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Item 1. Financial Statements

2026-07-30 compared with 2026-04-23 · 95 added, 53 removed, 397 unchanged (27% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

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

(in thousands, except per-share amounts) Second Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 747,094 $ 698,509 $ 1,416,811 $ 1,399,455

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Three Months Ended March 31,

(in thousands) Second Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 133,752 $ 111,244 $ 251,819 $ 237,193

1 unchanged sentence

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

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 176 ) for the second quarter 2026;

$( 175 ) for the second quarter 2025;

$( 351 ) for the six months 2026, and $( 352 ) for the six months 2025

( 499 ) ( 499 ) ( 996 ) ( 999 )

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

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 0 for the second quarter 2026;

$ 0 for the second quarter 2025;

$ 103 for the six months 2026, and $ 0 for the six months 2025

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 401 ) for the second quarter 2026, $( 344 ) for the second quarter 2025, $( 803 ) for the six months 2026, and $( 685 ) for the six months 2025

( 1,169 ) ( 1,001 ) ( 2,339 ) ( 1,990 )

Total pension plans and other postretirement benefits ( 1,668 ) ( 1,500 ) ( 3,093 ) ( 2,989 )

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

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 62 for the second quarter 2026, $ 377 for the second quarter 2025, $ 366 for the six months 2026, and $ 873 for the six months 2025

1,319 27,306 ( 5,588 ) 39,821

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) March 31,

(in thousands, except share amounts) June 30,

2026 December 31,

28 unchanged sentences

authorized shares - 80,000,000 ;

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

issued and outstanding shares - 9,196,406 at June 30, 2026 and 9,397,364 at December 31, 2025)

Accumulated other comprehensive income 98,142 106,823

9 unchanged sentences

Shares Amount

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

Net income 111,244 111,244

Other comprehensive income (loss) 25,806 25,806

Cash dividends ($ 2.75 per share)

( 25,841 ) ( 25,841 )

Repurchases of common stock ( 36,812 ) ( 273 ) ( 19,519 ) ( 19,792 )

Stock-based compensation ( 1,073 ) 788 22 810

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

Balance at March 31, 2026

9,198,019 $ 0 $ 98,491 $ 1,634,059 $ 1,732,550

Net income 133,752 133,752

Other comprehensive income (loss) ( 349 ) ( 349 )

Cash dividends ($ 3.00 per share)

( 27,589 ) ( 27,589 )

Repurchases of common stock ( 1,384 ) ( 288 ) ( 572 ) ( 860 )

Stock-based compensation ( 229 ) 837 3 840

Balance at June 30, 2026 9,196,406 $ 549 $ 98,142 $ 1,739,653 $ 1,838,344

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

7 unchanged sentences

Stock-based compensation 7,336 1,276 22 1,298

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

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

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

7 unchanged sentences

Stock-based compensation 6,060 1,495 4 1,499

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

Balance at June 30, 2026 9,196,406 $ 549 $ 98,142 $ 1,739,653 $ 1,838,344

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Three Months Ended March 31,

(in thousands) Six Months Ended June 30,

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

10 unchanged sentences

Capital expenditures ( 51,734 ) ( 29,295 )

Proceeds from previous acquisition 1,131 0

Cash received from acquisition-related adjustment 1,131 0

Cash provided from (used in) investing activities ( 50,603 ) ( 29,295 )

Cash flows from financing activities:

Net borrowings under revolving credit facility

Net borrowings (repayments) under revolving credit facility

21,000 ( 30,000 )

Payment on term loan

Principal payment on 3.78 % senior notes

5 unchanged sentences

Effect of foreign exchange on cash and cash equivalents ( 4,478 ) 4,894

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

16,001 ( 7,219 )

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 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.

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 June 30, 2026 and December 31, 2025, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the second quarter and six months ended June 30, 2026 and June 30, 2025, and our cash flows for the six months ended June 30, 2026 and June 30, 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 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.

The results of operations for the six-month period ended June 30, 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.

3 unchanged sentences

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.

At both June 30, 2026 and December 31, 2025, the amount of confirmed invoices outstanding under the supplier finance program was not material.

Acquisition of Business

11 unchanged sentences

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.

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

NEWMARKET CORPORATION AND SUBSIDIARIES

37 unchanged sentences

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

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

13 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, Calca, and Ethyl based on the services provided.

