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

December 515, 2024

Date of Report (Date of earliest event reported)

QUAKER CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-12019

Pennsylvania	23-0993790
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

901 E. Hector Street

Conshohocken, Pennsylvania 19428

(Address of principal executive offices)

(Zip Code)

(610) 832-4000

(Registrant’s telephone number, including area code)

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, $1 par value		KWR		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As previously~~On ~~reported~~December 15, ~~Andrew~~2024, E.the Compensation ~~Tometich~~and ~~has~~Human ~~departed~~Resources Committee of the Board of Directors of Quaker Chemical Corporation (the “Company”) ~~and~~granted special islong-term noincentive ~~longer~~equity ~~serving as~~compensation awards (the ~~Company’s~~“Awards”) ~~Chief~~in the form of restricted stock units (“RSUs”) to (i) Tom Coler, Executive Vice President, Chief Financial Officer, consisting of a target number of 5,565 RSUs and (ii) Jeewat Bijlani, Executive Vice President, orChief asStrategy aOfficer, ~~member~~consisting of ~~the~~a ~~Board,~~target ~~effective~~number ~~November~~of 184,255 ~~2024~~RSUs. ~~Mr.~~The ~~Tometich’s departure~~RSUs ~~was~~were ~~not~~made ~~related~~pursuant to ~~any~~a ~~disagreement~~new ~~between~~form of ~~him~~Restricted ~~and~~Stock Unit Award Agreement (the ~~Company~~“Award Agreement”) under the Quaker Houghton Long-Term Performance Incentive Plan.

OnThe ~~December~~Awards 5,are ~~2024,~~in the ~~Company~~ ~~and~~form ~~Mr.~~of ~~Tometich~~time-based ~~entered~~RSUs ~~into~~subject to a ~~Separation~~performance ~~Agreement~~modifier ~~and~~based ~~General~~on ~~Release (~~the ~~“Separation~~Company’s ~~Agreement~~relative Total Shareholder Return (“TSR”) ~~related~~compared to ~~Mr.~~the ~~Tometich’s involuntary~~S&P ~~termination~~1500 Chemicals Index (the “Index”). ~~Subject~~The toRSUs vest on the ~~terms~~third ~~and~~anniversary of ~~conditions~~the grant. As a result of the ~~Separation~~performance ~~Agreement~~modifier, ~~Mr.~~the ~~Tometich~~target number of RSUs that vest under the Awards will be ~~entitled~~adjusted from 75% to ~~receive~~125% of the target number of RSUs depending on the achievement of the relative TSR performance criteria measured at the end ~~severance~~of ~~payments~~the ~~and~~three-year ~~benefits~~performance asperiod ~~described~~from inDecember 15, 2024 through December 15, 2027. If the Company’s ~~Current~~TSR ~~Report~~over onthe measurement ~~Form~~period ~~8-K~~is ~~filed~~equal onto ~~November~~or 20below the 25th percentile of the Index, ~~2024~~the ~~and~~target ~~further~~number of RSUs will be reduced by ~~detailed~~25%. inIf the Company’s ~~proxy~~TSR ~~statement~~over ~~filed~~the ~~with~~measurement ~~the~~period ~~Securities~~is ~~and~~equal ~~Exchange~~to ~~Commission~~or onabove ~~March~~the ~~28,~~75th ~~2024~~percentile of the Index, ~~with~~the target number of RSUs will be increased by 25%. If the Company’s TSR is above the 25th percentile of the Index and below ~~modifications~~the 75th percentile of the Index, the RSUs will vest at target.

~~Under~~Vesting ~~the Separation Agreement, Mr. Tometich will also receive accelerated, prorated vesting~~ of ~~any~~the ~~outstanding~~Awards ~~Stock~~is ~~Options, Restricted Stock Units, Performance Stock~~contingent ~~Units~~upon ~~(“PSUs”) and Restricted Stock, in~~ each ~~case,~~executive’s ascontinued ~~defined~~employment inwith the ~~Quaker~~Company ~~Chemical~~through ~~Corporation 2016 Long-Term Incentive Plan (~~the ~~“2016~~vesting ~~Plan”).~~date, ~~Achievement~~subject as to ~~Performance~~certain ~~Program~~exceptions ~~Targets,~~for asprorated vesting ~~defined~~ in the ~~2016~~event ~~Plan,~~of ~~for~~termination ~~the~~of ~~various~~employment ~~performance-based awards~~due ~~will~~to bedeath, ~~measured~~disability ator ~~the~~by ~~end of~~ the ~~respective~~Company ~~performance~~without ~~periods~~cause, ~~and~~or ~~paid~~in ~~out~~the ifevent ~~earned~~of ata ~~that~~change in ~~time~~control. ~~PSUs~~Each ~~will~~vested ~~continue~~RSU toentitles ~~be paid at~~ the ~~same~~executive ~~time~~to ~~that~~receive ~~they~~one ~~otherwise~~share ~~would~~of ~~have~~the ~~been~~Company’s ~~paid~~common stock.

The ~~foregoing~~Award ~~summary~~Agreement ofis ~~the~~attached ~~Separation~~as ~~Agreement~~Exhibit ~~does~~10.1 ~~not~~to ~~purport~~this toCurrent beReport aon ~~complete~~Form ~~description~~8-K ofand ~~all~~is ofincorporated ~~the~~herein ~~terms~~by ~~and~~reference. ~~conditions~~The foregoing summary of the ~~document~~Award Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the ~~document,~~Award ~~which is filed as an exhibit to this Current Report on Form 8-K~~Agreement.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are included as part of this Current Report on Form 8-K:

Exhibit No.		Description
10.1*		~~Separation~~Form ~~Agreement~~of ~~and~~Restricted ~~General~~Stock ~~Release~~Unit byAward ~~and~~Agreement ~~between~~for ~~Quaker~~certain ~~Chemical~~executive ~~Corporation~~officers ~~and~~under ~~Andrew~~Registrant’s E.2024 ~~Tometich,~~Long-Term ~~dated~~Performance ~~December~~Incentive ~~5, 2024~~Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract, compensatory plan or arrangement

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.

	QUAKER CHEMICAL CORPORATION
Date: December 11, 2024	By:	/s/ Robert T. Traub
Date: December 17, 2024	By:	/s/ Robert T. Traub
		Robert T. Traub
		Senior Vice President, General Counsel and Corporate Secretary

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