What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-23 · 87 added, 74 removed, 141 unchanged (53% of the section changed)

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an information technology system failure or security breach;

the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars, and health-related epidemics;

the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars or other conflicts, and health-related epidemics;

risks related to operating outside of the United States, including tariffs and trade policy;

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In light of these risks and uncertainties, any forward-looking statement made in this report or elsewhere might not occur.

When comparing the results of the petroleum additives segment for the first three months of 2026 with the first three months of 2025, net sales declined 5.5%, resulting primarily from lower lubricant additives product shipments.

Operating profit declined 5.0% and was also unfavorably impacted for the three months comparison by lower product shipments.

In addition, favorable raw material costs were partially offset by higher operating costs.

For the three months comparison periods of 2026 and 2025, the specialty materials segment reported higher net sales due to the acquisition of Calca in the fourth quarter of 2025, but lower operating profit primarily due to the impact of product shipment mix at AMPAC.

Specialty materials net sales and operating profit for the first three months of 2025 do not reflect financial results of Calca since the acquisition of Calca occurred on October 1, 2025.

When comparing the results of the petroleum additives segment for the first six months of 2026 with the first six months of 2025, net sales decreased 1.1%, resulting primarily from lower product shipments partially offset by higher selling prices.

Operating profit increased 0.9% over the same comparative periods.

For the six months comparison periods of 2026 and 2025, the specialty materials segment reported higher net sales, as well as slightly higher operating profit.

Specialty materials net sales and operating profit for the first six months of 2025 do not reflect financial results of Calca since the acquisition of Calca occurred on October 1, 2025.

We continue to expect to experience substantial variation in quarterly results for the specialty materials segment due to the nature of its business.

We continue to monitor the uncertain macroeconomic environment in which we operate, particularly the changes in international trade relations and tariffs, as well as the impact of the conflict in the Middle East, and assess the potential impacts to our operations.

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Results of Operations

Consolidated net sales for the first three months of 2026 totaled $669.7 million, representing a decrease of $31.2 million, or 4.5%, from the first three months of 2025.

Consolidated net sales for the second quarter of 2026 totaled $747.1 million, representing an increase of $48.6 million, or 7.0%, from the second quarter of 2025.

Consolidated net sales for the first six months of 2026 totaled $1.4 billion, representing an increase of $17.4 million, or 1.2%, from the first six months of 2025.

The following table shows net sales by segment and product line.

The net sales in the table below for the specialty materials segment do not include sales from Calca for the 2025 period as the acquisition occurred on October 1, 2025.

Three Months Ended March 31,

The net sales in the table below for the specialty materials segment do not include sales from Calca for the 2025 periods as the acquisition occurred on October 1, 2025.

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

(in millions) 2026 2025 2026 2025

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Petroleum Additives Segment

The regions in which we operate include North America, Latin America, Asia Pacific, and EMEAI.

While there is some fluctuation, the percentage of net sales generated by region remained fairly consistent when comparing the first three months of 2026 with both the same period in 2025 and the full year of 2025.

Petroleum additives net sales for the first three months of 2026 were $609.8 million, a decrease of $35.7 million, or 5.5%, compared to the first three months of 2025.

Petroleum additives net sales for the second quarter of 2026 were $675.6 million compared to $653.9 million for the second quarter of 2025, an increase of 3.3%.

Net sales increased across all regions with growth of 2.8% in North America, 3.2% in Asia Pacific, 2.6% in EMEAI, and 7.7% in Latin America.

Petroleum additives net sales for the first six months of 2026 were $1.3 billion, a decrease of $14 million, or 1.1%, compared to the first six months of 2025.

Decreases in North America of 3.9% and Asia Pacific of 3.4% were partially offset by increases in EMEAI of 2.2% and Latin America of 4.3%.

The following table details the approximate components of the changes in petroleum additives net sales between the first three months of 2026 and 2025.

(in millions) Three Months

Period ended March 31, 2025 $ 645.5

While regional sales fluctuate period to period, the percentage of net sales generated by region remained fairly consistent during the second quarter and first six months of 2026 compared with the same periods in 2025.

The following table details the approximate components of the changes in petroleum additives net sales between the second quarter and first six months of 2026 and 2025.

(in millions) Second Quarter Six Months

Period ended June 30, 2025 $ 653.9 $ 1,299.4

Lubricant additives shipments (3.0) (41.9)

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Foreign currency impact, net 2.2 12.2

Period ended March 31, 2026 $ 609.8

When comparing the first three months of 2026 and 2025, lower lubricant additives shipments, partially offset by an increase in fuel additives shipments, resulted in the decrease in petroleum additives net sales.

