over the requisite service period.

3 unchanged sentences

The amount of invoices confirmed and paid through the supplier finance program was not material during the year ended December 31, 2025.

Notes to Consolidated Financial Statements

Estimates and Risks Due to Concentration of Business - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

5 unchanged sentences

• production of several of our products solely at one facility.

Acquisition of Business

Acquisition of Businesses

We account for acquisitions 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 (ASC 805) and have included the results of operations of acquired businesses in our Consolidated Statements of Income from the date of acquisition.

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

Calca Solutions, LLC

On October 1, 2025, we completed the acquisition of Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca) for approximately $ 218 million.

Calca has one manufacturing facility in Louisiana and is the nation's leading producer of Ultra Pure ® 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 War's Defense Logistics Agency - Energy.

This acquisition was funded by cash on hand and borrowings under our revolving credit facility and is subject to a customary final post-closing adjustment for working capital.

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 Statement of Income for the year ended December 31, 2025.

We have initiated a purchase price valuation to determine the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date.

The amounts recorded for certain assets and liabilities, including but not limited to deferred taxes, intangible assets, and goodwill, are preliminary and are subject to adjustment if additional information is obtained about facts that existed as of the acquisition date.

The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date.

Notes to Consolidated Financial Statements

A preliminary allocation of the purchase price of Calca is as follows (in millions):

Cash and cash equivalents $ 6

Trade and other accounts receivable, net 4

Inventories 5

Prepaid expenses and other current assets 1

Property, plant, and equipment, net 23

Intangible assets 175

Accounts payable ( 3 )

Accrued expenses ( 4 )

Other noncurrent liabilities ( 33 )

Fair value of net assets acquired $ 218

Identified intangible assets acquired consisted of the following (in millions):

Fair Value Estimated Useful Lives (in years)

Customer base $ 123 9 to 20

Formulas and technology 31 9 to 20

Trademarks and trade names 1 5

Total identified intangible assets $ 175

As part of the acquisition, we recorded $ 44 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 skilled assembled workforce of Calca.

All of the goodwill recognized is part of the specialty materials segment, and none is deductible for income tax purposes.

American Pacific Corporation

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.

AMPAC is qualified on many NASA and Department of War programs and has been serving space launch and national defense programs for more than 60 years.

The acquisition of AMPAC expanded 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.

Notes to Consolidated Financial Statements

The fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions):

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Water rights 29 indefinite

Notes to Consolidated Financial Statements

As part of the acquisition, we recorded $ 256 million of goodwill.

1 unchanged sentence

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.

We are accounting 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 (ASC 805) and have included the results of operations of the acquired business in our Consolidated Statement of Income from the date of acquisition, as well as in the specialty materials segment in Note 5.

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 for AMPAC from the date of acquisition through December 31, 2024 (in thousands).

January 16 to December 31, 2024

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.

AMPAC January 16 to December 31, 2024

Net sales $ 141,243

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In addition, no effect is given to any synergistic benefits resulting from the integration of AMPAC into NewMarket.

Notes to Consolidated Financial Statements

Unaudited pro forma information for the years ended December 31, 2024 and December 31, 2023 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.

5 unchanged sentences

Income before income tax expense 591,237 461,042

Notes to Consolidated Financial Statements

Our revenues are predominantly derived from the manufacture and sale of petroleum additives products.

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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.

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, as well as propellants that enable advanced aerospace and defense applications and are integral to in-space propulsion systems for satellites and space probes.

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

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

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.

government, as well as the U.S.

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 sites.

While some of our customers have payment terms beyond 30 days, we do not provide extended payment terms of a year or more, nor do our contracts include a financing component.

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Prepayments from our customers totaled $ 18 million at December 31, 2025 and $ 0.1 million at December 31, 2024.

Revenue recognized from funds collected in advance from customers in an earlier period was $ 0.4 million in 2024 and $ 1 million in both 2023 and 2022 .

Revenue recognized from funds collected in advance from customers in an earlier period was $ 0.1 million in 2025, $ 0.4 million in 2024, and $ 1 million in 2023 .

We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer.

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We have supplier managed inventory arrangements with some of our customers to facilitate on-demand product availability.

In some cases, the inventory resides at a customer site, although title has not transferred, we are not entitled to payment, and we have not invoiced for the product.

