Hazelgrove Bruce R III 4

What Happened

• Bruce R. Hazelgrove III, EVP & CAO of Newmarket Corp (NEU), had performance-based restricted stock (Performance Stock) settle into 475 shares of common stock on Feb 5, 2026 (code A — award/acquisition).
• To cover tax withholding related to the vesting, 153 of those shares were withheld (code F) at $714.88 per share, totaling $109,377. Net shares delivered to Hazelgrove = 322 shares (475 granted − 153 withheld). The Form 4 was filed on Feb 9, 2026 (timely).

Key Details

• Transaction date: Feb 5, 2026 (vesting/settlement and tax withholding); Form 4 filed Feb 9, 2026.
• Award: 475 shares granted/settled (price $0 reported for the award entry).
• Withheld for taxes: 153 shares withheld at $714.88/share = $109,377 (disposition to company to satisfy tax obligations).
• Net shares received by insider: 322 shares (475 − 153).
• Footnotes: F1 — Compensation Committee certified performance goals and Performance Stock settled in shares; F2 — shares withheld to satisfy tax withholding; F3 — increase in plan shares due to periodic purchases by the Plan Trustee under the plan.
• Timeliness: Filing appears timely (transaction 2/5/2026; Form 4 filed 2/9/2026 within the SEC two-business-day window).

Context

• This was a performance-based restricted stock vesting and settlement, not an open-market buy or a sale. The withheld shares represent a routine tax-withholding disposition rather than a signal of selling for investment reasons.