Including the impact of foreign currency, selling prices were effectively unchanged between the comparison periods.

On a worldwide basis, the volume of product shipments for petroleum additives decreased 6.9% in the first three months of 2026 compared with the same period in 2025, reflecting lower lubricant additives shipments partially offset by a modest increase in fuel additives shipments.

For the first three months comparison, lubricant additives product shipments were lower across all regions except for the Latin America region, which was substantially unchanged.

For the fuel additives first three

months comparison, both the EMEAI and North America regions reported increases in product shipments, which were partially offset by decreases in the Asia Pacific and Latin America regions.

Period ended June 30, 2026 $ 675.6 $ 1,285.4

When comparing the second quarter periods of 2026 and 2025, higher selling prices drove the increase in net sales, which was partially offset by lower product shipments.

For the first six month comparison between 2026 and 2025, lower product shipments, partially offset by higher selling prices and a favorable foreign currency impact, resulted in the decrease in petroleum additives net sales.

The higher selling prices for both the second quarter and first six months of 2026 included surcharges implemented in response to higher costs from the supply chain disruptions in the Middle East.

The decrease in shipments was substantially due to our strategic decision to examine and reduce low-margin business.

On a worldwide basis, the volume of product shipments for petroleum additives decreased 3.8% in the second quarter of 2026 and 5.3% in the first six months of 2026 compared with the same periods in 2025.

The decline reflected lower shipments across both the lubricant additives and fuel additives product lines, with lubricant additives accounting for the majority of the decrease, particularly for the six months period.

For the second quarter comparison, lubricant additives product shipments were lower in EMEAI and Asia Pacific, partially offset by growth in Latin America, while North America remained substantially unchanged.

Fuel additives shipments for the second quarter comparison were lower across all regions except Asia Pacific.

For the first six months comparison, lubricant additives product shipments declined across all regions except for Latin America, which experienced modest growth.

Fuel additives shipments for the first six months comparison decreased across all regions except for EMEAI, which remained substantially unchanged.

The primary foreign currencies in which we transact include the Euro, Pound Sterling, Japanese Yen, Chinese Renminbi, and Indian Rupee.

Comparing the first three months periods of 2026 and 2025, the United States Dollar strengthened against the Rupee and Yen and weakened against the Euro, Renminbi, and Pound Sterling, resulting in the favorable impacts to net sales shown in the table above.

Comparing both the second quarters and first six months periods of 2026 and 2025, the United States Dollar strengthened against the Rupee and Yen and weakened against the Euro, Renminbi, and Pound Sterling, resulting in the favorable impacts to net sales in the table above.

Specialty Materials Segment

Total net sales for the specialty materials segment were $58.1 million for the first three months of 2026, compared to $53.7 for the first three months of 2025.

The increase in net sales primarily reflects the inclusion of Calca's net sales following its acquisition on October 1, 2025, as there were no Calca net sales in the prior year period.

This increase was partially offset by the impact of product shipment mix at AMPAC.

Total net sales for the specialty materials segment were $67.2 million for the second quarter of 2026, compared to $42.0 million for the second quarter of 2025.

For the six months comparison, net sales were $125.3 million for 2026 and $95.8 million for 2025.

The increase in net sales for both comparison periods was the result of higher selling prices from favorable product mix, as well as the inclusion of Calca's net sales following its acquisition on October 1, 2025.

“All other” includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.

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Depreciation of segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit.

The following table presents reporting segment operating profit for the three months ended March 31, 2026 and March 31, 2025 for the petroleum additives and specialty materials segments, as well as the operating loss for the "All other" businesses.

A reconciliation of segment operating profit to income before income tax expense is in Note 4.

Three Months Ended March 31,

The following table presents reporting segment operating profit for the second quarter and six months ended June 30, 2026 and June 30, 2025 for the petroleum additives and specialty materials segments, as well as the operating loss for the "All other" businesses.

A reconciliation of segment operating profit to income before income tax expense is included in Note 4.

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

(in millions) 2026 2025 2026 2025

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Petroleum Additives Segment

Petroleum additives segment gross profit decreased $7.4 million and operating profit decreased $7.1 million when comparing the first three months of 2026 to the first three months of 2025.

The decrease in both gross profit and operating profit primarily included the unfavorable impacts of lower product shipments, reflecting some softening in the market, as well as our portfolio profitability management efforts.

