Paliotti Brian D 4

What Happened

• Brian D. Paliotti, President of Afton Chemical Corp (a NewMarket executive), was granted 535 performance-based restricted shares that settled into common stock on Feb 5, 2026 (reported on Form 4 filed Feb 9, 2026). The award is reported at $0 acquisition price but the filing uses $714.88 per share for tax/valuation purposes, implying an approximate market value of 535 × $714.88 ≈ $382,461.
• To satisfy tax withholding obligations related to the vested performance shares, 171 shares were withheld (disposed) at $714.88 per share, totaling about $122,244. This withholding is a tax-withholding event (code F), not an open-market sale.

Key Details

• Transaction date: Feb 5, 2026; Form 4 filed: Feb 9, 2026 (within the reporting deadline).
• Award: 535 shares granted/settled (code A) at $0 acquisition price on the form; implied value ≈ $382,461 using $714.88/share.
• Withholding: 171 shares withheld to satisfy taxes (code F) — 171 × $714.88 ≈ $122,244.
• Shares owned after transaction: not specified in the excerpt provided.
• Footnotes: F1 — performance goals certified and Performance Stock settled into shares; F2 — shares withheld to satisfy tax withholding; F3 — an increase in plan shares is attributed to periodic purchases by the Plan Trustee under the plan.
• This was an award settlement with share withholding for taxes (cashless withholding), not a market sell or 10b5-1 trade.

Context

• Performance-based restricted shares settled into stock; the company withheld shares to cover tax obligations rather than the insider selling shares on the open market.
• Such awards increase insider ownership (net of withholding) and are routine when performance awards vest; they are not direct indications of buying or selling intent in the market.