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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-32190

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


Virginia		20-0812170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 South Fourth Street		23219-4350
Richmond,	Virginia
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code - (804) 788-5000

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

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. ¨

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Number of shares of common stock, with no par value, outstanding as of September 30, 2025: 9,397,122

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NEWMARKET CORPORATION

INDEX


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - Third Quarter and N ine Months Ended September 30, 2025 and Sept ember 30, 2024			4
Consolidated Statements of Comprehensive Income - Third Quarter and Nine Months Ended September 30, 2025 and September 30, 2024			5
Condensed Consolidated Balance Sheets - September 30, 2025 and December 31, 2024			6
Consolidated Statements of Shareholders' Equity - Third Quarter and Nine Months Ended September 30, 2025 and September 30, 2024			7
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and September 30, 2024			8
Notes to Condensed Consolidated Financial Statements			9
Financial Statement Presentation			9
Acquisition of Business			9
Net Sales			11
Segment Information			11
Pension Plans and Other Postretirement Benefits			13
Earnings Per Share			14
Inventories			15
Intangibles (Net of Amortization) and Goodwill			15
Long-term Debt			16
Commitments and Contingencies			17
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			18
Fair Value Measurements			18
Recent Accounting Pronouncements			18
Subsequent Events			19
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			26
ITEM 4. Controls and Procedures			26
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			27
ITEM 5. Other Information			27
ITEM 6. Exhibits			27
SIGNATURES			28

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(in thousands, except per-share amounts)	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	690,311	$	724,947	$	2,089,766	$	2,131,911
Cost of goods sold	480,667		481,107		1,423,145		1,453,251
Gross profit	209,644		243,840		666,621		678,660
Selling, general, and administrative expenses	43,944		42,124		132,350		129,329
Research, development, and testing expenses	35,024		32,193		100,574		92,056
Operating profit	130,676		169,523		433,697		457,275
Interest and financing expenses, net	8,374		14,157		29,809		45,721

Other income (expense), net	13,307		13,805		43,522		38,304
Income before income tax expense	135,609		169,171		447,410		449,858
Income tax expense	35,340		36,849		109,948		98,184
Net income	$	100,269	$	132,322	$	337,462	$	351,674
Earnings per share - basic and diluted	$	10.67	$	13.79	$	35.78	$	36.66
Cash dividends declared per share	$	2.75	$	2.50	$	8.25	$	7.50

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(in thousands)	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	100,269	$	132,322	$	337,462	$	351,674
Other comprehensive income (loss):
Pension plans and other postretirement benefits:
Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $(8) in the third quarter 2025, $0 in the third quarter 2024, $(8) in the nine months 2025, and $0 in nine months 2024	(24)		0		(24)		0
Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(175) in the third quarter 2025, $(173) in the third quarter 2024, $(527) in the nine months 2025, and $(520) in the nine months 2024	(495)		(501)		(1,494)		(1,505)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $323 in the third quarter 2025, $(552) in the third quarter 2024, $323 in nine months 2025, and $(552) in nine months 2024	923		(1,600)		923		(1,600)
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(363) in the third quarter 2025, $(114) in the third quarter 2024, $(1,048) in the nine months 2025, and $(358) in the nine months 2024	(1,053)		(331)		(3,043)		(1,046)
Total pension plans and other postretirement benefits	(649)		(2,432)		(3,638)		(4,151)




Foreign currency translation adjustments, net of income tax expense (benefit) of $224 in the third quarter 2025, $137 in the third quarter 2024, $1,097 in the nine months 2025, and $(951) in the nine months 2024	3,789		21,885		43,610		10,578




Other comprehensive income (loss)	3,140		19,453		39,972		6,427
Comprehensive income	$	103,409	$	151,775	$	377,434	$	358,101

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share amounts)	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	102,455	$	77,476

Trade and other accounts receivable, less allowance for credit losses	438,789		395,450
Inventories	512,168		505,426
Prepaid expenses and other current assets	47,731		51,203
Total current assets	1,101,143		1,029,555
Property, plant, and equipment, net	739,742		735,361
Intangibles (net of amortization) and goodwill	731,463		750,424
Prepaid pension cost	527,147		490,418
Operating lease right-of-use assets, net	78,868		71,253

Deferred charges and other assets	55,827		52,530
Total assets	$	3,234,190	$	3,129,541
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	265,778	$	225,874
Accrued expenses	83,228		89,277
Dividends payable	21,573		22,037
Income taxes payable	18,529		15,798
Operating lease liabilities	16,908		15,337

Other current liabilities	4,471		6,155
Total current liabilities	410,487		374,478
Long-term debt	783,104		971,281
Operating lease liabilities - noncurrent	61,928		54,754
Other noncurrent liabilities	288,275		267,445
Total liabilities	1,543,794		1,667,958
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 9,397,122 at September 30, 2025 and 9,524,789 at December 31, 2024)	1,614		0
Accumulated other comprehensive income	72,842		32,870
Retained earnings	1,615,940		1,428,713
Total shareholders’ equity	1,690,396		1,461,583
Total liabilities and shareholders’ equity	$	3,234,190	$	3,129,541

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


(in thousands, except share and per-share amounts)	Common Stock and Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount
Balance at June 30, 2024	9,594,110	$	2,052	$	(34,097)	$	1,267,393	$	1,235,348
Net income						132,322		132,322
Other comprehensive income (loss)				19,453				19,453
Cash dividends ($2.50 per share)						(23,987)		(23,987)


Stock-based compensation	901	1,149				1		1,150
Balance at September 30, 2024	9,595,011	$	3,201	$	(14,644)	$	1,375,729	$	1,364,286

Balance at June 30, 2025	9,396,621	$	515	$	69,702	$	1,541,506	$	1,611,723
Net income						100,269		100,269
Other comprehensive income (loss)				3,140				3,140
Cash dividends ($2.75 per share)						(25,841)		(25,841)
Repurchases of common stock	0	(180)						(180)

