Form 8-K

8-K — NEWMARKET CORP

Accession: 0001282637-26-000019

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001282637

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — neu-20261028.htm (Primary)

EX-99.1 (neu-20260930exx991earnings.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): October 28, 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 October 28, 2026, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the third quarter ended September 30, 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 October 28, 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: October 28, 2026

NEWMARKET CORPORATION

By: /s/ Timothy K. Fitzgerald

Timothy K. Fitzgerald

Vice President and Chief Financial Officer

EX-99.1

Filename: neu-20260930exx991earnings.htm · Sequence: 2

Document

EXHIBIT 99.1

NewMarket Corporation Reports Third Quarter and First Nine Months 2026 Results

•Third Quarter Net Income of $124 million and Earnings per Share of $13.50

•Nine Months Net Income of $376 million and Earnings per Share of $40.64

•Strong Cash Flow in the first Nine Months to fund stock repurchases, capital expenditures and dividends totaling almost $300 million

Richmond, VA, October 28, 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 third quarter and first nine months of 2026.

Net income for the third quarter of 2026 was $124.1 million, or $13.50 per share, compared to net income of $100.3 million, or $10.67 per share, for the third quarter of 2025. For the first nine months of 2026, net income was $375.9 million, or $40.64 per share, compared to $337.5 million, or $35.78 per share, for the same period in 2025. Higher operating profit and a reduced effective tax rate were the primary drivers behind the rise in net income for both the third quarter and the first nine months of 2026 compared to the respective periods in 2025.

Petroleum additives sales for the third quarter of 2026 were $651.0 million, compared to $649.1 million for the same period in 2025. Petroleum additives operating profit for the third quarter of 2026 was $130.9 million, compared to $131.3 million for the third quarter of 2025. Despite broader market softness in lubricant additives that resulted in an 8% decline in shipments, we successfully implemented surcharges to offset higher costs incurred due to the supply chain disruptions in the Middle East. Our continued focus on operational efficiency helped sustain strong operating profit margins in the quarter.

Petroleum additives sales were $1.9 billion for both the first nine months of 2026 and 2025. Petroleum additives operating profit for the first nine months of 2026 was $415.3 million, compared to $413.2 million in the same period last year. The drivers for the increase in operating profit between these periods were consistent with those affecting the third quarter comparison discussed above. Comparing the first nine months of 2026 to the same period in 2025, shipments fell 6%, driven by the first half effects of our strategic decision to examine and reduce low-margin business and the current quarter market softness.

Specialty materials sales were $62.0 million for the third quarter of 2026, compared to $38.2 million for the third quarter of 2025. The increase in specialty materials sales is driven by a shift in product shipment mix and the inclusion of the Calca Solutions, LLC business that was acquired on October 1, 2025. Specialty materials operating profit was $16.4 million for the third quarter of 2026, compared to operating profit of $6.0 million for the third quarter of 2025. The increase in specialty materials operating profit was driven by a shift in product shipment mix. 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.

Specialty materials sales were $187.3 million for the first nine months of 2026, compared to $133.9 million for the first nine months of 2025. Specialty materials operating profit was $51.2 million for the first nine months of 2026, compared to $39.7 million in the same period last year. The drivers for increases in sales and operating profit between these periods were consistent with those affecting the third quarter comparison discussed above. We continue to be pleased with the performance of our Specialty Materials segment and look forward to the capacity expansion projects for both ammonium perchlorate and high-purity hydrazine being completed by the end of 2026.

Our operations generated solid cash flow during the first nine months of 2026. We funded capital expenditures of $88.5 million, paid dividends of $83.1 million, and repurchased over 200 thousand shares of common stock for $126.4 million, while reducing our Net Debt to EBITDA ratio to 1.0x. The cash flow generated by operations enables us to continue to provide value to our customers and shareholders through reinvestment in our businesses for growth and efficiency, acquisitions, dividends and share repurchases.

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, the surcharges and operational actions implemented earlier this year to address higher raw materials, utility, and logistics costs remain in place, and we continue to evaluate and adjust our approach as market conditions evolve. While the operating environment remains dynamic, we believe these actions 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 nine months of 2026. We will continue to invest in technology to serve our customers, focus on cost control and margin management, and advance our initiatives to strengthen our global manufacturing network to enable more efficient product delivery to our customers in the years ahead.