In addition, favorable raw material costs were partially offset by higher operating costs.

Petroleum additives segment gross profit increased $7.0 million and operating profit increased $9.5 million when comparing the second quarter of 2026 to the second quarter of 2025.

Gross profit decreased $0.4 million and operating profit increased $2.4 million when comparing the first six months of 2026 to the first six months of 2025.

Gross profit and operating profit for the second quarter comparison increased primarily due to the net impact of surcharges implemented in response to higher raw material and operating costs we have incurred from the supply chain disruptions in the Middle East.

For the first six months comparison, the drivers for the slight decrease in gross profit were consistent with those affecting the second quarter comparison discussed above, offset by a 5.3% decline in shipments.

The increase in operating profit for the first six months comparison was further impacted by lower costs for research, development, and testing.

The following table presents petroleum additives cost of goods sold as a percentage of net sales and the operating profit margin.

Three Months Ended March 31,

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

2026 2025 2026 2025

Cost of goods sold as a percentage of net sales 68.6 % 68.6 % 67.9 % 68.2 %

Operating profit margin 22.1 % 21.4 % 22.1 % 21.7 %

For the rolling four quarters ended March 31, 2026, the operating profit margin for petroleum additives was 20.5%, which is within our historical range of operating profit margin.

For the rolling four quarters ended June 30, 2026, the operating profit margin for petroleum additives was 20.7%, which is within our historical range of operating profit margin.

While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.

Petroleum additives selling, general, and administrative (SG&A) expenses for the first three months of 2026 were $1.2 million higher than the first three months of 2025.

SG&A expenses as a percentage of net sales were 5.5% for the first three months of

2026 and 5.0% for the first three months of 2025.

Petroleum additives selling, general, and administrative (SG&A) expenses decreased $0.5 million in the second quarter of 2026 compared with the second quarter of 2025 and increased $0.6 million in the first six months of 2026 compared with the first six months of 2025.

SG&A expenses as a percentage of net sales were 4.8% for the second quarter of 2026, 5.1% for the second quarter of 2025, 5.2% for the first six months of 2026, and 5.1% for the first six months of 2025.

Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our workforce, including travel-related expenses.

While personnel-related costs fluctuate from period to period, there were no significant changes in the drivers of these costs when comparing the periods.

Our investments in petroleum additives research, development, and testing (R&D) decreased $1.5 million when comparing the first three months of 2026 and 2025.

As a percentage of net sales, our R&D investment was 5.2% for the first three months of 2026, and 5.1% for the first three months of 2025.

Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas.

Investments in petroleum additives research, development, and testing (R&D) decreased $2.0 million when comparing the second quarters of 2026 and 2025 and decreased $3.5 million when comparing the first six months of 2026 and 2025.

As a percentage of net sales, R&D investment was 4.5% for the second quarter of 2026, 5.0% for the second quarter of 2025, 4.8% for the first six months of 2026, and 5.0% for the first six months of 2025.

R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas.

Our approach to R&D investments, as it is with SG&A costs, is one of purposeful spending on programs to support our current product base and to ensure that we develop products to support our customers' programs in the future.

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Specialty Materials Segment

The specialty materials segment reported operating profit of $12.4 million for the first three months of 2026 as compared to $23.2 million for the first three months of 2025.

The decrease in specialty materials operating profit was primarily the result of a shift in quarterly product shipment mix at AMPAC.

The 2025 period excludes Calca's results as the acquisition was completed on October 1, 2025.

We may experience substantial variation in quarterly results for the specialty materials segment due to the nature of its business.

The specialty materials segment reported operating profit of $22.3 million for the second quarter of 2026 as compared to $10.5 million for the second quarter of 2025.

Operating profit of $34.8 million for the first six months of 2026 remained fairly flat as compared to operating profit of $33.7 million for the first six months of 2025.

The increase in specialty materials operating profit for the second quarter comparison was driven by factors consistent with those impacting specialty materials net sales as discussed above, partially offset by higher operating costs.

We expect to experience substantial variation in quarterly results for the specialty materials segment due to the nature of its business.

The following discussion references certain captions on the Consolidated Statements of Income.

Interest and Financing Expenses, Net

Interest and financing expenses were $8.8 million for the first three months of 2026 and $10.7 million for the first three months of 2025.

The decrease for the three months comparisons resulted primarily from both lower average debt outstanding and a lower average interest rate.

Interest and financing expenses were $8.8 million for the second quarter of 2026, $10.7 million for the second quarter of 2025, $17.6 million for the first six months of 2026, and $21.4 million for the first six months of 2025.