In some cases, the inventory resides at a customer site, but title has not transferred, we are not entitled to payment, and we have not invoiced for the product.

We have evaluated the contract terms under these arrangements and have determined that control transfers when the customer uses the product, at which time revenue is recognized.

Notes to Consolidated Financial Statements

Taxes assessed by a governmental authority which are concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are collected by us from the customer and are not included in net sales, but are reflected in accrued expenses until remitted to the appropriate governmental authority.

When we are responsible for shipping and handling costs after title has transferred, we account for those as fulfillment costs and include them in cost of goods sold.

Some of our contracts include variable consideration in the form of rebates or business development funds.

Some of our contracts include variable consideration in the form of rebates, including tiered pricing, and/or business development funds.

We estimate rebates at the point of sale as contra-revenue.

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Depending upon the specific terms of a business development fund, amounts are accrued as contra-revenue at the point of sale or are expensed when costs are incurred by us.

We regularly review both rebates and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

We regularly review rebates, tiered pricing, and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

We recognized an increase to net sales of $ 3 million in 2025, $ 4 million in 2024, and $ 5 million in 2023 related to adjustments to rebates or business development funds which were recognized in revenue in a prior period.

1 unchanged sentence

At December 31, 2024, accrued rebates were $ 25 million and accrued business development funds were $ 0.2 million.

Notes to Consolidated Financial Statements

The following table provides information on our net sales by geographic area.

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Earnings Per Share

We had 35,222 shares in 2024, 34,006 shares in 2023, and 33,055 shares in 2022 of nonvested restricted stock that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

We had 37,225 shares in 2025, 35,222 shares in 2024, and 34,006 shares in 2023 of nonvested restricted stock that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would have been anti-dilutive.

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

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$ 44.44 $ 48.22 $ 40.44

Notes to Consolidated Financial Statements

Segment and Geographic Area Information

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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 specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications as well as propellants that enable advanced aerospace and defense applications and are integral to in-space propulsion systems for satellites and space probes.

The petroleum additives and specialty materials segments are managed separately by the president of Afton and the executive vice president, specialty materials, 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.

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The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments.

Notes to Consolidated Financial Statements

The segment accounting policies are the same as those described in Note 1.

NewMarket Services expenses are billed to Afton, AMPAC, and Ethyl based on the services provided.

NewMarket Services expenses are billed to Afton, AMPAC, Calca, 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.

No material 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 last three years.

No single customer accounted for 10% or more of our total net sales in 2025, 2024, or 2023.

Notes to Consolidated Financial Statements

Years Ended December 31,

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Petroleum additives

Net Sales $ 2,636,242 $ 2,689,709 $ 2,754,310

$ 2,533,610 $ 2,636,242 $ 2,689,709

Cost of goods sold ( 1,748,787 ) ( 1,791,481 ) ( 1,914,337 )

3 unchanged sentences

Specialty materials

Net Sales 141,243 0 0

182,482 141,243 0

Other segment items ( 135,455 ) ( 123,791 ) 0

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Interest and financing expenses, net ( 39,693 ) ( 57,366 ) ( 37,359 )

Loss on early extinguishment of debt 0 0 ( 7,545 )

Other income (expense), net 56,574 51,782 43,026

Income before income tax expense $ 560,562 $ 584,107 $ 488,962

Notes to Consolidated Financial Statements

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.

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

Notes to Consolidated Financial Statements

Years Ended December 31,

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Long-lived assets in the table below include property, plant, and equipment, net of depreciation, and lease right-of-use assets.

Notes to Consolidated Financial Statements

Years Ended December 31,

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Total long-lived assets $ 884,842 $ 839,756

Notes to Consolidated Financial Statements

Supplemental Cash Flow Information

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$ 502,257 $ 505,426

Notes to Consolidated Financial Statements

petroleum additives finished goods, work-in-process, and raw materials inventories, which are stated on the LIFO basis, amounted to $ 138 million at December 31, 2025 and were below replacement cost by approximately $ 91 million.

