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Item 1. Financial Statements

2026-04-23 compared with 2025-10-31 · 112 added, 174 removed, 338 unchanged (46% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

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

2025 2024 2025 2024

(in thousands, except per-share amounts) Three Months Ended March 31,

Net sales $ 669,717 $ 700,946

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

2025 2024 2025 2024

(in thousands) Three Months Ended March 31,

Net income $ 118,067 $ 125,949

1 unchanged sentence

Pension plans and other postretirement benefits:

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

( 24 ) 0 ( 24 ) 0

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

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

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

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 175 ) for the three months 2026 and $( 177 ) for the three months 2025

( 497 ) ( 500 )

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

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 103 for the three months 2026 and $ 0 for the three months 2025

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 402 ) for the three months 2026 and $( 341 ) for the three months 2025

( 1,170 ) ( 989 )

Total pension plans and other postretirement benefits ( 1,425 ) ( 1,489 )

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

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 304 for the three months 2026 and $ 496 for the three months 2025

( 6,907 ) 12,515

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) September 30,

(in thousands, except share amounts) March 31,

2026 December 31,

28 unchanged sentences

authorized shares - 80,000,000 ;

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

issued and outstanding shares - 9,198,019 at March 31, 2026 and 9,397,364 at December 31, 2025)

Accumulated other comprehensive income 98,491 106,823

9 unchanged sentences

Shares Amount

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

Net income 132,322 132,322

Other comprehensive income (loss) 19,453 19,453

Cash dividends ($ 2.50 per share)

( 23,987 ) ( 23,987 )

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

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

Balance at June 30, 2025

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

Net income 100,269 100,269

Other comprehensive income (loss) 3,140 3,140

Cash dividends ($ 2.75 per share)

( 25,841 ) ( 25,841 )

Repurchases of common stock 0 ( 180 ) ( 180 )

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

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

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

3 unchanged sentences

( 26,057 ) ( 26,057 )

Repurchases of common stock ( 96,846 ) ( 488 ) ( 52,003 ) ( 52,491 )

Tax withholdings related to stock-based compensation

1 unchanged sentence

Stock-based compensation 8,409 488 0 488

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

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

Balance at December 31, 2025 9,397,364 $ 2,386 $ 106,823 $ 1,669,034 $ 1,778,243

7 unchanged sentences

Stock-based compensation 6,289 658 1 659

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

Balance at March 31, 2026 9,198,019 $ 0 $ 98,491 $ 1,634,059 $ 1,732,550

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Nine Months Ended September 30,

(in thousands) Three Months Ended March 31,

Cash and cash equivalents at beginning of year $ 77,598 $ 77,476

10 unchanged sentences

Capital expenditures ( 24,357 ) ( 13,016 )

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

0 ( 681,479 )

Proceeds from previous acquisition 1,131 0

Cash provided from (used in) investing activities ( 23,226 ) ( 13,016 )

2 unchanged sentences

106,000 69,000

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

Principal payment on 3.78 % senior notes

( 50,000 ) ( 50,000 )

Repurchases of common stock ( 125,566 ) ( 57,064 )

Dividends paid ( 27,962 ) ( 26,057 )

Debt issuance costs 0 ( 2,251 )

Other, net ( 3,323 ) ( 4,345 )

1 unchanged sentence

Effect of foreign exchange on cash and cash equivalents ( 4,396 ) 1,946

Increase (decrease) in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

( 4,440 ) 40,777

4 unchanged sentences

Financial Statement Presentation

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

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 2026 and December 31, 2025, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2026 and March 31, 2025, and our cash flows for the three months ended March 31, 2026 and March 31, 2025.

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

1 unchanged sentence

These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report), as filed with the SEC.

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

The results of operations for the three-month period ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

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

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

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

At both March 31, 2026 and December 31, 2025, the amount of confirmed invoices outstanding under the supplier finance program was not material.

Acquisition of Business

On January 16, 2024, we completed the acquisition of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC), for approximately $ 697 million.

Based in Cedar City, Utah, AMPAC has one operating facility from which it manufactures and sells critical specialty materials primarily used in solid rocket motors for space launch and military defense applications.

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

The acquisition of AMPAC expands our presence in mission-critical, resilient sectors.

It was funded by cash on hand and borrowings under our then existing revolving credit facility.

