NEWMARKET CORP 10-Q

ITEM 1. Financial Statements NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per-share amounts) Three Months Ended March 31, 2026 2025 Net sales $ 669,717 $ 700,946 Cost of goods sold 448,838 464,923 Gross profit 220,879 236,023 Selling, general, and administrative expenses 46,014 42,978 Research, development, and testing expenses 31,636 33,176 Operating profit 143,229 159,869 Interest and financing expenses, net 8,771 10,700 Other income (expense), net 17,196 14,944 Income before income tax expense 151,654 164,113 Income tax expense 33,587 38,164 Net income $ 118,067 $ 125,949 Earnings per share - basic and diluted $ 12.62 $ 13.26 Cash dividends declared per share $ 3.00 $ 2.75 See accompanying Notes to Condensed Consolidated Financial Statements 4 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Net income $ 118,067 $ 125,949 Other comprehensive income (loss): Pension plans and other postretirement benefits: Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 175 ) for the three months 2026 and $( 177 ) for the three months 2025 ( 497 ) ( 500 ) 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 242 0 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 $ 304 for the three months 2026 and $ 496 for the three months 2025 ( 6,907 ) 12,515 Other comprehensive income (loss) ( 8,332 ) 11,026 Comprehensive income $ 109,735 $ 136,975 See accompanying Notes to Condensed Consolidated Financial Statements 5 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share amounts) March 31, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 73,158 $ 77,598 Trade and other accounts receivable, less allowance for credit losses 438,438 422,084 Inventories 494,957 502,257 Prepaid expenses and other current assets 58,217 57,773 Total current assets 1,064,770 1,059,712 Property, plant, and equipment, net 780,618 775,480 Intangibles (net of amortization) and goodwill 932,415 941,156 Prepaid pension cost 594,107 586,053 Operating lease right-of-use assets, net 80,480 78,267 Deferred charges and other assets 51,918 51,797 Total assets $ 3,504,308 $ 3,492,465 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 258,710 $ 238,384 Accrued expenses 94,821 109,774 Dividends payable 24,679 23,805 Income taxes payable 18,426 17,190 Operating lease liabilities 16,141 16,205 Other current liabilities 4,478 13,921 Total current liabilities 417,255 419,279 Long-term debt 939,612 883,391 Operating lease liabilities - noncurrent 64,054 62,045 Other noncurrent liabilities 350,837 349,507 Total liabilities 1,771,758 1,714,222 Commitments and contingencies (Note 10) Shareholders’ equity: Common stock and paid-in capital (with no par value; authorized shares - 80,000,000 ; issued and outstanding shares - 9,198,019 at March 31, 2026 and 9,397,364 at December 31, 2025) 0 2,386 Accumulated other comprehensive income 98,491 106,823 Retained earnings 1,634,059 1,669,034 Total shareholders’ equity 1,732,550 1,778,243 Total liabilities and shareholders’ equity $ 3,504,308 $ 3,492,465 See accompanying Notes to Condensed Consolidated Financial Statements 6 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (in thousands, except share and per-share amounts) Common Stock and Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders’ Equity Shares Amount Balance at December 31, 2024 9,524,789 $ 0 $ 32,870 $ 1,428,713 $ 1,461,583 Net income 125,949 125,949 Other comprehensive income (loss) 11,026 11,026 Cash dividends ($ 2.75 per share) ( 26,057 ) ( 26,057 ) Repurchases of common stock ( 96,846 ) ( 488 ) ( 52,003 ) ( 52,491 ) Tax withholdings related to stock-based compensation ( 1,846 ) 0 ( 1,002 ) ( 1,002 ) Stock-based compensation 8,409 488 0 488 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 Net income 118,067 118,067 Other comprehensive income (loss) ( 8,332 ) ( 8,332 ) Cash dividends ($ 3.00 per share) ( 27,962 ) ( 27,962 ) Repurchases of common stock ( 203,543 ) ( 1,719 ) ( 125,081 ) ( 126,800 ) Tax withholdings related to stock-based compensation ( 2,091 ) ( 1,325 ) 0 ( 1,325 ) Stock-based compensation 6,289 658 1 659 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 7 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Cash and cash equivalents at beginning of year $ 77,598 $ 77,476 Cash flows from operating activities: Net income 118,067 125,949 Adjustments to reconcile net income to cash provided from operating activities: Depreciation and amortization 31,662 28,778 Deferred income tax expense (benefit) 4,917 505 Working capital changes ( 19,610 ) ( 26,590 ) Cash pension and postretirement contributions ( 2,489 ) ( 2,374 ) Other, net ( 8,514 ) ( 5,955 ) Cash provided from (used in) operating activities 124,033 120,313 Cash flows from investing activities: Capital expenditures ( 24,357 ) ( 13,016 ) Proceeds from previous acquisition 1,131 0 Cash provided from (used in) investing activities ( 23,226 ) ( 13,016 ) Cash flows from financing activities: Net borrowings under revolving credit facility 106,000 69,000 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 ) Other, net ( 3,323 ) ( 4,345 ) Cash provided from (used in) financing activities ( 100,851 ) ( 68,466 ) Effect of foreign exchange on cash and cash equivalents ( 4,396 ) 1,946 (Decrease) increase in cash and cash equivalents ( 4,440 ) 40,777 Cash and cash equivalents at end of period $ 73,158 $ 118,253 See accompanying Notes to Condensed Consolidated Financial Statements 8 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Financial Statement Presentation In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of 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. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC), but do not include all disclosures required by GAAP for complete annual consolidated financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report), as filed with the SEC. 