8 unchanged sentences

$ 57,773 $ 51,203

Property, Plant, and Equipment, at Cost

Notes to Consolidated Financial Statements

Property, Plant, and Equipment, net

(in thousands)

8 unchanged sentences

Net property, plant, and equipment $ 775,480 $ 735,361

We depreciate the cost of property, plant, and equipment by the straight-line method over the following estimated useful lives:

We depreciate the cost of property, plant, and equipment using the straight-line method over the following estimated useful lives:

Land improvements 3 - 40 years

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

Notes to Consolidated Financial Statements

(in thousands)

3 unchanged sentences

Amortizing intangible assets

Formulas and technology $ 60,000 $ 7,220 $ 6,200 $ 6,200

Contract 0 0 2,000 2,000

Customer bases $ 403,310 $ 37,626 $ 280,440 $ 19,856

Formulas and technology 90,820 14,745 60,000 7,220

Trademarks and trade names 31,020 3,976 30,000 1,925

19,870 1,036 0 0

Water rights 29,392 29,392

3 unchanged sentences

Amortization expense was $ 2 million in 2023.

Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 626 million is attributable to the specialty materials segment.

The change in the gross carrying amount between 2023 and 2024 is due to the identifiable intangible assets and goodwill from the acquisition of AMPAC, as well as the write-off of fully amortized identifiable intangible assets and 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.

Of the total intangibles (net of amortization) and goodwill at December 31, 2025, $ 124 million is attributable to the petroleum additives segment and $ 817 million is attributable to the specialty materials segment.

The change in the gross carrying amount between 2024 and 2025 is due to the identifiable intangible assets and goodwill from the acquisition of Calca, as well as 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 Calca acquisition.

There is no accumulated goodwill impairment.

Notes to Consolidated Financial Statements

Estimated annual amortization expense related to our intangible assets for the next five years is shown in the table below (in thousands).

2026 $ 37,426

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.

We amortize the formulas and technology over a period of 8 to 20 years, the customer bases over 9 to 20 years, the trademarks and trade names over 5 to 15 years, and the backlog over 5 years.

Deferred Charges and Other Assets

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See Note 14 for further information on our long-term debt.

Notes to Consolidated Financial Statements

Accrued Expenses

2 unchanged sentences

Customer rebates 20,857 24,580

Customer prepayment

Interest on long-term debt 6,916 7,832

2 unchanged sentences

$ 109,774 $ 89,277

Notes to Consolidated Financial Statements

Long-term Debt

2 unchanged sentences

$ 395,391 $ 394,506

Revolving credit facility 288,000 77,000

Senior notes - 3.78 % due 2029

1 unchanged sentence

Term Loan (net of related deferred financing costs) 0 249,775

Revolving credit facility 77,000 0

$ 883,391 $ 971,281

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These notes bear interest at 3.78 % with interest payable semiannually.

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 have made two principal payments of $ 50 million each on January 4, 2025 and January 5, 2026.

We have three remaining principal payments of $ 50 million due January 4 of each year through 2029.

We have the right to make optional prepayments on the notes at any time, subject to certain limitations.

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We were in compliance with all covenants under the 3.78 % senior notes as of December 31, 2025 and December 31, 2024.

Notes to Consolidated Financial Statements

Term Loan - On January 22, 2024, we entered into a credit agreement for an unsecured $ 250 million term loan (the Term Loan Credit Agreement), which matures on January 22, 2026.

We borrowed the entire $ 250 million available under the Term Loan Credit Agreement and paid financing costs of $ 0.4 million, which are being amortized over the term of the agreement.

We 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, without penalty, 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 us.

The principal amount borrowed under the term loan initially bears interest at a variable rate equal to Term SOFR plus the Applicable Rate.

We may, at our option, elect for outstanding portions of the principal amount to instead bear interest at a variable rate equal to the Base Rate or Weekly Adjusted Term SOFR, plus, in each case, the Applicable Rate, subject to the conditions set forth in the Term Loan Credit Agreement.

The Applicable Rate is based, at our option, on either our Leverage Ratio or Ratings Level.

Term Loan - On January 22, 2024, we entered into a credit agreement for an unsecured $ 250 million term loan (the Term Loan Credit Agreement), which had a maturity date of January 22, 2026.

We borrowed the entire $ 250 million available under the Term Loan Credit Agreement and paid financing costs of $ 0.4 million, which were amortized over the term that the principal was outstanding under the agreement.

We were required to repay the principal amount borrowed under the term loan in full at maturity.

Subject to the conditions set forth in the Term Loan Credit Agreement, we had the option to prepay, without penalty, amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity.