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 benefit 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, October 29, 2026, to review third 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 337363. To avoid delays, callers should dial in five minutes early. A teleconference replay of the call will be available until Thursday, November 12, 2026 at 3:00 p.m. ET by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode is 54570. 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/2001/54570. 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 or other conflicts, 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)

Third Quarter Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net sales:

Petroleum additives $ 650,950 $ 649,085 $ 1,936,341 $ 1,948,514

Specialty materials 62,009 38,178 187,315 133,936

All other 3,543 3,048 9,657 7,316

Total $ 716,502 $ 690,311 $ 2,133,313 $ 2,089,766

Segment operating profit:

Petroleum additives $ 130,935 $ 131,307 $ 415,304 $ 413,249

Specialty materials 16,387 5,985 51,155 39,719

Segment operating profit 147,322 137,292 466,459 452,968

All other (352) (576) (1,674) (2,228)

Corporate unallocated expense (4,018) (5,692) (14,887) (16,992)

Interest and financing expenses, net (7,984) (8,374) (25,573) (29,809)

Other income (expense), net 16,180 12,959 48,815 43,471

Income before income tax expense $ 151,148 $ 135,609 $ 473,140 $ 447,410

Net income $ 124,106 $ 100,269 $ 375,925 $ 337,462

Earnings per share - basic and diluted $ 13.50 $ 10.67 $ 40.64 $ 35.78

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

Third Quarter Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net sales $ 716,502 $ 690,311 $ 2,133,313 $ 2,089,766

Cost of goods sold 494,138 480,667 1,447,641 1,423,145

Gross profit 222,364 209,644 685,672 666,621

Selling, general, and administrative expenses 48,916 43,944 143,306 132,350

Research, development, and testing expenses 30,504 35,024 92,528 100,574

Operating profit 142,944 130,676 449,838 433,697

Interest and financing expenses, net 7,984 8,374 25,573 29,809

Other income (expense), net 16,188 13,307 48,875 43,522

Income before income tax expense 151,148 135,609 473,140 447,410

Income tax expense 27,042 35,340 97,215 109,948

Net income $ 124,106 $ 100,269 $ 375,925 $ 337,462

Earnings per share - basic and diluted $ 13.50 $ 10.67 $ 40.64 $ 35.78

Cash dividends declared per share $ 3.00 $ 2.75 $ 9.00 $ 8.25

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts, unaudited)

September 30,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 77,317 $ 77,598

Trade and other accounts receivable, less allowance for credit losses 449,886 422,084

Inventories 576,618 502,257

Prepaid expenses and other current assets 55,509 57,773

Total current assets 1,159,330 1,059,712

Property, plant, and equipment, net 813,304 775,480

Intangibles (net of amortization) and goodwill 909,946 941,156

Prepaid pension cost 613,957 586,053

Operating lease right-of-use assets, net 85,769 78,267

Deferred charges and other assets 66,033 51,797

Total assets $ 3,648,339 $ 3,492,465

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 298,136 $ 238,384

Accrued expenses 96,955 109,774

Dividends payable 26,303 23,805

Income taxes payable 19,794 17,190

Operating lease liabilities 17,792 16,205

Other current liabilities 11,914 13,921

Total current liabilities 470,894 419,279

Long-term debt 830,054 883,391

Operating lease liabilities - noncurrent 67,083 62,045

Other noncurrent liabilities 350,224 349,507

Total liabilities 1,718,255 1,714,222

Shareholders' equity:

Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,196,910 at September 30, 2026 and 9,397,364 at December 31, 2025)

2,002 2,386

Accumulated other comprehensive income 91,906 106,823

Retained earnings 1,836,176 1,669,034

Total shareholders' equity 1,930,084 1,778,243

Total liabilities and shareholders' equity $ 3,648,339 $ 3,492,465

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)

Nine Months Ended September 30,

2026 2025

Net income $ 375,925 $ 337,462

Depreciation and amortization 94,622 90,371

Cash pension and postretirement contributions (7,379) (7,189)

Working capital changes (76,996) 4,517

Deferred income tax expense (benefit) 5,753 12,198

Capital expenditures (88,477) (49,639)

Cash received from acquisition-related adjustment 1,158 0

Net (repayments) borrowings under revolving credit facility (4,000) 11,000

Payment on term loan 0 (150,000)

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

Dividends paid (83,142) (77,739)

Repurchases of common stock (126,427) (77,218)

All other (41,318) (18,784)

(Decrease) increase in cash and cash equivalents $ (281) $ 24,979

NEWMARKET CORPORATION AND SUBSIDIARIES

NON-GAAP FINANCIAL INFORMATION

(In thousands, unaudited)

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

Third Quarter Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net Income $ 124,106 $ 100,269 $ 375,925 $ 337,462

Add:

Interest and financing expenses, net 7,984 8,374 25,573 29,809

Income tax expense 27,042 35,340 97,215 109,948

Depreciation and amortization 30,830 32,716 93,628 89,217

EBITDA $ 189,962 $ 176,699 $ 592,341 $ 566,436

Net Debt and Net Debt to EBITDA

September 30,

2026 December 31,

2025

Long-term debt $ 830,054 $ 883,391

Less: Cash and cash equivalents 77,317 77,598

Net Debt $ 752,737 $ 805,793

Rolling Four Quarters Ended

September 30,

2026 December 31,

2025

Net Income 457,210 $ 418,747

Add:

Interest and financing expenses, net 35,457 39,693

Income tax expense 129,082 141,815

Depreciation and amortization 125,281 120,870

EBITDA-Rolling Four Quarters $ 747,030 $ 721,125

Net Debt to EBITDA 1.0 1.1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration