Newmarket Corp 10-Q for FY2026 Q1
Newmarket Corp (NEU)
10-Q
2026-04-23
For: 2026-03-31
View Original
Added on
April 23, 2026
About this 10-Q
Newmarket Corp filed this 10-Q on April 23, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $669.72M
- down 4.5% from $700.95M a year earlier
- Net income
- $118.07M
- down 6.3% from net income of $125.95M a year earlier
- Diluted EPS
- $12.62
- down 4.8% from $13.26 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-32190
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code - (804 ) 788-5000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ¨ | ||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
Number of shares of common stock, with no par value, outstanding as of March 31, 2026: 9,198,019
| Page Number | |||||
3
PART I. FINANCIAL INFORMATION
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 | $ | $ | ||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||
| Research, development, and testing expenses | ||||||||||||||||||||||||||
| Operating profit | ||||||||||||||||||||||||||
| Interest and financing expenses, net | ||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Earnings per share - basic and diluted | $ | $ | ||||||||||||||||||||||||
| Cash dividends declared per share | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| (in thousands) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| 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 $( | ( | ( | ||||||||||||||||||||||||
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ | ||||||||||||||||||||||||||
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( | ( | ( | ||||||||||||||||||||||||
| Total pension plans and other postretirement benefits | ( | ( | ||||||||||||||||||||||||
Foreign currency translation adjustments, net of income tax expense (benefit) of $ | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
5
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 | $ | $ | ||||||||||||
| Trade and other accounts receivable, less allowance for credit losses | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Intangibles (net of amortization) and goodwill | ||||||||||||||
| Prepaid pension cost | ||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||
| Deferred charges and other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Dividends payable | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Operating lease liabilities - noncurrent | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common stock and paid-in capital (with | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
6
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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | ||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Tax withholdings related to stock-based compensation | ( | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | ||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Tax withholdings related to stock-based compensation | ( | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
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 | $ | $ | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | ||||||||||||||
| Adjustments to reconcile net income to cash provided from operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Deferred income tax expense (benefit) | ||||||||||||||
| Working capital changes | ( | ( | ||||||||||||
| Cash pension and postretirement contributions | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided from (used in) operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from previous acquisition | ||||||||||||||
| Cash provided from (used in) investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
Net borrowings under revolving credit facility | ||||||||||||||
Principal payment on | ( | ( | ||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided from (used in) financing activities | ( | ( | ||||||||||||
| Effect of foreign exchange on cash and cash equivalents | ( | |||||||||||||
(Decrease) increase in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
8
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
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
9
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 | $ | |||||||
| Trade and other accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property, plant, and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Accounts payable | ( | |||||||
| Accrued expenses | ( | |||||||
| Other noncurrent liabilities | ( | |||||||
| Fair value of net assets acquired | $ | |||||||
Identified intangible assets acquired consisted of the following (in millions):
| Fair Value | Estimated Useful Lives (in years) | |||||||||||||
| Customer base | $ | |||||||||||||
| Backlog | ||||||||||||||
| Formulas and technology | ||||||||||||||
| Trademarks and trade names | ||||||||||||||
| Total identified intangible assets | $ | |||||||||||||
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
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 | $ | $ | ||||||||||||||||||||||||
| Europe, Middle East, Africa, India | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Other foreign | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
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 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
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 | $ | $ | ||||||||||||||||||||||||
| Fuel additives | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Specialty materials | ||||||||||||||||||||||||||
| All other | ||||||||||||||||||||||||||
| Total net sales | $ | $ | ||||||||||||||||||||||||
| Segment operating profit | ||||||||||||||||||||||||||
| Petroleum additives | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Cost of goods sold | ( | ( | ||||||||||||||||||||||||
| Research, development, and testing expenses | ( | ( | ||||||||||||||||||||||||
| Other segment items | ( | ( | ||||||||||||||||||||||||
| Petroleum additives segment operating profit | ||||||||||||||||||||||||||
| Specialty materials | ||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
| Other segment items | ( | ( | ||||||||||||||||||||||||
| Specialty materials segment operating profit | ||||||||||||||||||||||||||
| Total segment operating profit | ||||||||||||||||||||||||||
| All other | ( | ( | ||||||||||||||||||||||||
| Corporate, general, and administrative expenses | ( | ( | ||||||||||||||||||||||||
| Interest and financing expenses, net | ( | ( | ||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||
| Income before income tax expense | $ | $ | ||||||||||||||||||||||||
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
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 | $ | $ | ||||||||||||||||||||||||
| Specialty materials | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total additions to long-lived assets | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Petroleum additives | $ | $ | ||||||||||||||||||||||||
| Specialty materials | ||||||||||||||||||||||||||
| All other | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | ||||||||||||||||||||||||
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 | $ | $ | ||||||||||||
| Postretirement benefits | ||||||||||||||
| Foreign plans | ||||||||||||||
| Pension benefits | ||||||||||||||
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
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | ||||||||||||||||||||||||
| Amortization of actuarial net (gain) loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Foreign | ||||||||||||||||||||||||||
| Pension Benefits | ||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
| Service cost | $ | $ | ||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of prior service cost (credit) | ||||||||||||||||||||||||||
| Amortization of actuarial net (gain) loss | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | ||||||||||||||||||||||
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 | $ | $ | ||||||||||||||||||||||||
| Earnings allocated to participating securities | ( | ( | ||||||||||||||||||||||||
| Net income attributable to common shareholders after allocation of earnings to participating securities | $ | $ | ||||||||||||||||||||||||
| Earnings per share denominator: | ||||||||||||||||||||||||||
| Weighted-average number of shares of common stock outstanding - basic and diluted | ||||||||||||||||||||||||||
| Earnings per share - basic and diluted | $ | $ | ||||||||||||||||||||||||
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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 | $ | $ | ||||||||||||
| Raw materials | ||||||||||||||
| Stores, supplies, and other | ||||||||||||||
| $ | $ | |||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Formulas and technology | ||||||||||||||||||||||||||
| Trademarks and trade names | ||||||||||||||||||||||||||
Backlog | ||||||||||||||||||||||||||
| Water rights | ||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
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
Amortization expense was (in thousands):
| Three months ended March 31, 2026 | $ | ||||
| Three months ended March 31, 2025 | |||||
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 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
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.
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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 - | $ | $ | ||||||||||||
| Revolving credit facility | ||||||||||||||
Senior notes - | ||||||||||||||
| $ | $ | |||||||||||||
Senior Notes - The 2.70 400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended.
The 3.78 50 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 $4 502 million at March 31, 2026 and $608 million at 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 .
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 9 9 million at March 31, 2026 and $11 million at December 31, 2025.
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NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Leases
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 | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss (a) | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss (a) | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | $ | ||||||||||||||||||||||||||||
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 78
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 | $ | $ | $ | $ | ||||||||||||||||||||||
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
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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.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discusses NewMarket's results of operations, general financial condition, and liquidity. The MD&A should be read in conjunction with Item 1, "Business" of our 2025 Annual Report and the Consolidated Financial Statements in Item 1, "Financial Statements" of this Form 10-Q. Specific Note references within this Item are to the Notes to the Condensed Consolidated Financial Statements included in Item 1, "Financial Statements" of this Form 10-Q.
Forward-Looking Statements
This report contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “expects,” “should,” “could,” “may,” “will,” and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives or specialty materials markets, other trends in these markets, our ability to maintain or increase our market share, our future capital expenditure levels, and our future financial results.
We believe our forward-looking statements are based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control.
Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industries; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the loss of significant customers; termination or changes to contracts with contractors and subcontractors of the U.S. government or directly with the U.S. government; failure to attract and retain a highly-qualified workforce; 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; risks related to operating outside of the United States, including tariffs and trade policy; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from acquisitions, or our inability to successfully integrate acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the SEC, including the risk factors in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report, which is available to shareholders at www.newmarket.com.
You should keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, any forward-looking statement made in this report or elsewhere, might not occur.
Overview
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.
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. These impacts could include supply chain disruptions, customer demand fluctuations, and higher costs. Investing in technology to meet customer needs, enhancing our operational efficiency, and improving our portfolio profitability will remain priorities.
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Despite the challenging global environment, our financial position remains strong. We have sufficient access to capital, if needed, and do not anticipate any issues with meeting the covenants for all our debt agreements for the foreseeable future.
Our business typically generates significant amounts of cash beyond its operational needs. We continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure.
Results of Operations
Net Sales
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. 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, | ||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||||||
| Petroleum additives | ||||||||||||||||||||||||||
| Lubricant additives | $ | 521.2 | $ | 559.2 | ||||||||||||||||||||||
| Fuel additives | 88.6 | 86.3 | ||||||||||||||||||||||||
| Total | 609.8 | 645.5 | ||||||||||||||||||||||||
| Specialty materials | 58.1 | 53.7 | ||||||||||||||||||||||||
| All other | 1.8 | 1.7 | ||||||||||||||||||||||||
| Net sales | $ | 669.7 | $ | 700.9 | ||||||||||||||||||||||
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. Decreases in North America of 10.7% and Asia Pacific of 9.4% were partially offset by increases in EMEAI of 1.7% and Latin America of 0.7%.
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 | ||||||||||||
| Lubricant additives shipments | (38.9) | |||||||||||||
| Fuel additives shipments | 3.1 | |||||||||||||
| Selling prices, including product mix | (9.9) | |||||||||||||
| Foreign currency impact, net | 10.0 | |||||||||||||
| 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
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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.
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.
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.
All Other
“All other” includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.
Segment Operating Profit
NewMarket evaluates the performance of the petroleum additives and specialty materials businesses based on segment operating profit. NewMarket Services Corporation expenses are charged to NewMarket and each subsidiary pursuant to services agreements between the companies. 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, | ||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||||||
| Petroleum additives | $ | 135.0 | $ | 142.1 | ||||||||||||||||||||||
| Specialty materials | $ | 12.4 | $ | 23.2 | ||||||||||||||||||||||
| All other | $ | (1.1) | $ | (0.5) | ||||||||||||||||||||||
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.
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, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Cost of goods sold as a percentage of net sales | 67.1 | % | 67.8 | % | ||||||||||||||||||||||
| Operating profit margin | 22.1 | % | 22.0 | % | ||||||||||||||||||||||
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. 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
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2026 and 5.0% for the first three 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. 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. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products.
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 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.
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. 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.
The One Big Beautiful Bill Act (OBBBA) was enacted in the United States on July 4, 2025. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions, including permanently restoring 100% bonus depreciation for qualifying property and reinstating the ability for entities to immediately expense domestic research and development expenditures.
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. These impacts were not material to our consolidated financial statements. We are continuing to assess the impact of the provisions of the OBBBA that are effective in the future.
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. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences from future distributions of foreign earnings.
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A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, R&D expenses, capital expenditures, and other cash needs of our foreign subsidiaries.
We expect that cash from operations, together with borrowing available under our revolving credit facility, will continue to be sufficient to cover our operating needs including planned short-term and long-term capital expenditures.
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. The $19.6 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.
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. We expect that our total capital spending during 2026 will be in the $100 million to $150 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 increased capacity will allow AMPAC to meet the anticipated future demand of U.S. military and space launch programs, while also addressing the needs of U.S. allies in these critical areas.
We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our revolving credit facility.
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.
Debt
Our long-term debt was $939.6 million at March 31, 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.
Our senior notes and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit arrangements of this nature. The covenants under the 3.78% senior notes include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility.
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.
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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. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.
Critical Accounting Policies and Estimates
This Form 10-Q and our 2025 Annual Report include discussions of our accounting policies, as well as methods and estimates used in the preparation of our financial statements. We also provided a discussion of Critical Accounting Policies and Estimates in our 2025 Annual Report.
There have been no significant changes in our critical accounting policies and estimates from those reported in our 2025 Annual Report.
Recent Accounting Pronouncements
For a full discussion of the more significant recently issued accounting standards, see Note 13.
Outlook
Our goal is to provide a 10% compounded return per year for our shareholders over any ten-year period (defined as earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all of our stakeholders over the long term.