Any amounts prepaid prior to maturity were not available for additional borrowings by us.

We repaid the Term Loan Credit Agreement in full during 2025 and there are no remaining obligations related to the loan as of December 31, 2025.

The principal amount borrowed under the term loan bore interest at a variable rate equal to Term SOFR plus the Applicable Rate.

The Applicable Rate was based, at our option, on either our Leverage Ratio or Ratings Level.

All capitalized terms are as defined in the Term Loan Credit Agreement.

The Term Loan Credit Agreement contains certain customary covenants, including financial covenants, which require us to maintain a consolidated Leverage Ratio (as defined in the Term Loan Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Term Loan Credit Agreement).

We were in compliance with all covenants under the term loan as of December 31, 2024.

Revolving Credit Facility - On January 22, 2024, we entered into a credit agreement for a new $ 900 million revolving credit facility (the Revolving Credit Agreement).

Notes to Consolidated Financial Statements

The Term Loan Credit Agreement contained certain customary covenants, including financial covenants, which required us to maintain a consolidated Leverage Ratio (as defined in the Term Loan Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Term Loan Credit Agreement).

We were in compliance with all covenants under the term loan at the time we repaid it in 2025 and as of December 31, 2024.

Revolving Credit Facility - On January 22, 2024, we entered into a credit agreement for a $ 900 million revolving credit facility (the Revolving Credit Agreement).

The revolving credit facility matures on January 22, 2029 and includes a $ 500 million sublimit for multicurrency borrowings, an initial letter of credit sublimit of $ 25 million, and a $ 20 million sublimit for swingline loans.

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We paid financing costs in 2024 of approximately $ 1.8 million related to this revolving credit facility and carried over deferred financing costs from the former revolving credit facility of approximately $ 0.4 million, resulting in total gross deferred financing costs of $ 2.2 million, which we are amortizing over the term of the Revolving Credit Agreement.

Outstanding borrowings under the applicable revolving credit facility amounted to $ 77 million at December 31, 2024 and none at December 31, 2023.

Outstanding letters of credit amounted to approximately $ 4 million at December 31, 2024 and $ 2 million at December 31, 2023.

The unused portion of the applicable revolving credit facility amounted to $ 819 million at December 31, 2024 and $ 898 million at December 31, 2023.

Outstanding borrowings under the revolving credit facility amounted to $ 288 million at December 31, 2025 and $ 77 million at December 31, 2024.

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

The unused portion of the revolving credit facility amounted to $ 608 million at December 31, 2025 and $ 819 million at December 31, 2024.

The average interest rate for borrowings under the applicable revolving credit agreement was 5.3 % during the year ended December 31, 2025 and 6.5 % during the year ended December 31, 2024.

The Revolving Credit Agreement contains certain customary covenants, including financial covenants, which require us to maintain a consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Revolving Credit Agreement).

We were in compliance with all covenants under the applicable revolving credit facility as of December 31, 2024 and December 31, 2023.

Notes to Consolidated Financial Statements

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

Other Noncurrent Liabilities

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Asbestos litigation reserve 5,045 4,998

Deemed repatriation of earnings 0 2,956

Other 9,112 9,611

$ 349,507 $ 267,445

Notes to Consolidated Financial Statements

Stock-based Compensation

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Unvested stock awards at December 31, 2025 38,459 442.60

Notes to Consolidated Financial Statements

The weighted average grant-date fair value was $ 621.31 for stock awards granted in 2024 and $ 341.93 for stock awards granted in 2023.

The fair value of shares vested was $ 2 million in 2024 and $ 3 million in 2023.

No shares vested in 2022.

The fair value of shares vested was $ 2 million in both 2025 and 2024 and $ 3 million in 2023.

We recognized compensation expense of $ 3 million in 2025, $ 2 million in 2024 and $ 4 million in 2023 related to stock awards.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Notes to Consolidated Financial Statements

The components of lease cost are shown in the table below.

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Variable lease costs also include leases that do not have a right-of-use asset or lease liability but are capitalized as part of inventory.

Supplemental balance sheet information related to leases follow.

Supplemental balance sheet information related to leases follows.

(in thousands) Balance Sheet Classification 2025 2024

9 unchanged sentences

$ 18,125 $ 20,613

Notes to Consolidated Financial Statements

2025 2024 2023

5 unchanged sentences

Finance leases 3.02 % 3.01 % 2.92 %

Supplemental cash flow information related to leases follow.