The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024.

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

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 and have included the results of operations of the acquired business in our Consolidated Statements of Income from the date of acquisition.

We develop the allocation of the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed using estimates of fair value.

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

Acquisition-related charges totaling $ 1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in the period incurred.

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.

During the first three months of 2026, intangible assets and goodwill were adjusted by $ 3 million each.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Cash and cash equivalents $ 6

3 unchanged sentences

Property, plant, and equipment, net 22

Intangibles and goodwill 650

Deferred charges and other assets 5

Intangible assets 171

Accounts payable ( 5 )

2 unchanged sentences

Fair value of net assets acquired $ 218

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value Estimated Useful Lives (in years)

Customer base $ 275 17.5

Formulas and technology 60 8

Customer base $ 119 9 to 20

Formulas and technology 31 9 to 20

Trademarks and trade names 1 5

Water rights 29 indefinite

Total identified intangible assets $ 171

As part of the acquisition, we recorded $ 48 million of goodwill.

The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the value of the skilled assembled workforce of AMPAC.

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

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

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

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

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

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

AMPAC Third Quarter Ended

September 30, 2024 January 16 to

September 30, 2024

Net sales $ 59,094 $ 114,151

Income before income taxes 16,274 16,196

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

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

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

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

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

Pro Forma Supplemental Information (in thousands)

Consolidated Third Quarter Ended

September 30, 2024 Nine Months Ended

September 30, 2024

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

Income before income taxes 172,013 456,988

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

2 unchanged sentences

Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.

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

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

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 propulsions 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.

In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue.

These prepayments from customers are recorded as a contract liability until we recognize the revenue.

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

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

We regularly review these and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

7 unchanged sentences

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 that 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.

2 unchanged sentences

The segment accounting policies are the same as those described in Note 1 of our 2025 Annual Report.

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 three months ended March 31, 2026 and March 31, 2025.

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

30 unchanged sentences

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Specialty materials 14,499 888

All other 0 0 0 2

Corporate 824 1,092

7 unchanged sentences

Pension Plans and Other Postretirement Benefits

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

(in thousands) Actual Cash Contributions for Nine Months Ended

September 30, 2025 Expected Remaining Cash Contributions for Year Ending

The table below shows cash contributions made during the three months ended March 31, 2026, as well as the remaining cash contributions we expect to make during the year ending December 31, 2026, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Three Months Ended

March 31, 2026 Expected Remaining Cash Contributions for Year Ending

December 31, 2026

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Pension Benefits Postretirement Benefits

Third Quarter Ended September 30,

(in thousands) 2025 2024 2025 2024

Service cost $ 2,770 $ 3,177 $ 144 $ 216

Interest cost 6,196 5,997 371 372

Expected return on plan assets ( 15,122 ) ( 14,030 ) ( 202 ) ( 191 )

Amortization of prior service cost (credit) 50 47 ( 757 ) ( 757 )

Amortization of actuarial net (gain) loss ( 1,021 ) ( 367 ) ( 126 ) ( 71 )

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

Pension Benefits Postretirement Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

Pension Benefits

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

Three Months Ended March 31,

(in thousands) 2026 2025

6 unchanged sentences

Earnings Per Share

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

We had 37,453 shares of nonvested restricted stock at March 31, 2026 and 38,275 shares of nonvested restricted stock at March 31, 2025 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

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

1 unchanged sentence

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

(in thousands, except per-share amounts) 2026 2025

6 unchanged sentences

Earnings per share - basic and diluted $ 12.62 $ 13.26

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

September 30,

2026 December 31,

4 unchanged sentences

Intangibles (Net of Amortization) and Goodwill

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

The net carrying amount of intangibles and goodwill was $ 932 million at March 31, 2026 and $ 941 million at December 31, 2025.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands) Gross

3 unchanged sentences

Amortizing intangible assets

Formulas and technology $ 60,000 $ 12,845 $ 60,000 $ 7,220

Customer bases $ 399,920 $ 42,790 $ 403,310 $ 37,626

Formulas and technology 90,820 17,393 90,820 14,745

Trademarks and trade names 31,020 4,527 31,020 3,976

19,870 1,987 19,870 1,036

Water rights 29,392 29,392

2 unchanged sentences

Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 808 million is attributable to the specialty materials segment.