The decrease for both the second quarter and six months comparisons resulted primarily from both lower average debt outstanding and a lower average interest rate.

Other Income (Expense), Net

Other income (expense), net was income of $17.2 million for the first three months of 2026 and $14.9 million for the first three months of 2025.

The amounts for both the 2026 and 2025 three-month periods primarily reflect the non-service cost components of net periodic benefit cost (income) from defined benefit pension and postretirement plans.

Other income (expense), net was income of $15.5 million for the second quarter of 2026, $15.3 million for the second quarter of 2025, $32.7 million for the first six months of 2026, and $30.2 million for the first six months of 2025.

The amounts for both the 2026 and 2025 second quarter and six months periods primarily reflect the non-service cost components of net periodic benefit cost (income) from defined benefit pension and postretirement plans.

See Note 5 for further information on total periodic benefit cost (income).

Income Tax Expense

Income tax expense was $33.6 million for the first three months of 2026 and $38.2 million for the first three months of 2025.

The effective tax rate was 22.2% for the first three months of 2026 and 23.3% for the first three months of 2025.

Income tax expense decreased $2.9 million due to lower income and $1.7 million resulting from the lower effective tax rate.

The decrease in the effective tax rate was primarily driven by lower taxes on foreign earnings.

Income tax expense was $36.6 million for the second quarter of 2026 and $36.4 million for the second quarter of 2025.

The effective tax rate was 21.5% for the second quarter of 2026 and 24.7% for the second quarter of 2025.

Income tax expense increased $5.6 million due to higher income but was mostly offset by a $5.5 million decrease resulting from the lower effective tax rate.

Income tax expense was $70.2 million for the first six months of 2026 and $74.6 million for the first six months of 2025.

The effective tax rate was 21.8% for the first six months of 2026 and 23.9% for the first six months of 2025.

Income tax expense decreased $6.9 million due to the lower effective tax rate and was slightly offset by a $2.5 million increase due to higher income.

The decrease in the effective tax rate for both periods was primarily driven by lower taxes on foreign earnings.

The One Big Beautiful Bill Act (OBBBA) was enacted in the United States on July 4, 2025.

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The OBBBA has multiple effective dates, with certain provisions which were effective in 2025 and others implemented through 2027.

The 2026 impacts of the OBBBA have been reflected in the income tax provision for the three months ended March 31, 2026.

The 2026 impacts of the OBBBA have been reflected in the income tax provision for the second quarter and six months ended June 30, 2026.

These impacts were not material to our consolidated financial statements.

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Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at March 31, 2026 were $73.2 million, a decrease of $4.4 million since December 31, 2025.

Cash and cash equivalents held by our foreign subsidiaries amounted to $54.3 million at March 31, 2026 and $68.3 million at December 31, 2025.

Cash and cash equivalents at June 30, 2026 were $93.6 million, an increase of $16.0 million since December 31, 2025.

Cash and cash equivalents held by our foreign subsidiaries amounted to $78.2 million at June 30, 2026 and $68.3 million at December 31, 2025.

Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans.

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Cash Flows – Operating Activities

Cash provided from operating activities for the first three months of 2026 was $124.0 million, including $19.6 million of higher working capital requirements.

Cash provided from operating activities for the first six months of 2026 was $286.2 million, including $3.6 million of higher working capital requirements.

The $3.6 million excluded a favorable foreign currency impact to the components of working capital on the balance sheet.

When comparing the March 31, 2026 balances with those at December 31, 2025, the most significant changes in working capital included increases in trade and other accounts receivable and accounts payable, along with a decrease in accrued expenses.

The increase in trade and other accounts receivable primarily reflects higher sales during the first quarter of 2026 compared to the fourth quarter of 2025, partially offset by a reduction in a short-term income tax receivable.

The increase in accounts payable is primarily the result of increased purchasing during the first three months of 2026 and normal invoice payment timing.

The decrease in accrued expenses is primarily the result of normal payments related to customer rebates, interest payments on our long-term debt, and personnel-related payments.

Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of $647.5 million at March 31, 2026 and $640.4 million at December 31, 2025.

The current ratio was 2.55 at March 31, 2026 and 2.53 at December 31, 2025.

When comparing the June 30, 2026 balances with those at December 31, 2025, the most significant changes in working capital included increases in trade and other accounts receivable, inventories, and accounts payable, along with a decrease in accrued expenses.

The increase in trade and other accounts receivable primarily reflects higher sales during the second quarter of 2026 compared to the fourth quarter of 2025, partially offset by a reduction in a short-term income tax receivable.

