GOTTWALD THOMAS E 4

What Happened

• Thomas E. Gottwald, Chairman, President & CEO and a director of NewMarket Corp (NEU), had 655 performance-based restricted shares settled into common stock on Feb 5, 2026 (reported on Form 4). The 655 shares were issued at $0.00 as the Performance Stock vested.
• To satisfy tax withholding on the vested award, 203 shares were withheld (disposed) at a reported per-share value of $714.88, resulting in $145,121 in withheld taxes. The net new shares received by Gottwald equal the 655 granted minus the 203 shares withheld.

Key Details

• Transaction date: February 5, 2026 (Form 4 filed February 9, 2026 — appears to be filed after the 2-business-day reporting window).
• Award: 655 shares of Performance Stock settled into common shares (Transaction code A; acquisition price reported $0.00).
• Tax withholding: 203 shares withheld to satisfy tax obligations (Transaction code F) at $714.88 per share, totaling $145,121.
• Shares owned after transaction: Not specified in the filing.
• Relevant footnotes:
  • F1: The Compensation Committee certified attainment of performance goals and the Performance Stock settled with shares of common stock.
  • F2: The 203 shares were withheld by the company to satisfy tax withholding obligations on the vested Performance Stock.
  • F3: Any increase in plan-held shares is due to periodic purchases by the Plan Trustee pursuant to the plan.
• Filing timeliness: The Form 4 was filed four days after the transaction date, which is later than the usual 2-business-day deadline for Form 4s.

Context

• This was a performance-based restricted stock settlement (not an open-market purchase or market sale). The withholding of shares to cover taxes is a routine administrative action and does not necessarily signal a change in the insider’s view of the company.
• For retail investors, awards being vested and shares withheld for taxes are common and typically reflect compensation realization rather than active trading.