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

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

The change in the gross carrying amount between December 31, 2025 and March 31, 2026 is due to measurement period adjustments related to the Calca acquisition and 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.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was (in thousands):

Third quarter ended September 30, 2025 $ 6,351

Nine months ended September 30, 2025 19,053

Third quarter ended September 30, 2024 6,351

Nine months ended September 30, 2024 18,111

Three months ended March 31, 2026 $ 9,314

Three months ended March 31, 2025 6,351

Estimated amortization expense for the remainder of 2026, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

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.

2026 $ 27,943

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.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

1 unchanged sentence

$ 395,612 $ 395,391

Revolving credit facility 394,000 288,000

Senior notes - 3.78 % due 2029

150,000 200,000

Term loan (net of related deferred financing costs) 99,934 249,775

Revolving credit facility 88,000 77,000

$ 939,612 $ 883,391

2 unchanged sentences

The 3.78 % senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers.

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

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

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

We borrowed the entire $ 250 million available under the term loan credit agreement and are required to repay the principal amount borrowed under the term loan in full at maturity.

We may, in our sole discretion and subject to the conditions set forth in the term loan credit agreement, prepay amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity.

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

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

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

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

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

We were in compliance with all covenants under all issuances of senior notes as of March 31, 2026 and December 31, 2025.

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

The obligations under the revolving credit facility are unsecured.

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The average interest rate for borrowings under the revolving credit agreement was 4.8 % during the first three months of 2026 and 5.3 % during the year ended December 31, 2025.

Outstanding borrowings under the revolving credit facility amounted to $ 394 million at March 31, 2026 and $ 288 million at December 31, 2025.

Outstanding letters of credit amounted to approximately $ 4 million at both March 31, 2026 and December 31, 2025.

The unused portion of the revolving credit facility amounted to $ 502 million at March 31, 2026 and $ 608 million at December 31, 2025.

We were in compliance with all covenants under the revolving credit facility as of March 31, 2026 and December 31, 2025.

Commitments and Contingencies

7 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 $ 13 million at September 30, 2025 and $ 11 million at December 31, 2024.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 12 million at March 31, 2026 and $ 14 million at December 31, 2025.

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

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

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

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

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

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 7 million of the total accrual above at March 31, 2026 and $ 9 million at December 31, 2025, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 9 million at March 31, 2026 and $ 11 million at December 31, 2025.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2026, we had operating lease commitments of approximately $ 3 million and finance lease commitments of approximately $ 12 million for leases that have not yet commenced.

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

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Other comprehensive income (loss) ( 1,489 ) 12,515 11,026

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

Balance at March 31, 2025 $ 150,469 $ ( 106,573 ) $ 43,896

Balance at December 31, 2025 $ 182,544 $ ( 75,721 ) $ 106,823

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Other comprehensive income (loss) ( 1,425 ) ( 6,907 ) ( 8,332 )

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

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

Balance at March 31, 2026 $ 181,119 $ ( 82,628 ) $ 98,491

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

See Note 5 in this Quarterly Report on Form 10-Q and Note 18 in our 2025 Annual Report for further information.

Fair Value Measurements

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

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 73 million at March 31, 2026 and $ 78 million at December 31, 2025.

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

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

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

No material events occurred during the three months ended March 31, 2026 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

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

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

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

The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to March 31, 2026.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands) Carrying

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Recent Accounting Pronouncements

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

2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" (ASU 2023-09).

The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid.

ASU 2023-09 was effective for our annual reporting period beginning January 1, 2025.

The required disclosures will be included in our 2025 Annual Report on Form 10-K.

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

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

Disaggregation of Income Statement

Expenses" (ASU 2024-03).

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

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

The FASB issued ASU 2024-03 to improve disclosures surrounding expenses in commonly

presented captions including Cost of goods sold;

Selling, general, and administrative expenses;

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The additional expense information required to be disclosed includes purchases of inventory, employee compensation, depreciation, intangible assets amortization, and total selling expenses, as well as a qualitative description of amounts remaining that have not been separately presented.

ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting periods beginning January 1, 2028.

ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting period beginning January 1, 2028.

Early adoption is permitted.

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

Subsequent Events

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

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

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

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

Department of Defense’s Defense Logistics Agency – Energy.

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

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

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 January 1, 2029.

Early adoption is permitted.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements