neu-20260331

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


☐			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

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


Virginia		20-0812170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 South Fourth Street		23219-4350
Richmond,	Virginia
(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
Common Stock, with no par value	NEU	New York Stock Exchange

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.

Large accelerated filer

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. ¨


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - Three Months Ended March 31, 2026 and March 31, 2025			4
Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2026 and March 31, 2025			5
Condensed Consolidated Balance Sheets - March 31, 2026 and December 31, 2025			6
Consolidated Statements of Shareholders' Equity - Three Months Ended March 31, 2026 and March 31, 2025			7
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and March 31, 2025			8
Notes to Condensed Consolidated Financial Statements			9
Financial Statement Presentation			9
Acquisition of Business			9
Net Sales			10
Segment Information			11
Pension Plans and Other Postretirement Benefits			13
Earnings Per Share			14
Inventories			15
Intangibles (Net of Amortization) and Goodwill			15
Long-term Debt			16
Commitments and Contingencies			16
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			17
Fair Value Measurements			17
Recent Accounting Pronouncements			17
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			25
ITEM 4. Controls and Procedures			25
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			26
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
ITEM 5. Other Information			26
ITEM 6. Exhibits			26
SIGNATURES			27


(in thousands, except per-share amounts)	Three Months Ended March 31,
		2026		2025
Net sales		$	669,717	$	700,946
Cost of goods sold		448,838		464,923
Gross profit		220,879		236,023
Selling, general, and administrative expenses		46,014		42,978
Research, development, and testing expenses		31,636		33,176
Operating profit		143,229		159,869
Interest and financing expenses, net		8,771		10,700

Other income (expense), net		17,196		14,944
Income before income tax expense		151,654		164,113
Income tax expense		33,587		38,164
Net income		$	118,067	$	125,949
Earnings per share - basic and diluted		$	12.62	$	13.26
Cash dividends declared per share		$	3.00	$	2.75


(in thousands)	Three Months Ended March 31,
		2026		2025
Net income		$	118,067	$	125,949
Other comprehensive income (loss):
Pension plans and other postretirement benefits:

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(175) for the three months 2026 and $(177) for the three months 2025		(497)		(500)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $103 for the three months 2026 and $0 for the three months 2025		242		0
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(402) for the three months 2026 and $(341) for the three months 2025		(1,170)		(989)
Total pension plans and other postretirement benefits		(1,425)		(1,489)




Foreign currency translation adjustments, net of income tax expense (benefit) of $304 for the three months 2026 and $496 for the three months 2025		(6,907)		12,515




Other comprehensive income (loss)		(8,332)		11,026
Comprehensive income		$	109,735	$	136,975


(in thousands, except share amounts)	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	73,158	$	77,598

Trade and other accounts receivable, less allowance for credit losses	438,438		422,084
Inventories	494,957		502,257
Prepaid expenses and other current assets	58,217		57,773
Total current assets	1,064,770		1,059,712
Property, plant, and equipment, net	780,618		775,480
Intangibles (net of amortization) and goodwill	932,415		941,156
Prepaid pension cost	594,107		586,053
Operating lease right-of-use assets, net	80,480		78,267

Deferred charges and other assets	51,918		51,797
Total assets	$	3,504,308	$	3,492,465
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	258,710	$	238,384
Accrued expenses	94,821		109,774
Dividends payable	24,679		23,805
Income taxes payable	18,426		17,190
Operating lease liabilities	16,141		16,205

Other current liabilities	4,478		13,921
Total current liabilities	417,255		419,279
Long-term debt	939,612		883,391
Operating lease liabilities - noncurrent	64,054		62,045
Other noncurrent liabilities	350,837		349,507
Total liabilities	1,771,758		1,714,222
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 9,198,019 at March 31, 2026 and 9,397,364 at December 31, 2025)	0		2,386
Accumulated other comprehensive income	98,491		106,823
Retained earnings	1,634,059		1,669,034
Total shareholders’ equity	1,732,550		1,778,243
Total liabilities and shareholders’ equity	$	3,504,308	$	3,492,465


(in thousands, except share and per-share amounts)	Common Stock and Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount


















Balance at December 31, 2024	9,524,789	$	0	$	32,870	$	1,428,713	$	1,461,583
Net income						125,949		125,949
Other comprehensive income (loss)				11,026				11,026
Cash dividends ($2.75 per share)						(26,057)		(26,057)
Repurchases of common stock	(96,846)	(488)				(52,003)		(52,491)

Tax withholdings related to stock-based compensation	(1,846)	0				(1,002)		(1,002)
Stock-based compensation	8,409	488				0		488
Balance at March 31, 2025	9,434,506	$	0	$	43,896	$	1,475,600	$	1,519,496

Balance at December 31, 2025	9,397,364	$	2,386	$	106,823	$	1,669,034	$	1,778,243
Net income						118,067		118,067
Other comprehensive income (loss)				(8,332)				(8,332)
Cash dividends ($3.00 per share)						(27,962)		(27,962)
Repurchases of common stock	(203,543)	(1,719)				(125,081)		(126,800)

Tax withholdings related to stock-based compensation	(2,091)	(1,325)				0		(1,325)
Stock-based compensation	6,289	658				1		659
Balance at March 31, 2026	9,198,019	$	0	$	98,491	$	1,634,059	$	1,732,550


Cash and cash equivalents	$	6
Trade and other accounts receivable, net	4
Inventories	5
Prepaid expenses and other current assets	2
Property, plant, and equipment, net	22
Goodwill	48
Intangible assets	171
Accounts payable	(5)
Accrued expenses	(3)
Other noncurrent liabilities	(32)
Fair value of net assets acquired	$	218


	Fair Value		Estimated Useful Lives (in years)
Customer base	$	119	9 to 20
Backlog	20		5
Formulas and technology	31		9 to 20
Trademarks and trade names	1		5
Total identified intangible assets	$	171


(in thousands)	Actual Cash Contributions for Three Months Ended March 31, 2026		Expected Remaining Cash Contributions for Year Ending December 31, 2026
Domestic plans
Pension benefits	$	836	$	2,509
Postretirement benefits	397		1,191
Foreign plans
Pension benefits	1,256		4,153


	Domestic
	Pension Benefits				Postretirement Benefits
	Three Months Ended March 31,
(in thousands)	2026		2025		2026		2025
Service cost	$	2,973	$	2,857	$	137	$	139
Interest cost	6,369		6,200		403		414
Expected return on plan assets	(16,178)		(15,114)		(197)		(199)
Amortization of prior service cost (credit)	47		45		(757)		(757)
Amortization of actuarial net (gain) loss	(1,093)		(1,012)		(76)		(70)
Net periodic benefit cost (income)	$	(7,882)	$	(7,024)	$	(490)	$	(473)


		Foreign
		Pension Benefits
	Three Months Ended March 31,
(in thousands)		2026		2025
Service cost		$	881	$	807
Interest cost		1,788		1,631
Expected return on plan assets		(4,641)		(3,877)
Amortization of prior service cost (credit)		38		35
Amortization of actuarial net (gain) loss		(406)		(247)
Net periodic benefit cost (income)		$	(2,340)	$	(1,651)


(in thousands)	Three Months Ended March 31,
	2026		2025
Cash and cash equivalents at beginning of year	$	77,598	$	77,476
Cash flows from operating activities:
Net income	118,067		125,949
Adjustments to reconcile net income to cash provided from operating activities:
Depreciation and amortization	31,662		28,778
Deferred income tax expense (benefit)	4,917		505


Working capital changes	(19,610)		(26,590)

Cash pension and postretirement contributions	(2,489)		(2,374)
Other, net	(8,514)		(5,955)
Cash provided from (used in) operating activities	124,033		120,313
Cash flows from investing activities:
Capital expenditures	(24,357)		(13,016)
Proceeds from previous acquisition	1,131		0



Cash provided from (used in) investing activities	(23,226)		(13,016)
Cash flows from financing activities:
Net borrowings under revolving credit facility	106,000		69,000