Notes to Consolidated Financial Statements

Supplemental cash flow information related to leases follows.

Years Ended December 31,

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These leases are expected to commence in 2026.

Notes to Consolidated Financial Statements

Pension Plans and Postretirement Benefits

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• Afton pension plan for union employees (the Sauget Plan);

Notes to Consolidated Financial Statements

• NewMarket retirement income plan for union employees in Houston, Texas (the Houston Plan);

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Our target allocation is 90 % to 97 % in equities, 3 % to 10 % in debt securities and 1 % to 5 % in cash.

The pension obligation is long-term in nature and the investment philosophy followed by the Pension Investment Committee is likewise long-term in its approach.

The pension obligation is long-term in nature and the investment philosophy followed by our Pension Investment Committee is likewise long-term in its approach.

The majority of the pension funds are invested in equity securities as, historically, equity securities have outperformed debt securities and cash investments, resulting in a higher investment return over the long-term.

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Amortization of actuarial net (gain) loss ( 1,041 ) ( 26 ) ( 24 )

Settlements ( 598 ) 0 0

Net periodic benefit cost (income) ( 7,488 ) ( 2,578 ) ( 1,244 )

1 unchanged sentence

Actuarial net (gain) loss ( 12,064 ) ( 19,843 ) ( 5,143 )

Settlements 598 0 0

Amortization of actuarial net gain (loss) 1,041 26 24

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$ ( 33,550 ) $ ( 22,978 )

The settlements in the table above are the result of a number of long-tenured employees in our Belgium plan retiring in 2023 with lump sum distributions.

The settlement in the tables above is the result of a long-tenured employee in our Canadian plan retiring with a lump sum distribution.

The accumulated benefit obligation for all foreign defined benefit pension plans was $ 125 million at December 31, 2025 and $ 118 million at December 31, 2024.

Notes to Consolidated Financial Statements

The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for the Canada and U.K.

1 unchanged sentence

The net asset position of the Canada and U.K.

plans are included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023.

The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany, Belgium, and Mexico plans at December 31, 2024 and December 31, 2023.

plans is included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024.

The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany and Mexico plans at December 31, 2025 and December 31, 2024.

At December 31, 2025, the fair market value of plan assets for the Belgium plan exceeded the accumulated benefit obligation but not the projected benefit obligation.

At December 31, 2024, the accumulated benefit obligation and projected benefit obligation of the Belgium plan exceeded the fair market value of plan assets.

The accrued benefit cost of these plans is included in other noncurrent liabilities on the Consolidated Balance Sheets for both years.

Notes to Consolidated Financial Statements

As the Germany plan is unfunded, a portion of the accrued benefit cost is included in current liabilities at year-end 2025 and 2024, reflecting the expected benefit payments related to the plan for the following year.

22 unchanged sentences

The combined weighted-average target allocation of our foreign defined benefit pension plans is 39 % in equities (including pooled funds), 37 % in debt securities (including pooled funds), 5 % in insurance contracts, and 19 % in pooled diversified funds.

Notes to Consolidated Financial Statements

While the pension obligation is long-term in nature for each of our foreign plans, the investment strategies followed by each plan vary to some degree based upon the laws of a particular country, as well as the provisions of the specific pension trust.

5 unchanged sentences

There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented.

Notes to Consolidated Financial Statements

The following table provides information on the fair value of our foreign defined benefit pension plans assets, as well as the related level within the fair value hierarchy.

4 unchanged sentences

Insurance contract $ 12,783 $ 0 $ 12,783 $ 0 $ 10,517 $ 0 $ 10,517 $ 0

Equity securities—international companies

0 0 0 0 45 45 0 0

Debt securities

26 unchanged sentences

pension plan funds.

Notes to Consolidated Financial Statements

• The Canada pension plan is invested in a pooled Canadian equity fund, pooled U.S.

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equity fund, and there were no unfunded commitments.

Notes to Consolidated Financial Statements

Cash Flows - For foreign defined benefit pension plans, NewMarket expects to contribute $ 5 million to the plans in 2026.

24 unchanged sentences

Notes to Consolidated Financial Statements

The disaggregation of income taxes paid (net of refunds) (in thousands) is shown in the table below:

Years Ended December 31,

Jurisdiction 2025 2024 2023

Federal $ 60,244 $ 59,448 $ 74,700

Illinois 6,600 7,063 9,663

Other state 8,767 11,046 9,483

Total state 15,367 18,109 19,146

Singapore 17,417 6,241 6,211

United Kingdom 25,749 16,816 10,692

Mexico 4,542 4,758 7,158

Other foreign 9,774 14,162 15,021

Total foreign 57,482 41,977 39,082

Total cash taxes paid $ 133,093 $ 119,534 $ 132,928

The reconciliation of the U.S.

federal statutory rate to the effective income tax rate follows.

% of Income Before Income Tax Expense

Years Ended December 31,

2025 2024 2023

(amount in thousands) Amount % Amount % Amount %

Tax expense at U.S.

federal statutory rate $ 117,718 21.0 % $ 122,663 21.0 % $ 102,682 21.0 %

State taxes, net of federal tax 2.2 2.6 0.9

Foreign operations 0.9 0.5 1.4

Research tax credit ( 1.2 ) ( 1.4 ) ( 1.6 )

Foreign-derived intangible tax benefit ( 2.2 ) ( 2.0 ) ( 3.0 )

minimum tax on foreign income 1.1 0.4 0.4

Taxes applicable to prior years ( 0.8 ) ( 1.4 ) ( 0.1 )

Other items and adjustments ( 0.2 ) 0.8 0.6

Effective income tax rate 20.8 % 20.5 % 19.6 %

State and local income taxes

15,649 2.8 12,632 2.2 12,576 2.6

Foreign Tax Effects

Statutory tax rate difference between Singapore and United States ( 2,973 ) ( 0.5 ) ( 3,071 ) ( 0.5 ) ( 8,341 ) ( 1.7 )

Other 3,298 0.6 3,805 0.6 4,803 1.0

Other countries 7,466 1.3 4,187 0.7 2,992 0.6

Effect of cross border tax laws

Global intangible low-taxed income, net of foreign tax credits 2,297 0.4 6,246 1.1 1,897 0.4

Foreign derived intangible income ( 3,743 ) ( 0.6 ) ( 12,551 ) ( 2.2 ) ( 10,007 ) ( 2.0 )

Other 1,901 0.3 ( 3,277 ) ( 0.6 ) ( 2,178 ) ( 0.5 )

Research and development tax credits ( 3,163 ) ( 0.6 ) ( 5,470 ) ( 0.9 ) ( 5,432 ) ( 1.1 )

Nontaxable or nondeductible items 4,456 0.8 ( 1,896 ) ( 0.3 ) ( 877 ) ( 0.2 )

Changes in unrecognized tax benefits ( 1,091 ) ( 0.2 ) ( 1,574 ) ( 0.3 ) 1,983 0.4

Income tax expense $ 141,815 25.3 % $ 121,694 20.8 % $ 100,098 20.5 %

Notes to Consolidated Financial Statements

State and local income tax expense totaled $ 20 million for the year ended December 31, 2025 and $ 16 million for each of the years ended December 31, 2024 and December 31, 2023.

The majority of this expense is attributable to operations in Illinois and New Jersey in 2025, Illinois and Pennsylvania in 2024, and Illinois in 2023.

The increase in the effective state tax rate from 2024 to 2025 was primarily due to changes in apportionment factors.

Our deferred income tax assets and liabilities follow.

21 unchanged sentences

Our deferred taxes are in a net liability position at December 31, 2025.

Our deferred tax assets include $ 31 million of federal and foreign operating loss carryforwards, foreign capital loss carryforwards, U.S.

interest expense carryforwards, and foreign and state tax credits.

The operating loss carryforwards expire in 2027 through 2042, and certain tax credits expire in 2026 through 2034.

Our deferred tax assets include $ 31 million of federal and foreign operating loss carryforwards, foreign capital loss carryforwards, and foreign and state tax credits.

Certain operating loss carryforwards expire in 2027 through 2042, and certain tax credits expire in 2026 through 2035.

Based on current forecasted operating plans and historical profitability, we believe that we will recover the full benefit of our deferred tax assets with the exception of certain of the aforementioned operating loss, capital loss, and tax credit carryforwards.

Therefore, as of December 31, 2025, we have recorded a valuation allowance of $ 25 million.