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. Supplier Finance Program We offer our vendors a supplier finance program, which allows our vendors to receive payment from a third-party finance provider earlier than our normal payment terms would provide. NewMarket and its subsidiaries are not a party to any arrangement between our vendors and the finance provider, and there are no assets pledged as security or other forms of guarantees provided by NewMarket to the finance provider. For those vendors who opt to participate in the program, we pay the finance provider the full amount of the invoices on the normal due date. At both March 31, 2026 and December 31, 2025, the amount of confirmed invoices outstanding under the supplier finance program was not material. 2. Acquisition of Business 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. 9 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 2 Property, plant, and equipment, net 22 Goodwill 48 Intangible assets 171 Accounts payable ( 5 ) Accrued expenses ( 3 ) Other noncurrent liabilities ( 32 ) 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 $ 119 9 to 20 Backlog 20 5 Formulas and technology 31 9 to 20 Trademarks and trade names 1 5 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 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. 3. Net Sales Our revenues are predominantly derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and EMEAI (Europe/Middle East/Africa/India) regions. Our petroleum additives customers primarily consist of global, national, and independent oil companies. Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts. Additionally, we have revenue from the manufacture and sale of critical specialty materials products used primarily in solid rocket motors for space launch and military defense applications, 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. government, as well as the U.S. government. Specialty materials contracts generally include one performance obligation, which is typically satisfied at a point in time when the products are shipped from the plant 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, 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. 10 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table provides information on our net sales by geographic area. Information on net sales by segment is presented in Note 4. Three Months Ended March 31, (in thousands) 2026 2025 Net sales United States $ 257,372 $ 270,876 Europe, Middle East, Africa, India 202,618 201,676 Asia Pacific 133,205 147,436 Other foreign 76,522 80,958 Net sales $ 669,717 $ 700,946 4. Segment Information We have two reportable segments – petroleum additives and specialty materials. The petroleum additives segment includes lubricant and fuel additives which are necessary for the efficient and reliable operation of vehicles and machinery. The specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications 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. We have determined that our chief executive officer is the chief operating decision maker (CODM) who makes key operating decisions and assesses the performance of the reportable segments. The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments. The segment accounting policies are the same as those described in Note 1 of our 2025 Annual Report. 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 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. 11 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Net sales Petroleum additives Lubricant additives $ 521,169 $ 559,178 Fuel additives 88,649 86,376 Total 609,818 645,554 Specialty materials 58,141 53,721 All other 1,758 1,671 Total net sales $ 669,717 $ 700,946 Segment operating profit Petroleum additives Net sales $ 609,818 $ 645,554 Cost of goods sold ( 409,438 ) ( 437,746 ) Research, development, and testing expenses ( 31,636 ) ( 33,176 ) Other segment items ( 33,745 ) ( 32,525 ) Petroleum additives segment operating profit 134,999 142,107 Specialty materials Net sales 58,141 53,721 Other segment items ( 45,719 ) ( 30,534 ) Specialty materials segment operating profit 12,422 23,187 Total segment operating profit 147,421 165,294 All other ( 1,110 ) ( 481 ) Corporate, general, and administrative expenses ( 3,053 ) ( 4,886 ) Interest and financing expenses, net ( 8,771 ) ( 10,700 ) Other income (expense), net 17,167 14,886 Income before income tax expense $ 151,654 $ 164,113 The significant expense categories of cost of goods sold and research, development, and testing expenses are shown in the above segment operating profit table for the petroleum additives segment and are regularly provided to the CODM. The other segment items for the petroleum additives segment represent selling, general, and administrative expenses, as well as corporate services allocated to the reporting segment. The other segment items for the specialty materials segment include costs of goods sold; selling, general, and administrative expenses; and corporate services allocated to the reporting segment. Significant expense categories of the specialty materials segment are not regularly provided to the CODM. Asset information by segment is not reported internally or otherwise regularly provided to the CODM. 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. 12 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Additions to long-lived assets Petroleum additives $ 16,272 $ 20,274 Specialty materials 14,499 888 Corporate 824 1,092 Total additions to long-lived assets $ 31,595 $ 22,254 Depreciation and amortization Petroleum additives $ 18,575 $ 18,979 Specialty materials 12,162 8,858 All other 22 12 Corporate 903 929 Total depreciation and amortization $ 31,662 $ 28,778 5. Pension Plans and Other Postretirement Benefits 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 Domestic plans Pension benefits $ 836 $ 2,509 Postretirement benefits 397 1,191 Foreign plans Pension benefits 1,256 4,153 The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. 13 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Domestic Pension Benefits Postretirement Benefits Three Months Ended March 31, (in thousands) 2026 2025 2026 2025 Service cost $ 2,973 $ 2,857 $ 137 $ 139 Interest cost 6,369 6,200 403 414 Expected return on plan assets ( 16,178 ) ( 15,114 ) ( 197 ) ( 199 ) Amortization of prior service cost (credit) 47 45 ( 757 ) ( 757 ) Amortization of actuarial net (gain) loss ( 1,093 ) ( 1,012 ) ( 76 ) ( 70 ) Net periodic benefit cost (income) $ ( 7,882 ) $ ( 7,024 ) $ ( 490 ) $ ( 473 ) Foreign Pension Benefits Three Months Ended March 31, (in thousands) 2026 2025 Service cost $ 881 $ 807 Interest cost 1,788 1,631 Expected return on plan assets ( 4,641 ) ( 3,877 ) Amortization of prior service cost (credit) 38 35 Amortization of actuarial net (gain) loss ( 406 ) ( 247 ) Net periodic benefit cost (income) $ ( 2,340 ) $ ( 1,651 ) 6. Earnings Per Share 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. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Three Months Ended March 31, (in thousands, except per-share amounts) 2026 2025 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 118,067 $ 125,949 Earnings allocated to participating securities ( 458 ) ( 480 ) Net income attributable to common shareholders after allocation of earnings to participating securities $ 117,609 $ 125,469 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 9,321 9,460 Earnings per share - basic and diluted $ 12.62 $ 13.26 14 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Inventories (in thousands) March 31, 2026 December 31, 2025 Finished goods and work-in-process $ 387,336 $ 394,787 Raw materials 74,824 76,629 Stores, supplies, and other 32,797 30,841 $ 494,957 $ 502,257 8. Intangibles (Net of Amortization) and Goodwill 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. March 31, 2026 December 31, 2025 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets 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 Backlog 19,870 1,987 19,870 1,036 Water rights 29,392 29,392 Goodwill 428,090 424,127 $ 999,112 $ 66,697 $ 998,539 $ 57,383 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, 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. Amortization expense was (in thousands): 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): 2026 $ 27,943 2027 37,256 2028 37,207 2029 37,066 2030 35,979 2031 32,888 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. 15 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 9. Long-term Debt (in thousands) March 31, 2026 December 31, 2025 Senior notes - 2.70 % due 2031 (net of related deferred financing costs) $ 395,612 $ 395,391 Revolving credit facility 394,000 288,000 Senior notes - 3.78 % due 2029 150,000 200,000 $ 939,612 $ 883,391 Senior Notes - The 2.70 % senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $ 400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. The 3.78 % senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers. We 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 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. 10. Commitments and Contingencies Legal Matters We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below. While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows. Environmental We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party. While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 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 $ 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. 16 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Leases 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. 11. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) The balances of, and changes in, the components of accumulated other comprehensive income (loss), net of tax, consist of the following: (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870 Other comprehensive income (loss) before reclassifications 0 12,515 12,515 Amounts reclassified from accumulated other comprehensive loss (a) ( 1,489 ) 0 ( 1,489 ) Other comprehensive income (loss) ( 1,489 ) 12,515 11,026 Balance at March 31, 2025 $ 150,469 $ ( 106,573 ) $ 43,896 Balance at December 31, 2025 $ 182,544 $ ( 75,721 ) $ 106,823 Other comprehensive income (loss) before reclassifications 0 ( 6,907 ) ( 6,907 ) Amounts reclassified from accumulated other comprehensive loss (a) ( 1,425 ) 0 ( 1,425 ) Other comprehensive income (loss) ( 1,425 ) ( 6,907 ) ( 8,332 ) 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. 12. Fair Value Measurements The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 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 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 March 31, 2026. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy. March 31, 2026 December 31, 2025 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt $ 939,612 $ 901,184 $ 883,391 $ 850,535 13. Recent Accounting Pronouncements 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 17 presented captions including Cost of goods sold; Selling, general, and administrative expenses; and Research, development, and testing expenses. The additional expense information required to be disclosed includes purchases of inventory, employee compensation, depreciation, intangible assets amortization, and total selling expenses, as well as a qualitative description of amounts remaining that have not been separately presented. ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting period beginning January 1, 2028. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2024-03 will have on the disclosures in our consolidated financial statements. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The FASB issued ASU 2025-06 to modernize the accounting for costs related to internal-use software to better align with how software is developed and to clarify the threshold to be applied to begin capitalizing costs. ASU 2025-06 is effective for our annual and quarterly reporting periods beginning January 1, 2028. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2025-06 will have on our consolidated financial statements. 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. 18 Table of Contents