Stock-based compensation	501	1,279				6		1,285
Balance at September 30, 2025	9,397,122	$	1,614	$	72,842	$	1,615,940	$	1,690,396

Balance at December 31, 2023	9,590,086	$	2,130	$	(21,071)	$	1,096,002	$	1,077,061
Net income						351,674		351,674
Other comprehensive income (loss)				6,427				6,427
Cash dividends ($7.50 per share)						(71,959)		(71,959)


Tax withholdings related to stock-based compensation	(1,816)	(1,118)						(1,118)
Stock-based compensation	6,741	2,189				12		2,201
Balance at September 30, 2024	9,595,011	$	3,201	$	(14,644)	$	1,375,729	$	1,364,286

Balance at December 31, 2024	9,524,789	0		$	32,870	$	1,428,713	$	1,461,583
Net income						337,462		337,462
Other comprehensive income (loss)				39,972				39,972
Cash dividends ($8.25 per share)						(77,739)		(77,739)
Repurchases of common stock	(133,658)	(941)				(71,522)		(72,463)

Tax withholdings related to stock-based compensation	(1,846)	0				(1,002)		(1,002)
Stock-based compensation	7,837	2,555				28		2,583
Balance at September 30, 2025	9,397,122	$	1,614	$	72,842	$	1,615,940	$	1,690,396

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)	Nine Months Ended September 30,
	2025		2024
Cash and cash equivalents at beginning of year	$	77,476	$	111,936
Cash flows from operating activities:
Net income	337,462		351,674
Adjustments to reconcile net income to cash provided from operating activities:
Depreciation and amortization	90,371		84,894
Deferred income tax expense (benefit)	12,198		(10,468)


Working capital changes	4,517		(81,866)

Cash pension and postretirement contributions	(7,189)		(8,940)
Other, net	(13,560)		(939)
Cash provided from (used in) operating activities	423,799		334,355
Cash flows from investing activities:
Capital expenditures	(49,639)		(42,700)
Acquisition of business (net of $15,588 of cash acquired)	0		(681,479)



Cash provided from (used in) investing activities	(49,639)		(724,179)
Cash flows from financing activities:
Net borrowings under revolving credit facility	11,000		191,000
(Payment) proceeds on term loan	(150,000)		250,000
Principal payment on 3.78% senior notes	(50,000)		0
Repurchases of common stock	(77,218)		0
Dividends paid	(77,739)		(71,959)
Debt issuance costs	0		(2,251)
Other, net	(6,150)		(9,758)
Cash provided from (used in) financing activities	(350,107)		357,032
Effect of foreign exchange on cash and cash equivalents	926		1,166
Increase (decrease) in cash and cash equivalents	24,979		(31,626)
Cash and cash equivalents at end of period	$	102,455	$	80,310

See accompanying Notes to Condensed Consolidated Financial Statements

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(Unaudited)

1. Financial Statement Presentation

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of September 30, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the third quarter and nine months ended September 30, 2025 and September 30, 2024, and our cash flows for the nine months ended September 30, 2025 and September 30, 2024. All adjustments are of a normal, recurring nature, unless otherwise disclosed. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC), but do not include all disclosures required by GAAP for complete annual consolidated financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report), as filed with the SEC. The results of operations for the nine-month period ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries.

Supplier Finance Program

We offer our vendors a supplier finance program, which allows our vendors to receive payment from a third-party finance provider earlier than our normal payment terms would provide. NewMarket and its subsidiaries are not a party to any arrangement between our vendors and the finance provider, and there are no assets pledged as security or other forms of guarantees provided by NewMarket to the finance provider. For those vendors who opt to participate in the program, we pay the finance provider the full amount of the invoices on the normal due date. At both September 30, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

2. Acquisition of Business

On January 16, 2024, we completed the acquisition of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC), for approximately $697 million. Based in Cedar City, Utah, AMPAC has one operating facility from which it manufactures and sells critical specialty materials primarily used in solid rocket motors for space launch and military defense applications. AMPAC is qualified on many NASA and Department of Defense programs and has been serving space launch and national defense programs for more than 60 years. The acquisition of AMPAC expands our presence in mission-critical, resilient sectors. It was funded by cash on hand and borrowings under our then existing revolving credit facility. The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024.

The fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions):


Cash and cash equivalents	$	16
Trade and other accounts receivable, net	6
Inventories	25
Prepaid expenses and other current assets	3
Property, plant, and equipment, net	111
Intangibles and goodwill	650
Deferred charges and other assets	5
Accounts payable	(3)
Accrued expenses	(5)
Other noncurrent liabilities	(111)
Fair value of net assets acquired	$	697

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Identified intangible assets acquired consisted of the following (in millions):


	Fair Value		Estimated Useful Lives (in years)
Customer base	$	275	17.5
Formulas and technology	60		8
Trademarks and trade names	30		15
Water rights	29		indefinite
	$	394

As part of the acquisition, we recorded $256 million of goodwill. The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the value of the skilled assembled workforce of AMPAC. All of the goodwill recognized is part of the specialty materials segment, and none of the goodwill is deductible for income tax purposes.

The allocation of the purchase price of AMPAC to the tangible and intangible assets acquired and liabilities assumed was developed using estimates of fair value. Acquisition-related charges of $1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in our Consolidated Statements of Income for the third quarter and nine months ended September 30, 2024.

We accounted for this acquisition using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations and have included the results of operations of the acquired business from the date of acquisition in our Consolidated Statements of Income as well as in the specialty materials segment in Note 4. These results include a charge related to the sale of finished goods inventory acquired, which was recorded at fair value on the acquisition date and sold to customers during 2024.

The following table presents the financial results in thousands for AMPAC from the date of acquisition through September 30, 2024 and for the third quarter ended September 30, 2024 (in thousands).