During 2024, we released a valuation allowance in the amount of $ 0.5 million for losses utilized.

During 2023, we did not release any valuation allowances.

Notes to Consolidated Financial Statements

We released a valuation allowance for losses utilized of $ 0.1 million during 2025 and $ 0.5 million during 2024.

We do not expect to distribute earnings from our foreign subsidiaries in a manner that would result in significant U.S.

tax, as these earnings have been previously taxed in the U.S.

or meet the requirements for a dividends received deduction.

As of December 31, 2023 and December 31, 2024, we have an immaterial deferred tax liability for withholding taxes that will not be creditable upon distribution.

or meet the requirements for a dividend received deduction.

We recorded a deferred tax liability for the tax impact of these future distributions of $ 5.7 million as of December 31, 2025 and $ 0.6 million as of December 31, 2024.

We have not provided a deferred tax liability on approximately $ 90 million of temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration, as these earnings are considered to be indefinitely reinvested.

1 unchanged sentence

Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexity associated with the hypothetical calculation.

Notes to Consolidated Financial Statements

A reconciliation of the beginning and ending balances of the unrecognized tax benefits from uncertain positions follows.

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Increases for tax positions of prior years 859 1,113 1,374

Decreases for tax positions of prior years ( 1,173 ) 0 0

Increases for tax positions of the current year 399 1,488 1,543

3 unchanged sentences

At December 31, 2025, all of the amount of unrecognized tax benefits, if recognized, would affect our effective tax rate.

We expect the amount of unrecognized tax benefits to change in the next twelve months;

however, we do not expect the change to have a material impact on our financial statements.

subsidiaries file a U.S.

federal consolidated income tax return.

We are currently under examination by various U.S.

state and foreign jurisdictions and remain subject to examination until the statute of limitations expires for the respective tax jurisdiction.

We are no longer subject to U.S.

federal income examination for years before 2021.

We are currently under a U.S.

federal examination for tax year 2022.

The federal statute of limitations has expired on all years prior to 2022.

We are also currently under examination by various foreign jurisdictions and remain subject to examination until the statute of limitations expires for the respective tax jurisdiction.

We are not currently under income tax audit in any U.S.

Foreign and U.S.

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

Notes to Consolidated Financial Statements

December 31, 2025 December 31, 2024

3 unchanged sentences

Commitments and Contingencies

Contractual Commitments - We have non-lease contractual obligations for the construction of assets, as well as purchases of property and equipment, of approximately $ 13 million at December 31, 2024, all of which are due within five years .

Contractual Commitments - We have non-lease contractual obligations for the construction of assets, as well as purchases of property and equipment, of approximately $ 16 million at December 31, 2025, all of which are due within one year .

From time to time, we also have commitments for leases which have not yet commenced.

Notes to Consolidated Financial Statements

Purchase Obligations - We have purchase obligations for goods or services that are enforceable, legally binding, and specify all significant terms, including:

24 unchanged sentences

We also include an estimated inflation factor in the calculation.

Notes to Consolidated Financial Statements

• No estimate is made for unasserted claims.

• The estimated recoveries from insurance and Albemarle Corporation (a former operation of our company) for these cases are based on, and are consistent with, the 2005 settlement agreements with The Travelers Indemnity Company.

Notes to Consolidated Financial Statements

Based on the above assumptions, we have provided an undiscounted liability related to premises asbestos claims of $ 7 million at both December 31, 2025 and December 31, 2024.

6 unchanged sentences

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 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.

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

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Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.

Recently Adopted Accounting Pronouncements

On January 1, 2025, we adopted Financial Accounting Standards Board (FASB) 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 is effective for our annual reporting period beginning January 1, 2025.

We are currently assessing the impact that the adoption of ASU 2023-09 will have on the disclosures in our consolidated financial statements.

Improvements to Income Tax Disclosures".

Disclosures required by the adoption have been included in Note 19.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No.

8 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.

Notes to 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.

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

2025-10, "Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities" (ASU 2025-10).

The FASB issued ASU 2025-10 to establish authoritative guidance on the accounting for government grants received by business entities.

ASU 2025-10 is effective for our annual and quarterly reporting periods beginning after December 15, 2028.

Early adoption is permitted.

We are currently assessing the impact that the adoption of ASU 2025-10 will have on our consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data