Principal payment on 3.78% senior notes	(50,000)		(50,000)
Repurchases of common stock	(125,566)		(57,064)
Dividends paid	(27,962)		(26,057)

Other, net	(3,323)		(4,345)
Cash provided from (used in) financing activities	(100,851)		(68,466)
Effect of foreign exchange on cash and cash equivalents	(4,396)		1,946
(Decrease) increase in cash and cash equivalents	(4,440)		40,777
Cash and cash equivalents at end of period	$	73,158	$	118,253


	Three Months Ended March 31,
(in thousands)		2026		2025
Net sales
United States		$	257,372	$	270,876
Europe, Middle East, Africa, India		202,618		201,676
Asia Pacific		133,205		147,436
Other foreign		76,522		80,958
Net sales		$	669,717	$	700,946


	Three Months Ended March 31,
(in thousands)		2026		2025
Net sales
Petroleum additives
Lubricant additives		$	521,169	$	559,178
Fuel additives		88,649		86,376
Total		609,818		645,554
Specialty materials		58,141		53,721
All other		1,758		1,671
Total net sales		$	669,717	$	700,946

Segment operating profit
Petroleum additives
Net sales		$	609,818	$	645,554
Cost of goods sold		(409,438)		(437,746)
Research, development, and testing expenses		(31,636)		(33,176)
Other segment items		(33,745)		(32,525)
Petroleum additives segment operating profit		134,999		142,107

Specialty materials
Net sales		58,141		53,721
Other segment items		(45,719)		(30,534)
Specialty materials segment operating profit		12,422		23,187

Total segment operating profit		147,421		165,294

All other		(1,110)		(481)
Corporate, general, and administrative expenses		(3,053)		(4,886)
Interest and financing expenses, net		(8,771)		(10,700)
Other income (expense), net		17,167		14,886
Income before income tax expense		$	151,654	$	164,113


	Three Months Ended March 31,
(in thousands)		2026		2025
Additions to long-lived assets
Petroleum additives		$	16,272	$	20,274
Specialty materials		14,499		888

Corporate		824		1,092
Total additions to long-lived assets		$	31,595	$	22,254
Depreciation and amortization
Petroleum additives		$	18,575	$	18,979
Specialty materials		12,162		8,858
All other		22		12
Corporate		903		929
Total depreciation and amortization		$	31,662	$	28,778


	March 31, 2026				December 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Customer bases	$	399,920	$	42,790	$	403,310	$	37,626
Formulas and technology	90,820		17,393		90,820		14,745
Trademarks and trade names	31,020		4,527		31,020		3,976
Backlog	19,870		1,987		19,870		1,036
Water rights	29,392				29,392
Goodwill	428,090				424,127
	$	999,112	$	66,697	$	998,539	$	57,383





Three months ended March 31, 2026	$	9,314

Three months ended March 31, 2025	6,351


2026	$	27,943
2027	37,256
2028	37,207
2029	37,066
2030	35,979
2031	32,888


(in thousands)	Pension Plans and Other Postretirement Benefits		Foreign Currency Translation Adjustments		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2024	$	151,958	$	(119,088)	$	32,870
Other comprehensive income (loss) before reclassifications	0		12,515		12,515
Amounts reclassified from accumulated other comprehensive loss (a)	(1,489)		0		(1,489)
Other comprehensive income (loss)	(1,489)		12,515		11,026
Balance at March 31, 2025	$	150,469	$	(106,573)	$	43,896

Balance at December 31, 2025	$	182,544	$	(75,721)	$	106,823
Other comprehensive income (loss) before reclassifications	0		(6,907)		(6,907)
Amounts reclassified from accumulated other comprehensive loss (a)	(1,425)		0		(1,425)
Other comprehensive income (loss)	(1,425)		(6,907)		(8,332)
Balance at March 31, 2026	$	181,119	$	(82,628)	$	98,491


	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


(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


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


Exhibit 3.1			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)
Exhibit 3.2			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)
Exhibit 31(a)			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
Exhibit 31(b)			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
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 by Thomas E. Gottwald
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 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)


			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)

SEC Form 10-Q filed by NewMarket Corp