AMPAC	Third Quarter Ended September 30, 2024		January 16 to September 30, 2024
Net sales	$	59,094	$	114,151
Income before income taxes	16,274		16,196

The following table presents our estimated unaudited pro forma consolidated results for the third quarter and nine months ended September 30, 2024, assuming the acquisition of AMPAC had occurred on January 1, 2023. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been realized if the acquisition had been completed at the beginning of 2023, nor is it indicative of expected results for any future period. In addition, no effect is given to any future synergistic benefits that could result from the integration of AMPAC into NewMarket.

Unaudited pro forma information for the third quarter and nine months ended September 30, 2024 includes adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees. The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the third quarter and nine months ended September 30, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes since on a pro forma basis, they would have been incurred during 2023.


Pro Forma Supplemental Information (in thousands)
Consolidated	Third Quarter Ended September 30, 2024		Nine Months Ended September 30, 2024
Net sales	$	724,947	$	2,137,011
Income before income taxes	172,013		456,988

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Net Sales

Our revenues are predominantly derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and EMEAI (Europe/Middle East/Africa/India) regions. Our petroleum additives customers primarily consist of global, national, and independent oil companies. Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.

Additionally, we have revenue from the manufacture and sale of critical specialty materials products used primarily in solid rocket motors for space launch and military defense applications. The sale of specialty materials products is predominantly to customers located in the United States. Our specialty materials customers are primarily contractors or subcontractors of the U.S. government. Specialty materials contracts generally include one performance obligation, which is typically satisfied at a point in time when the products are shipped from the plant site.

In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue. These prepayments from customers are recorded as a contract liability until we recognize the revenue. Some of our contracts also include variable consideration in the form of rebates, tiered pricing, and/or business development funds. We regularly review these and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

The following table provides information on our net sales by geographic area. Information on net sales by segment is presented in Note 4.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Net sales
United States	$	273,333	$	305,382	$	813,356	$	827,101
Europe, Middle East, Africa, India	211,017		201,538		625,588		612,828
Asia Pacific	127,412		136,691		406,336		441,793
Other foreign	78,549		81,336		244,486		250,189
Net sales	$	690,311	$	724,947	$	2,089,766	$	2,131,911

4. Segment Information

We have two reportable segments – petroleum additives and specialty materials. The petroleum additives segment includes lubricant and fuel additives which are necessary for the efficient and reliable operation of vehicles and machinery. The specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications. The petroleum additives and specialty materials segments are managed separately by the president of Afton and the president of AMPAC, respectively. The “All other” category shown in the tables below includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.

We have determined that our chief executive officer is the chief operating decision maker (CODM) who makes key operating decisions and assesses the performance of the reportable segments. The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments.

The segment accounting policies are the same as those described in Note 1 of our 2024 Annual Report. NewMarket Services expenses are billed to Afton, AMPAC, and Ethyl based on the services provided. Depreciation on segment property, plant, and equipment, as well as amortization of segment definite-lived intangible assets and lease right-of-use assets are included in segment operating profit. No transfers occurred between any of the petroleum additives segment, specialty materials segment, and the “All other” category during the periods presented.

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The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the third quarter and nine months ended September 30, 2025 and September 30, 2024. No single customer accounted for 10% or more of our total net sales in any period presented.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Net sales
Petroleum additives
Lubricant additives	$	550,447	$	568,450	$	1,666,104	$	1,715,559
Fuel additives	98,638		94,564		282,410		294,545
Total	649,085		663,014		1,948,514		2,010,104
Specialty materials	38,178		59,094		133,936		114,151
All other	3,048		2,839		7,316		7,656
Total net sales	$	690,311	$	724,947	$	2,089,766	$	2,131,911

Segment operating profit
Petroleum additives
Net sales	$	649,085	$	663,014	$	1,948,514	$	2,010,104
Cost of goods sold	(449,666)		(441,669)		(1,335,886)		(1,366,205)
Research, development, and testing expenses	(35,024)		(32,215)		(100,574)		(92,078)
Other segment items	(33,088)		(31,662)		(98,805)		(95,625)
Petroleum additives segment operating profit	131,307		157,468		413,249		456,196

Specialty materials
Net sales	38,178		59,094		133,936		114,151
Other segment items	(32,193)		(43,132)		(94,217)		(98,184)
Specialty materials segment operating profit	5,985		15,962		39,719		15,967

Total segment operating profit	137,292		173,430		452,968		472,163

All other	(576)		(93)		(2,228)		(1,548)
Corporate, general, and administrative expenses	(5,692)		(3,953)		(16,992)		(13,495)
Interest and financing expenses, net	(8,374)		(14,157)		(29,809)		(45,721)
Other income (expense), net	12,959		13,944		43,471		38,459
Income before income tax expense	$	135,609	$	169,171	$	447,410	$	449,858

The significant expense categories of cost of goods sold and research, development, and testing expenses are shown in the above segment operating profit table for the petroleum additives segment and are regularly provided to the CODM. The other segment items for the petroleum additives segment represent selling, general, and administrative expenses, as well as corporate services allocated to the reporting segment.

The other segment items for the specialty materials segment include costs of goods sold; selling, general, and administrative expenses; and corporate services allocated to the reporting segment. Significant expense categories of the specialty materials segment are not regularly provided to the CODM.

Asset information by segment is not reported internally or otherwise regularly provided to the CODM.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables show additions to long-lived assets by segment and depreciation and amortization by segment and the reconciliation to both consolidated amounts. The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Additions to long-lived assets
Petroleum additives	$	20,080	$	16,513	$	56,803	$	55,461
Specialty materials	8,654		607		13,681		3,025
All other	0		0		0		2
Corporate	1,413		188		3,475		1,026
Total additions to long-lived assets	$	30,147	$	17,308	$	73,959	$	59,514
Depreciation and amortization
Petroleum additives	$	23,267	$	19,446	$	60,946	$	57,539
Specialty materials	8,885		9,392		26,607		24,412
All other	13		13		37		36
Corporate	936		913		2,781		2,907
Total depreciation and amortization	$	33,101	$	29,764	$	90,371	$	84,894

5. Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the nine months ended September 30, 2025, as well as the remaining cash contributions we expect to make during the year ending December 31, 2025, for our domestic and foreign pension plans and domestic postretirement benefit plan.