We expect our petroleum additives segment will continue to experience impacts to its operating performance during 2026 due to market softness and the uncertain macroeconomic environment in which we operate. Nonetheless, we anticipate solid results from this segment in 2026. We will continue to invest in technology to serve our customers, focus on cost control and margin management, and advance our initiatives to build a global manufacturing network that will enable more efficient product delivery to our customers in the years ahead.
Over the past several years we have made significant investments in our petroleum additives business as the industry fundamentals remain positive. 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 will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.
In addition to the ongoing investments we make in our petroleum additives business, we have committed approximately $1 billion to our specialty materials business since 2024, including the acquisitions of AMPAC and Calca, as well as investments expanding capacity at both operations. We continue to focus on the integration of these companies into our business, and we anticipate solid results from both companies. We may experience substantial variation in quarterly results for this resilient, high-technology specialty materials segment due to the nature of the business, including any impact from shutdowns of the U.S. government.
Our business typically generates significant amounts of cash beyond its operational needs. We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers.
While our most recent acquisitions of AMPAC and Calca were outside of our core petroleum additives business, we believe both presented an excellent opportunity to provide long-term value for our shareholders. Nonetheless, our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that the petroleum additives industry will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.
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ITEM 3. 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.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Under Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, which occurred during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
There have been no material changes to our legal proceedings as disclosed in "Legal Proceedings" in Item 3 of Part I of the 2025 Annual Report.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On December 12, 2024, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock beginning January 1, 2025 and until December 31, 2027, as market conditions warrant and covenants under our existing debt agreements permit. We may conduct the share repurchases in the open market, in privately negotiated transactions, through block trades, or pursuant to trading plans intended to comply with Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934. The repurchase program does not require us to acquire any specific number of shares and may be terminated or suspended at any time.
The following table outlines the purchases during the first quarter of 2026 under the authorization.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 to January 31 | 0 | $ | 0.00 | 0 | $ | 428,206,333 | ||||||||||||||||||||
| February 1 to February 28 | 44,134 | 618.35 | 44,134 | 400,915,966 | ||||||||||||||||||||||
| March 1 to March 31 | 159,409 | 616.50 | 159,409 | 302,640,274 | ||||||||||||||||||||||
| Total | 203,543 | $ | 616.90 | 203,543 | $ | 302,640,274 | ||||||||||||||||||||
ITEM 5. Other Information
During the quarter ended March 31, 2026, no
ITEM 6. Exhibits
| Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012) | |||||
| NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015) | |||||
| Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald | |||||
| Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald | |||||
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald | |||||
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald | |||||
| Exhibit 101 | Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document) | ||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NEWMARKET CORPORATION | |||||
| (Registrant) | |||||
| Date: April 23, 2026 | By: /s/ Timothy K. Fitzgerald | ||||
| Timothy K. Fitzgerald | |||||
| Vice President and | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: April 23, 2026 | By: /s/ Susan M. Ridlehoover | ||||
| Susan M. Ridlehoover | |||||
| Controller | |||||
| (Principal Accounting Officer) | |||||
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Exhibit 31(a)
CERTIFICATION
I, Thomas E. Gottwald, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of NewMarket Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: April 23, 2026 | ||||||||
| By: | /s/ Thomas E. Gottwald | |||||||
| Thomas E. Gottwald | ||||||||
| Chairman of the Board, President, and Chief Executive Officer | ||||||||
Exhibit 31(b)
CERTIFICATION
I, Timothy K. Fitzgerald, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of NewMarket Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: April 23, 2026 | ||||||||
| By: | /s/ Timothy K. Fitzgerald | |||||||
| Timothy K. Fitzgerald | ||||||||
| Vice President and Chief Financial Officer | ||||||||
Exhibit 32(a)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NewMarket Corporation (the “Company”) for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Gottwald, chief executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Thomas E. Gottwald | ||||
| Thomas E. Gottwald | |||||
| Chairman of the Board, President, and Chief Executive Officer | |||||
| Date: April 23, 2026 | |||||
Exhibit 32(b)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NewMarket Corporation (the “Company”) for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy K. Fitzgerald, chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Timothy K. Fitzgerald | ||||
| Timothy K. Fitzgerald | |||||
| Vice President and Chief Financial Officer | |||||
| Date: April 23, 2026 | |||||