Form 8-K

8-K — NEWMARKET CORP

Accession: 0001282637-26-000008

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001282637

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — neu-20260422.htm (Primary)

EX-99.1 (neu-20260331exx991earnings.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

Virginia 1-32190 20-0812170

(State or other jurisdiction of

incorporation or organization) (Commission File Number) (IRS Employer

Identification No.)

330 South Fourth Street

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 788-5000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On April 22, 2026, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the first quarter ended March 31, 2026. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1

Press release regarding earnings issued by the Company on April 22, 2026.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Date: April 22, 2026

NEWMARKET CORPORATION

By: /s/ Timothy K. Fitzgerald

Timothy K. Fitzgerald

Vice President and Chief Financial Officer

EX-99.1

Filename: neu-20260331exx991earnings.htm · Sequence: 2

Document

EXHIBIT 99.1

NewMarket Corporation Reports First Quarter 2026 Results

•Net Income of $118 million and Earnings per Share of $12.62

•Segment Operating Profit of $147 million

•Stock repurchases of $126 million

Richmond, VA, April 22, 2026 – NewMarket Corporation (NYSE:NEU) Chairman and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the first quarter of 2026.

Net income for the first quarter of 2026 was $118.1 million, or $12.62 per share, compared to net income of $125.9 million, or $13.26 per share, for the first quarter of 2025.

Petroleum additives sales for the first quarter of 2026 were $609.8 million, compared to $645.6 million for the same period in 2025. Petroleum additives operating profit for the first quarter of 2026 was $135.0 million, compared to $142.1 million for the first quarter of 2025. The decrease in petroleum additives operating profit was primarily driven by a 7% decline in shipments between quarterly periods due to softness in the market and our strategic decision to examine and reduce low-margin business. The decline in shipments was mainly driven by lower lubricant additives shipments partially offset by an increase in fuel additives shipments. Despite the lower shipments, our operating profit margin for the first quarter of 2026 remained strong as a result of our continued focus on operational efficiency.

Specialty materials sales were $58.1 million for the first quarter of 2026, compared to $53.7 million for the first quarter of 2025. The increase in specialty materials sales is driven by the inclusion of the Calca Solutions, LLC (Calca) business that was acquired on October 1, 2025, partially offset by a shift in product shipment mix at American Pacific Corporation (AMPAC). Specialty materials operating profit was $12.4 million for the first quarter of 2026, compared to operating profit of $23.2 million for the first quarter of 2025. The decrease in specialty materials operating profit was primarily driven by a shift in quarterly product shipment mix at AMPAC. As previously stated, we expect variation in quarterly results for the specialty materials segment on an ongoing basis due to the nature of its business.

Our operations generated solid cash flows during the first quarter of 2026. We paid dividends of $28.0 million, repurchased over 200 thousand shares of common stock for $125.6 million, and funded capital expenditures of $24.4 million. The cash flows generated by operations enable us to continue to provide value to our shareholders through reinvestment in our businesses for growth and efficiency, acquisitions, share repurchases, and dividends.

We continue to monitor the impact of the conflict in the Middle East, the uncertain macroeconomic environment, and the changes in international trade relations and tariffs. Within petroleum additives, our team has acted rapidly to adjust prices to compensate for the expected escalation of costs for raw materials, utilities and logistics. We have also rebalanced our global production to assist in mitigating regional disruption for our customers, as the environment is dynamically evolving. We believe that these actions, together with positive shipment trends observed at the end of the first quarter of 2026, position us well to continue delivering solid results.

We are pleased with the performance of both our petroleum additives and specialty materials segments during the first quarter of 2026 and we anticipate continued solid results. 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. We are also excited about expanding production in the specialty materials segment to provide more capacity and a stronger supply chain for our customers, and we expect to see that capacity come online towards the end of 2026.

Our dedicated team makes decisions to promote long-term value for our shareholders and customers, and remains focused on our long-term objectives. 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 our stakeholders.

Sincerely,

Thomas E. Gottwald

The petroleum additives segment consists of the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and Europe/Middle East/Africa/India (Europe or EMEAI) regions. The specialty materials segment operates primarily in North America.

The Company has disclosed the non-GAAP financial measures EBITDA, Net Debt, and Net Debt to EBITDA, as well as the related calculations in the schedules included with this earnings release. EBITDA is defined as income from continuing operations before the deduction of interest and financing expenses, net, income taxes, depreciation (on property, plant, and equipment) and amortization (on intangible assets and lease right-of-use assets). Net Debt is defined as long-term debt, including current maturities, less cash and cash equivalents. Net Debt to EBITDA is defined as Net Debt divided by EBITDA for the rolling four quarters ended as of the specified date. The Company believes that even though these items are not required by or presented in accordance with United States generally accepted accounting principles (GAAP), these additional measures enhance understanding of the Company’s performance and period to period comparability. The Company believes that these items should not be considered an alternative to our results determined under GAAP.