(in thousands)	Actual Cash Contributions for Nine Months Ended September 30, 2025		Expected Remaining Cash Contributions for Year Ending December 31, 2025
Domestic plans
Pension benefits	$	2,504	$	835
Postretirement benefits	1,066		355
Foreign plans
Pension benefits	3,619		1,589

The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Domestic
	Pension Benefits				Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2025		2024		2025		2024
Service cost	$	2,770	$	3,177	$	144	$	216
Interest cost	6,196		5,997		371		372
Expected return on plan assets	(15,122)		(14,030)		(202)		(191)
Amortization of prior service cost (credit)	50		47		(757)		(757)
Amortization of actuarial net (gain) loss	(1,021)		(367)		(126)		(71)
Net periodic benefit cost (income)	$	(7,127)	$	(5,176)	$	(570)	$	(431)


	Domestic
	Pension Benefits				Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Service cost	$	8,485	$	9,255	$	422	$	485
Interest cost	18,597		17,646		1,198		1,208
Expected return on plan assets	(45,350)		(41,295)		(600)		(576)
Amortization of prior service cost (credit)	140		140		(2,271)		(2,271)
Amortization of actuarial net (gain) loss	(3,044)		(1,282)		(266)		(102)
Net periodic benefit cost (income)	$	(21,172)	$	(15,536)	$	(1,517)	$	(1,256)


	Foreign
	Pension Benefits
	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Service cost	$	884	$	1,084	$	2,550	$	3,246
Interest cost	1,765		1,625		5,124		4,851
Expected return on plan assets	(4,177)		(3,371)		(12,159)		(10,020)
Amortization of prior service cost (credit)	36		35		108		105
Amortization of actuarial net (gain) loss	(266)		(5)		(774)		(18)
Net periodic benefit cost (income)	$	(1,758)	$	(632)	$	(5,151)	$	(1,836)

6. Earnings Per Share

We had 36,983 shares of nonvested restricted stock at September 30, 2025 and 34,474 shares of nonvested restricted stock at September 30, 2024 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive. The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands, except per-share amounts)	2025		2024		2025		2024
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities	$	100,269	$	132,322	$	337,462	$	351,674
Earnings allocated to participating securities	(390)		(474)		(1,296)		(1,247)
Net income attributable to common shareholders after allocation of earnings to participating securities	$	99,879	$	131,848	$	336,166	$	350,427
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	9,360		9,561		9,394		9,559


Earnings per share - basic and diluted	$	10.67	$	13.79	$	35.78	$	36.66

7. Inventories


(in thousands)	September 30, 2025		December 31, 2024
Finished goods and work-in-process	$	402,302	$	403,459
Raw materials	79,645		77,258
Stores, supplies, and other	30,221		24,709
	$	512,168	$	505,426

8. Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $731 million at September 30, 2025 and $750 million at December 31, 2024. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.


	September 30, 2025				December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	60,000	$	12,845	$	60,000	$	7,220
Customer bases	280,440		31,784		280,440		19,856
Trademarks and trade names	30,000		3,425		30,000		1,925
Water rights	29,392				29,392
Goodwill	379,685				379,593
	$	779,517	$	48,054	$	779,425	$	29,001

Of the total intangibles (net of amortization) and goodwill, $124 million is attributable to the petroleum additives segment and $607 million is attributable to the specialty materials segment. The change in the gross carrying amount between December 31, 2024 and September 30, 2025 is due to the foreign currency fluctuation on goodwill in the petroleum additives segment. See Note 2 for further information on the intangibles and goodwill obtained with the AMPAC acquisition. There is no accumulated goodwill impairment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Amortization expense was (in thousands):



Third quarter ended September 30, 2025	$	6,351

Nine months ended September 30, 2025	19,053
Third quarter ended September 30, 2024	6,351
Nine months ended September 30, 2024	18,111

Estimated amortization expense for the remainder of 2025, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):


2025	$	6,351
2026	25,404
2027	25,404
2028	25,355
2029	25,214
2030	25,214

We amortize the formulas and technology over 8 years, the customer bases over 17.5 to 20 years, and the trademarks and trade names over 15 years.

9. Long-term Debt


(in thousands)	September 30, 2025		December 31, 2024
Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	395,170	$	394,506
Senior notes - 3.78% due 2029	200,000		250,000
Term loan (net of related deferred financing costs)	99,934		249,775
Revolving credit facility	88,000		77,000
	$	783,104	$	971,281

Senior Notes - The 2.70% senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended.

The 3.78% senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers. We made the first principal payment of $50 million on January 4, 2025 and have four remaining principal payments of $50 million due January 4 of each year through 2029.

We were in compliance with all covenants under all issuances of senior notes as of September 30, 2025 and December 31, 2024.

Term Loan Credit Agreement - The term loan credit agreement is unsecured, has a borrowing capacity of $250 million, a term of two years, and matures on January 22, 2026. We borrowed the entire $250 million available under the term loan credit agreement and are required to repay the principal amount borrowed under the term loan in full at maturity. We may, in our sole discretion and subject to the conditions set forth in the term loan credit agreement, prepay amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity are not available for additional borrowings by NewMarket. We repaid $150 million on the term loan credit agreement during the first nine months of 2025.

We were in compliance with all covenants under the term loan credit agreement as of September 30, 2025 and December 31, 2024.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $900 million, a term of five years, and matures on January 22, 2029. The obligations under the revolving credit facility are unsecured. The average interest rate for borrowings under the revolving credit agreement was 5.6% during the first nine months of 2025 and 6.5% during the year ended December 31, 2024.

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(Unaudited)

Outstanding borrowings under the revolving credit facility amounted to $88 million at September 30, 2025 and $77 million at December 31, 2024. Outstanding letters of credit amounted to approximately $4 million at both September 30, 2025 and December 31, 2024. The unused portion of the revolving credit facility amounted to $808 million at September 30, 2025 and $819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of September 30, 2025 and December 31, 2024.

10. Commitments and Contingencies

Legal Matters

We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows.

Environmental

We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party. While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $13 million at September 30, 2025 and $11 million at December 31, 2024. Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets.

Our more significant environmental sites include a former plant site in Baton Rouge, Louisiana and a Houston, Texas plant site. Together, the amounts accrued on a discounted basis related to these sites represented approximately $8 million of the total accrual above at September 30, 2025 and $9 million at December 31, 2024, using discount rates ranging from 3% to 9% for both periods. The aggregate undiscounted amount for these sites was $10 million at September 30, 2025 and $11 million at December 31, 2024.

Leases

At September 30, 2025, we had operating lease commitments of approximately $2 million and finance lease commitments of approximately $4 million for leases that have not yet commenced.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

The balances of, and changes in, the components of accumulated other comprehensive income (loss), net of tax, consist of the following:


(in thousands)	Pension Plans and Other Postretirement Benefits		Foreign Currency Translation Adjustments		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2023	$	79,966	$	(101,037)	$	(21,071)
Other comprehensive income (loss) before reclassifications	(1,600)		10,578		8,978
Amounts reclassified from accumulated other comprehensive loss (a)	(2,551)		0		(2,551)
Other comprehensive income (loss)	(4,151)		10,578		6,427
Balance at September 30, 2024	$	75,815	$	(90,459)	$	(14,644)

Balance at December 31, 2024	$	151,958	$	(119,088)	$	32,870
Other comprehensive income (loss) before reclassifications	899		43,610		44,509
Amounts reclassified from accumulated other comprehensive loss (a)	(4,537)		0		(4,537)
Other comprehensive income (loss)	(3,638)		43,610		39,972
Balance at September 30, 2025	$	148,320	$	(75,478)	$	72,842

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 5 in this Quarterly Report on Form 10-Q and Note 18 in our 2024 Annual Report for further information.

12. Fair Value Measurements

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $102 million at September 30, 2025 and $77 million at December 31, 2024. The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the nine months ended September 30, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our outstanding senior notes and term loan. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to September 30, 2025. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy.


	September 30, 2025				December 31, 2024
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	783,104	$	745,043	$	971,281	$	906,925

13. Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09). The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid. ASU 2023-09 was effective for our annual reporting period beginning January 1, 2025. The required disclosures will be included in our 2025 Annual Report on Form 10-K.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement

Expenses" (ASU 2024-03). The FASB issued ASU 2024-03 to improve disclosures surrounding expenses in commonly presented captions including Cost of goods sold; Selling, general, and administrative expenses; and Research, development, and testing expenses. The additional expense information required to be disclosed includes purchases of inventory, employee compensation, depreciation, intangible assets amortization, and total selling expenses, as well as a qualitative description of amounts remaining that have not been separately presented. ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting periods beginning January 1, 2028. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2024-03 will have on the disclosures in our consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The FASB issued ASU 2025-06 to modernize the accounting for costs related to internal-use software to better align with how software is developed and to clarify the threshold to be applied to begin capitalizing costs. ASU 2025-06 is effective for our annual and quarterly reporting periods beginning January 1, 2028. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2025-06 will have on our consolidated financial statements.

14. Subsequent Events

On October 1, 2025, we completed the acquisition of Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca). Calca is the nation’s leading producer of UltraPure and high-purity hydrazine – essential, mission-critical propellants that enable advanced aerospace and defense applications. Calca’s products are integral to in-space propulsion systems for satellites, space probes, and other vehicles that operate in the most demanding environments. For more than 70 years, Calca has supplied high-purity hydrazine to the U.S. Department of Defense’s Defense Logistics Agency – Energy. The acquisition was funded by cash on hand and borrowings under our revolving credit facility.

A preliminary purchase price allocation and any pro forma financial disclosures required by Accounting Standards Codification 805 - Business Combinations will be included in our 2025 Annual Report on Form 10-K.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “expects,” “should,” “could,” “may,” “will,” and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives or specialty materials markets, other trends in these markets, our ability to maintain or increase our market share, our future capital expenditure levels, and our future financial results.

We believe our forward-looking statements are based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control.

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, 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 SEC, including the risk factors in Part I, Item 1A. “Risk Factors” of our 2024 Annual Report, which is available to shareholders at www.newmarket.com.

You should keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as of the date on which we make it. 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, any forward-looking statement made in this report or elsewhere, might not occur.

Overview

When comparing the results of the petroleum additives segment for the first nine months of 2025 with the first nine months of 2024, net sales declined 3.1%, resulting primarily from lower product shipments, which were partially offset by favorable product mix. Petroleum additives operating profit decreased 9.4% when comparing the 2025 and 2024 nine months periods, primarily reflecting lower product shipments and higher operating costs, which were partially offset by lower raw material costs and favorable product mix. Operating profit was also unfavorably impacted for the nine months comparisons due to higher technology investments for research, development and testing during the 2025 period as compared to the 2024 period, as well as one-time charges related to network optimization efforts.

The specialty materials segment reported both higher net sales and higher operating profit for the first nine months of 2025 as compared to the same period in 2024, resulting primarily from higher product volumes. Specialty materials sales and operating profit for the first nine months of 2024 reflect financial results since the acquisition of AMPAC on January 16, 2024.

We continue to monitor the uncertain macroeconomic environment in which we operate, particularly the changes in international trade relations and tariffs, and assess the potential impacts to our operations. These impacts could include supply chain disruptions, lower customer demand, and higher inflation. Investing in technology to meet customer needs, enhancing our operational efficiency, and improving our portfolio profitability will remain priorities.

Despite the challenging economic environment, our financial position remains strong. We have sufficient access to capital, if needed, and do not anticipate any issues with meeting the covenants for all our debt agreements for the foreseeable future.

Our business typically generates significant amounts of cash beyond its operational needs. We continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure.

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Results of Operations

Net Sales

Consolidated net sales for the third quarter of 2025 totaled $690.3 million, representing a decrease of $34.6 million, or 4.8%, from the third quarter of 2024. Consolidated net sales for the first nine months of 2025 totaled $2.1 billion, representing a decrease of $42.1 million, or 2.0%, from the first nine months of 2024. The following table shows net sales by segment and product line. The net sales for the nine months 2024 period in the table below for the specialty materials segment include sales since the acquisition of AMPAC on January 16, 2024.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Petroleum additives
Lubricant additives	$	550.5	$	568.5	$	1,666.1	$	1,715.6
Fuel additives	98.6		94.5		282.4		294.5
Total	649.1		663.0		1,948.5		2,010.1
Specialty materials	38.2		59.1		134.0		114.2
All other	3.0		2.8		7.3		7.6
Net sales	$	690.3	$	724.9	$	2,089.8	$	2,131.9

Petroleum Additives Segment

The regions in which we operate include North America, Latin America, Asia Pacific, and EMEAI. While there is some fluctuation, the percentage of net sales generated by region remained fairly consistent when comparing the first nine months of 2025 with both the same period in 2024, as well as with the full year of 2024.

Petroleum additives net sales for the third quarter of 2025 were $649.1 million compared to $663.0 million for the third quarter of 2024, a decrease of 2.1%. Decreases in Asia Pacific of 6.6% and North America of 5.2% were partially offset by an increase of 4.6% in EMEAI. Latin America was substantially unchanged when comparing the two periods.

Petroleum additives net sales for the first nine months of 2025 were $1.9 billion, a decrease of $61.6 million, or 3.1%, compared to the first nine months of 2024. Decreases in Asia Pacific of 9.1% and North America of 3.7% were partially offset by increases in EMEAI of 1.0% and Latin America of 0.5%.

The following table details the approximate components of the changes in petroleum additives net sales between the third quarter and first nine months of 2025 and 2024.


(in millions)	Third Quarter		Nine Months
Period ended September 30, 2024	$	663.0	$	2,010.1
Lubricant additives shipments	(18.4)		(58.8)
Fuel additives shipments	5.0		(15.5)
Selling prices, including product mix	(5.0)		11.1
Foreign currency impact, net	4.5		1.6
Period ended September 30, 2025	$	649.1	$	1,948.5

When comparing the third quarters of 2025 and 2024, lower lubricant additives shipments drove the decrease in petroleum additives net sales, partially offset by an increase in fuel additives shipments. Selling prices for the third quarter comparison had a net unfavorable impact resulting primarily from an unfavorable product mix. When comparing the first nine months of 2025 and 2024, the decrease in petroleum additives net sales was due to lower product shipments in both lubricant additives and fuel additives. Partially offsetting these factors for the nine months comparison was favorable product mix.

The primary foreign currencies in which we transact include the Euro, Pound Sterling, Japanese Yen, Chinese Renminbi, and Indian Rupee. Comparing both the third quarter and nine months periods of 2025 and 2024, the United States Dollar strengthened against the Rupee and Renminbi and weakened against the Euro, Yen, and Pound Sterling, resulting in the favorable impacts to net sales shown in the table above.

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On a worldwide basis, the volume of product shipments for petroleum additives decreased 4.1% when comparing the third quarter periods and 4.6% when comparing the nine months periods.

For the third quarter comparison, the decrease was in lubricant additives shipments, which was partially offset by a small increase in fuel additives shipments. Both the Asia Pacific and North America regions experienced decreases in lubricant additives shipments, along with a small decrease in the Latin America region. The EMEAI region reported a small increase in lubricant additives shipments. For the fuel additives third quarter comparison, the EMEAI, Latin America, and North America regions reported small increases in product shipments, while the Asia Pacific region was substantially unchanged.

For the nine months comparison, lower lubricant additives product shipments in the Asia Pacific and North America regions were partially offset by increases in the EMEAI and Latin American regions. For the fuel additives nine months comparison, both the EMEAI and North America regions reported decreases in product shipments, which were partially offset by increases in the Asia Pacific and Latin America regions.

Specialty Materials Segment

Total net sales for the specialty materials segment were $38.2 million for the third quarter of 2025 and $59.1 for the third quarter of 2024. For the nine months comparison, net sales were $134.0 million for 2025 and $114.2 million for the period that we owned AMPAC during 2024. The decrease in the third quarter comparison was primarily the result of timing of shipments when comparing the 2025 and 2024 periods, while the increase in net sales for the nine months comparison was primarily the result of higher product volumes.

All Other

The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives and specialty materials businesses based on segment operating profit. NewMarket Services Corporation expenses are charged to NewMarket and each subsidiary pursuant to services agreements between the companies. Depreciation of segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit.

The following table reports segment operating profit for the third quarter and nine months ended September 30, 2025 and September 30, 2024. The amount reported for specialty materials for the nine months ended September 30, 2024 is for the period from January 16, 2024 to September 30, 2024. A reconciliation of segment operating profit to income before income tax expense is in Note 4.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Petroleum additives	$	131.3	$	157.5	$	413.2	$	456.2
Specialty materials	$	6.0	$	16.0	$	39.7	$	16.0
All other	$	(0.6)	$	(0.1)	$	(2.2)	$	(1.6)

Petroleum Additives Segment

Petroleum additives segment gross profit decreased $21.9 million and operating profit decreased $26.2 million when comparing the third quarter of 2025 to the third quarter of 2024. For the first nine months of 2025 compared to the first nine months of 2024, petroleum additives segment gross profit decreased $31.3 million and operating profit decreased $43.0 million.

The decrease in both gross profit and operating profit for the third quarter comparison included the unfavorable impacts of higher operating costs, product mix, and lower product shipments, reflecting some softening in the market, as well as our portfolio profitability management and one-time charges related to network optimization efforts. These were partially offset by lower raw materials costs. For the nine months comparison, the drivers of the decrease in gross profit and operating profit were consistent with those of the third quarter comparison with the exception of a favorable product mix for the nine months comparison. Operating profit for both the third quarter and nine months comparison periods was also unfavorably impacted by higher technology investments for research, development and testing.

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The following table presents petroleum additives cost of goods sold as a percentage of net sales and the operating profit margin.


	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of goods sold as a percentage of net sales	69.3	%	66.6	%	68.6	%	68.0	%
Operating profit margin	20.2	%	23.8	%	21.2	%	22.7	%

For the rolling four quarters ended September 30, 2025, the operating profit margin for petroleum additives was 21.3%, which is within our historical range of operating profit margin. While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.

Petroleum additives selling, general, and administrative (SG&A) expenses for the third quarter of 2025 were $1.4 million higher than the third quarter of 2024 and $3.2 million higher for the first nine months of 2025 than the first nine months of 2024. SG&A expenses as a percentage of net sales were 5.1% for both the third quarter and nine months of 2025 and 4.8% for both the third quarter and nine months of 2024. Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our workforce, including travel-related expenses. While personnel-related costs fluctuate from period to period, there were no significant changes in the drivers of these costs when comparing the periods.

Our investments in petroleum additives research, development, and testing (R&D) increased $2.8 million when comparing the third quarters of 2025 and 2024 and $8.5 million when comparing the first nine months periods of 2025 and 2024. As a percentage of net sales, our R&D investment was 5.4% for the third quarter of 2025, 4.9% for the third quarter of 2024, 5.2% for the first nine months of 2025, and 4.6% for the first nine months of 2024. Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas. Our approach to R&D investments, as it is with SG&A costs, is one of purposeful spending on programs to support our current product base and to ensure that we develop products to support our customers' programs in the future. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products.

Specialty Materials Segment

The specialty materials segment reported operating profit of $6.0 million for the third quarter of 2025 as compared to $16.0 million for the third quarter of 2024. For the first nine months of 2025, operating profit was $39.7 million as compared to operating profit of $16.0 million for the period from the AMPAC acquisition date of January 16, 2024 to September 30, 2024. The decrease in specialty materials operating profit for the third quarter comparison was primarily the result of timing of shipments, while the increase in specialty materials operating profit for the nine months comparison was primarily the result of higher product volumes.

The specialty materials results for the 2024 periods include the sale of AMPAC finished goods inventory that we acquired at closing. The acquired inventory was recorded at fair value on the acquisition date and sold during 2024, generating no margin.

We may experience substantial variation in quarterly results for the specialty materials segment on an ongoing basis due to the nature of its business.

The following discussion references certain captions on the Consolidated Statements of Income.

Interest and Financing Expenses, Net

Interest and financing expenses were $8.4 million for the third quarter of 2025, $14.2 million for the third quarter of 2024, $29.8 million for the first nine months of 2025, and $45.7 million for the first nine months of 2024.

The decrease for both the third quarter and nine months comparisons resulted primarily from lower average debt outstanding, along with a lower average interest rate.

Other Income (Expense), Net

Other income (expense), net was income of $13.3 million for the third quarter of 2025, $13.8 million for the third quarter of 2024, $43.5 million for the first nine months of 2025, and $38.3 million for the first nine months of 2024. The amounts for both the 2025 and 2024 third quarter and nine months periods primarily reflect the components of net periodic benefit cost (income), except for service cost, from defined benefit pension and postretirement plans. See Note 5 for further information on total periodic benefit cost (income).

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Income Tax Expense

Income tax expense was $35.3 million for the third quarter of 2025 and $36.8 million for the third quarter of 2024. The effective tax rate was 26.1% for the third quarter of 2025 and 21.8% for the third quarter of 2024. Income tax expense decreased $7.3 million due to lower income, which was partially offset by an increase of $5.8 million resulting from the higher effective tax rate.

Income tax expense was $109.9 million for the first nine months of 2025 and $98.2 million for the first nine months of 2024. The effective tax rate was 24.6% for the first nine months of 2025 and 21.8% for the first nine months of 2024. Income tax expense increased $12.3 million due to the higher effective tax rate, which was slightly offset by lower income.

The increase in the tax rate for both periods was primarily driven by changes in estimates related to prior year taxes and income and withholding taxes on our foreign earnings.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The 2025 impacts of the OBBBA have been recorded in the income tax provision for the third quarter and nine months ended September 30, 2025. These impacts were not material. We are continuing to assess the impact of the provisions of the OBBBA that are effective in future years.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at September 30, 2025 were $102.5 million, an increase of $25.0 million since December 31, 2024.

Cash and cash equivalents held by our foreign subsidiaries amounted to $96.2 million at September 30, 2025 and $71.3 million at December 31, 2024. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences from future distributions of foreign earnings.

A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries.

We expect that cash from operations, together with borrowing available under our revolving credit facility, will continue to be sufficient to cover our operating needs including planned short-term and long-term capital expenditures.

Cash Flows – Operating Activities

Cash provided from operating activities for the first nine months of 2025 was $423.8 million, including $4.5 million of lower working capital requirements. The $4.5 million excluded an unfavorable foreign currency impact to the components of working capital on the balance sheet.