NewMarket Services expenses are billed to the companies in each of the segments and all other businesses 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.

The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the second quarter and six months ended June 30, 2026 and June 30, 2025.

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

34 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

11 unchanged sentences

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

The table below shows cash contributions made during the six months ended June 30, 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 Six Months Ended

June 30, 2026 Expected Remaining Cash Contributions for Year Ending

December 31, 2026

9 unchanged sentences

The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.

Pension Benefits Postretirement Benefits

Second Quarter Ended June 30,

(in thousands) 2026 2025 2026 2025

Service cost $ 2,973 $ 2,858 $ 137 $ 139

Interest cost 6,369 6,201 403 413

Expected return on plan assets ( 16,177 ) ( 15,114 ) ( 196 ) ( 199 )

Amortization of prior service cost (credit) 46 45 ( 757 ) ( 757 )

Amortization of actuarial net (gain) loss ( 1,092 ) ( 1,011 ) ( 76 ) ( 70 )

Net periodic benefit cost (income) $ ( 7,881 ) $ ( 7,021 ) $ ( 489 ) $ ( 474 )

NEWMARKET CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Pension Benefits Postretirement Benefits

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

Pension Benefits

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

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.

We had 37,224 shares of nonvested restricted stock at June 30, 2026 and 37,202 shares of nonvested restricted stock at June 30, 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.

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

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

15 unchanged sentences

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 net carrying amount of intangibles and goodwill was $ 923 million at June 30, 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

June 30, 2026 December 31, 2025

(in thousands) Gross

11 unchanged sentences

Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 799 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.

The change in the gross carrying amount between December 31, 2025 and June 30, 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.

1 unchanged sentence

Amortization expense was (in thousands):

Three months ended March 31, 2026 $ 9,314

Three months ended March 31, 2025 6,351

Second quarter ended June 30, 2026 $ 9,259

Six months ended June 30, 2026 18,573

Second quarter ended June 30, 2025 6,351

Six months ended June 30, 2025 12,702

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):

4 unchanged sentences

Long-term Debt

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

10 unchanged sentences

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.

We were in compliance with all covenants under all issuances of senior notes as of June 30, 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.

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

Outstanding borrowings under the revolving credit facility amounted to $ 309 million at June 30, 2026 and $ 288 million at December 31, 2025.

Outstanding letters of credit amounted to approximately $ 2 million at June 30, 2026 and $ 4 million at December 31, 2025.

The unused portion of the revolving credit facility amounted to $ 589 million at June 30, 2026 and $ 608 million at December 31, 2025.

We were in compliance with all covenants under the revolving credit facility as of June 30, 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 $ 12 million at March 31, 2026 and $ 14 million at December 31, 2025.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 12 million at June 30, 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.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 7 million of the total accrual above at June 30, 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 June 30, 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.

At June 30, 2026, we had operating lease commitments of approximately $ 2 million and finance lease commitments of approximately $ 13 million for leases that have not yet commenced.

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

7 unchanged sentences

Other comprehensive income (loss) ( 2,989 ) 39,821 36,832

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

Balance at June 30, 2025 $ 148,969 $ ( 79,267 ) $ 69,702

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

2 unchanged sentences

Other comprehensive income (loss) ( 3,093 ) ( 5,588 ) ( 8,681 )

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

Balance at June 30, 2026 $ 179,451 $ ( 81,309 ) $ 98,142

(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).

1 unchanged sentence

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 carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 94 million at June 30, 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.

No material events occurred during the six months ended June 30, 2026 that required 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 estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to June 30, 2026.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands) Carrying

10 unchanged sentences

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.

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

Early adoption is permitted.

13 unchanged sentences

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

In May 2026, the FASB issued Accounting Standards Update No.

2026-02, "Environmental Credits and Environmental Credit Obligations (Topic) 818" (ASU 2026-02).

The FASB issued ASU 2026-02 to provide recognition, measurement, presentation, and disclosure requirements for an entity that generates, purchases, or receives environmental credit obligations or has a

regulatory compliance obligation that can be settled with environmental credits.

ASU 2026-02 is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those reporting periods.

Early adoption is permitted.

We are currently assessing the impact that the adoption of ASU 2026-02 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