As a reminder, a conference call and webcast is scheduled for 3:00 p.m. ET on Thursday, April 23, 2026, to review first quarter 2026 financial results. You can access the conference call live by dialing 1-888-506-0062 (domestic) or 1-973-528-0011 (international) and requesting the NewMarket conference call or using the participant access code 293886. To avoid delays, callers should dial in five minutes early. A teleconference replay of the call will be available until Thursday, May 7, 2026 at 3:00 p.m. ET by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode is 53812. The call will also be broadcast via the internet and can be accessed through the Company's website at www.NewMarket.com or https://www.webcaster5.com/Webcast/Page/2001/53812. A webcast replay will be available for 30 days.

NewMarket Corporation is a holding company operating through its subsidiaries, Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC), and Calca Solutions, LLC (Calca). The Afton and Ethyl companies develop, manufacture, blend, and deliver chemical additives that enhance the performance of petroleum products. AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries. Calca is the nation’s leading producer of Ultra Pure and high-purity hydrazine – essential, mission-critical propellants that enable advanced aerospace and defense applications. The NewMarket family of companies has a long-term commitment to its people, to safety, to providing innovative solutions for its customers, and to making the world a better place.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

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 Securities and Exchange Commission, including the risk factors in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, which is available to shareholders at www.newmarket.com.

Any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. 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, the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:

Timothy K. Fitzgerald

Investor Relations

Phone: 804.788.5555

Email: investorrelations@newmarket.com

NEWMARKET CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION

(In thousands, except per-share amounts, unaudited)

Three Months Ended March 31,

2026 2025

Net sales:

Petroleum additives $ 609,818 $ 645,554

Specialty materials 58,141 53,721

All other 1,758 1,671

Total $ 669,717 $ 700,946

Segment operating profit:

Petroleum additives $ 134,999 $ 142,107

Specialty materials 12,422 23,187

Segment operating profit 147,421 165,294

All other (1,110) (481)

Corporate unallocated expense (3,053) (4,886)

Interest and financing expenses (8,771) (10,700)

Other income (expense), net 17,167 14,886

Income before income tax expense $ 151,654 $ 164,113

Net income $ 118,067 $ 125,949

Earnings per share - basic and diluted $ 12.62 $ 13.26

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per-share amounts, unaudited)

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

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts, unaudited)

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

Shareholders' equity:

Common stock and paid-in capital (with no par value; 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

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)

Three Months Ended March 31,

2026 2025

Net income $ 118,067 $ 125,949

Depreciation and amortization 31,662 28,778

Cash pension and postretirement contributions (2,489) (2,374)

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

Deferred income tax expense (benefit) 4,917 505

Capital expenditures (24,357) (13,016)

Proceeds from previous acquisition 1,131 0

Net borrowings under revolving credit facility 106,000 69,000

Principal payment on 3.78% senior note (50,000) (50,000)

Dividends paid (27,962) (26,057)

Repurchases of common stock (125,566) (57,064)

All other (16,233) (8,354)

(Decrease) increase in cash and cash equivalents $ (4,440) $ 40,777

NEWMARKET CORPORATION AND SUBSIDIARIES

NON-GAAP FINANCIAL INFORMATION

(In thousands, unaudited)

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)

Three Months Ended March 31,

2026 2025

Net Income $ 118,067 $ 125,949

Add:

Interest and financing expenses, net 8,771 10,700

Income tax expense 33,587 38,164

Depreciation and amortization 31,330 28,394

EBITDA $ 191,755 $ 203,207

Net Debt and Net Debt to EBITDA

March 31,

2026 December 31,

2025

Long-term debt $ 939,612 $ 883,391

Less: Cash and cash equivalents 73,158 77,598

Net Debt $ 866,454 $ 805,793

Rolling Four Quarters Ended

March 31,

2026 December 31,

2025

Net Income 410,865 $ 418,747

Add:

Interest and financing expenses, net 37,764 39,693

Income tax expense 137,238 141,815

Depreciation and amortization 123,806 120,870

EBITDA-Rolling Four Quarters $ 709,673 $ 721,125

Net Debt to EBITDA 1.2 1.1

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