When comparing the September 30, 2025 balances with those at December 31, 2024, the most significant changes in working capital included increases in trade and other accounts receivable and accounts payable. The increase in trade and other accounts receivable primarily reflects higher sales during the third quarter of 2025 compared to the fourth quarter of 2024. The increase in accounts payable is primarily the result of increased purchases during the third quarter of 2025 and normal invoice payment timing.

Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of $690.7 million at September 30, 2025 and $655.1 million at December 31, 2024. The current ratio was 2.68 at September 30, 2025 and 2.75 at December 31, 2024.

Cash Flows – Investing Activities

Cash used in investing activities totaled $49.6 million during the first nine months of 2025, comprised of capital expenditures. We expect that our total capital spending during 2025 will be in the $70 million to $100 million range and will include improvements to our manufacturing and R&D infrastructure around the world.

Included in the expected capital expenditures for 2025 is a capital investment to expand AMPAC's ammonium perchlorate production capabilities in support of growing solid rocket motor demand. The project of up to $100 million is currently scheduled to be completed during 2026 and includes the construction of an additional production line, increasing capacity by more than 50%. The increased capacity will allow AMPAC to meet the anticipated future demand of U.S. military and space launch programs, while also addressing the needs of U.S. allies in these critical areas.

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We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our revolving credit facility.

Cash Flows – Financing Activities

Cash used in financing activities during the first nine months of 2025 amounted to $350.1 million. These cash flows included principal payments of $150.0 million on the term loan and $50 million on the 3.78% senior notes, cash dividends of $77.7 million, and repurchases of our common stock of $77.2 million, which were partially offset by net borrowings of $11.0 million on the revolving credit facility.

Debt

Our long-term debt was $783.1 million at September 30, 2025 compared to $971.3 million at December 31, 2024.

See Note 9 for additional information on the 2.70% senior notes, 3.78% senior notes, term loan, and revolving credit facility, including the unused portion of our revolving credit facility.

All of our senior notes, the term loan, and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit arrangements of this nature. The covenants under the 3.78% senior notes, as well as the term loan, include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility.

The revolving credit facility contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the agreement) of no more than 3.75 to 1.00, except during an Increased Leverage Period (as defined in the agreement) at the end of each quarter. At September 30, 2025, the Leverage Ratio was 1.10 under the revolving credit facility.

At September 30, 2025, we were in compliance with all covenants under the 3.78% senior notes, 2.70% senior notes, term loan, and revolving credit facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt decreased from 39.9% at December 31, 2024 to 31.7% at September 30, 2025. The change resulted from the increase in shareholders' equity along with a net decrease in outstanding long-term debt. The increase in shareholders’ equity primarily reflects our earnings and favorable impact from foreign currency translation adjustments, partially offset by repurchases of shares of our common stock and dividend payments. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

Critical Accounting Policies and Estimates

This Form 10-Q and our 2024 Annual Report include discussions of our accounting policies, as well as methods and estimates used in the preparation of our financial statements. We also provided a discussion of Critical Accounting Policies and Estimates in our 2024 Annual Report.

There have been no significant changes in our critical accounting policies and estimates from those reported in our 2024 Annual Report.

Recent Accounting Pronouncements

For a full discussion of the more significant recently issued accounting standards, see Note 13.

Outlook

Our goal is to provide a 10% compounded return per year for our shareholders over any ten-year period (defined as earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market. 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 be beneficial for all of our stakeholders over the long term.

We expect our petroleum additives segment will continue to experience impacts to its operating performance during the remainder of 2025 due to market softness and the uncertain global economic environment in which we operate. Nonetheless, we anticipate continued solid results from this segment in 2025. We will continue to focus on cost control and operating profit margin management, while advancing our initiatives to build a global manufacturing network that will enable more efficient product delivery to our customers in the years ahead.

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Over the past several years we have made significant investments in our petroleum additives business as the industry fundamentals remain positive. These investments have been, and will continue to be, focused on operational efficiencies, organizational talent, and technology development and processes, as well as global infrastructure, including technical centers, production capabilities and geographic expansion. We intend to utilize these investments to improve our ability to deliver the solutions that our customers value, expand our global reach, and enhance our operating results. We will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.

In addition to the ongoing investments we make in our petroleum additives business, we have, since 2024, completed the acquisition of two companies - AMPAC and Calca - which constitute our specialty materials segment. We continue to focus on the integration of these companies into our business, and we anticipate solid results from both companies. We may experience substantial variation in quarterly results for the specialty materials segment on an ongoing basis due to the nature of the business, including any impact from shutdowns of the U.S. government.

Our business typically generates significant amounts of cash beyond its operational needs. We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers.

While our recent acquisitions of AMPAC and Calca were outside of our core petroleum additives business, we believe both presented an excellent opportunity to provide long-term value for our shareholders. Nonetheless, our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that the petroleum additives industry will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

At September 30, 2025, there were no material changes in our market risk from the information provided in the 2024 Annual Report.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Under Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, which occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material changes to our legal proceedings as disclosed in "Legal Proceedings" in Item 3 of Part I of the 2024 Annual Report.

ITEM 5. Other Information

During the quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of NewMarket Corporation adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) or Regulation S-K.

ITEM 6. Exhibits


Exhibit 3.1			Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012)
Exhibit 3.2			NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015)
Exhibit 31(a)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 31(b)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald
Exhibit 32(a)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 32(b)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald
Exhibit 101			Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document)
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

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 thereunto duly authorized.


			NEWMARKET CORPORATION
			(Registrant)

Date: October 31, 2025			By: /s/ Timothy K. Fitzgerald
			Timothy K. Fitzgerald
			Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

Date: October 31, 2025			By: /s/ Ann P. Pietrantoni
			Ann P. Pietrantoni
			Controller
			(Principal Accounting Officer)

NEWMARKET CORP 10-Q