The increase in inventories is due mainly to increased sales volume and higher raw material prices resulting from the conflict in the Middle East.

The increase in accounts payable is primarily the result of increased purchasing along with higher raw material costs during the first six months of 2026 and normal invoice payment timing.

The decrease in accrued expenses is primarily the result of normal payments related to customer rebates and personnel-related payments.

Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of $639.6 million at June 30, 2026 and $640.4 million at December 31, 2025.

The current ratio was 2.25 at June 30, 2026 and 2.53 at December 31, 2025.

Cash Flows – Investing Activities

Cash used in investing activities totaled $23.2 million during the first three months of 2026, comprised primarily of capital expenditures.

Cash used in investing activities totaled $50.6 million during the first six months of 2026, comprised primarily of capital expenditures.

We expect that our total capital spending during 2026 will be in the $100 million to $130 million range and will include improvements to our manufacturing and R&D infrastructure around the world.

Included in the expected capital expenditures for 2026 is a capital investment to expand AMPAC's ammonium perchlorate production capabilities in support of growing solid rocket motor demand.

The project of up to $100 million, which began in 2025 and is currently expected to be completed towards the end of 2026, includes the construction of an additional production line, increasing capacity by more than 50%.

The project of up to $100 million, which began in 2025 and is currently expected to come online towards the end of 2026, includes the construction of an additional production line, increasing capacity by more than 50%.

The increased capacity will allow AMPAC to meet the anticipated future demand of U.S.

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Cash Flows – Financing Activities

Cash used in financing activities during the first three months of 2026 amounted to $100.9 million.

These cash flows included repurchases of our common stock of $125.6 million, principal payments of $50.0 million on the 3.78% senior notes, and cash dividends of $28.0 million, which were partially offset by net borrowings of $106.0 million on the revolving credit facility.

Our long-term debt was $939.6 million at March 31, 2026 compared to $883.4 million at December 31, 2025.

Cash used in financing activities during the first six months of 2026 amounted to $215.1 million.

These cash flows included repurchases of our common stock of $126.4 million, cash dividends of $55.6 million, and principal payments of $50.0 million on the 3.78% senior notes, which were partially offset by net borrowings of $21.0 million on the revolving credit facility.

Our long-term debt was $854.8 million at June 30, 2026 compared to $883.4 million at December 31, 2025.

See Note 9 for additional information on the 2.70% senior notes, 3.78% senior notes, and revolving credit facility, including the unused portion of our revolving credit facility.

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The revolving credit facility contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the agreement) of no more than 3.75 to 1.00, except during an Increased Leverage Period (as defined in the agreement) at the end of each quarter.

At March 31, 2026, the Leverage Ratio was 1.36 under the revolving credit facility.

At March 31, 2026, we were in compliance with all covenants under the 3.78% senior notes, 2.70% senior notes, and revolving credit facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt percentage increased from 33.2% at December 31, 2025 to 35.2% at March 31, 2026.

The change resulted from a net increase in outstanding long-term debt along with a decrease in shareholders' equity.

The decrease in shareholders’ equity primarily reflects repurchases of shares of our common stock, dividend payments, and an unfavorable impact from foreign currency translation adjustments, partially offset by our earnings.

At June 30, 2026, the Leverage Ratio was 1.20 under the revolving credit facility.

At June 30, 2026, we were in compliance with all covenants under the 3.78% senior notes, 2.70% senior notes, and revolving credit facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt percentage decreased from 33.2% at December 31, 2025 to 31.7% at June 30, 2026.

The change resulted from a net decrease in outstanding long-term debt along with an increase in shareholders' equity.

The increase in shareholders’ equity primarily reflects our earnings partially offset by repurchases of shares of our common stock, dividend payments, and an unfavorable impact from foreign currency translation adjustments.

Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

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These investments have been, and will continue to be, focused on operational efficiencies, organizational talent, and technology development and processes, as well as global infrastructure, including technical centers, production capabilities and geographic expansion.

We intend to utilize these investments to improve our ability to deliver the solutions that our customers value, expand our global reach, and enhance our operating results.

We intend to utilize these investments to improve our ability to deliver the

solutions that our customers value, expand our global reach, and enhance our operating results.

We will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.

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Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2026, there were no material changes in our market risk from the information provided in the 2025 Annual Report.

At June 30, 2026, there were no material changes in our market risk from the information provided in the 2025 Annual Report.

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 2. Management’s Discussion and Analysis