Quaker Chemical (NYSE: KWR) CFO RSUs vest with shares surrendered for tax

Rhea-AI Filing Summary

Quaker Chemical EVP and CFO Thomas Coler reported routine equity compensation activity. On June 15, 2026, time-based restricted stock units and related dividend equivalent rights vested and converted into a total of 2,420 shares of common stock. In connection with this vesting, 741 shares were surrendered to cover withholding taxes, a non-market disposition that does not represent an open-market sale. The transactions reflect compensation vesting and derivative exercises rather than discretionary buying or selling.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; no open-market trades.

The Form 4 shows restricted stock units and dividend equivalent rights converting into 2,420 shares of QUAKER CHEMICAL CORP common stock on June 15, 2026. This is standard equity compensation vesting for EVP and CFO Thomas Coler.

Of these, 741 shares were surrendered under code F to satisfy tax withholding obligations at a reference price of $144.46 per share. Code F indicates a tax-withholding disposition, not an open-market sale, so it carries limited signaling value for investor sentiment.

The filing also shows that the underlying RSUs and dividend equivalent rights were fully settled, with no remaining derivative positions listed in this excerpt. Overall, the pattern is consistent with routine executive compensation mechanics rather than a change in the CFO’s fundamental exposure to KWR stock.

Insider Trade Summary

2,420 shares exercised/converted

Mixed 5 txns

Insider Coler Thomas

Role EVP, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,352	$0.00	--
Exercise	Dividend Equivalent Rights	68	$0.00	--
Exercise	Common Stock	2,352	$0.00	--
Exercise	Common Stock	68	$0.00	--
Tax Withholding	Common Stock	741	$144.46	$107K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Dividend Equivalent Rights — 0 shares (Direct, null); Common Stock — 3,830 shares (Direct, null)

Footnotes (1)

1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis. Dividend equivalent rights (DERs) accrued on reporting person's RSUs granted on June 15, 2024. The rights accrued when and as dividends were paid on KWR common stock. This Form 4 reports the settlement of DERs in connection with the vesting of RSUs on June 15, 2026. Each DER was the economic equivalent of one share of KWR common stock. Shares surrendered by reporting person to satisfy withholding tax obligation upon vesting of restricted stock units previously granted under the Company's Long-Term Performance Incentive Plan. On June 15, 2024, the reporting person was granted 2,352 time-based RSUs, vesting 100% on June 15, 2026.

Key Figures

Tax-withheld shares: 741 shares at $144.46 RSUs converted: 2,352 shares Dividend equivalent rights converted: 68 shares +3 more

6 metrics

Tax-withheld shares 741 shares at $144.46 Shares surrendered for tax withholding on June 15, 2026

RSUs converted 2,352 shares Time-based restricted stock units converting one-for-one into common stock

Dividend equivalent rights converted 68 shares DERs settling into common stock upon RSU vesting

Total shares from vesting 2,420 shares Combined RSU and DER conversions on June 15, 2026

Derivative exercises 2 transactions, 2,420 shares Exercise of derivative awards (RSUs and DERs) reported in summary

Tax-withholding events 1 transaction, 741 shares Non-market disposition under transaction code F

Key Terms

Restricted Stock Units, Dividend Equivalent Rights, withholding tax obligation, Long-Term Performance Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"Restricted stock units (RSUs) convert into common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Dividend Equivalent Rights financial

"Dividend equivalent rights (DERs) accrued on reporting person's RSUs granted on June 15, 2024."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

withholding tax obligation financial

"Shares surrendered by reporting person to satisfy withholding tax obligation upon vesting of restricted stock units."

Long-Term Performance Incentive Plan financial

"RSUs previously granted under the Company's Long-Term Performance Incentive Plan."

derivative security financial

"Transaction code description notes exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coler Thomas

(Last) (First) (Middle)

901 E. HECTOR STREET

(Street)

CONSHOHOCKEN PENNSYLVANIA 19428-2380

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
QUAKER CHEMICAL CORP [ KWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/15/2026		M		2,352	A	(1)	3,830	D
Common Stock	06/15/2026		M		68	A	(2)	3,898	D
Common Stock	06/15/2026		F		741(3)	D	$144.46	3,157	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/15/2026		M			2,352	(4)	(4)	Common Stock	2,352	$0	0	D
Dividend Equivalent Rights	(2)	06/15/2026		M			68	(2)	06/15/2026	Common Stock	68	(2)	0	D

Explanation of Responses:

1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis.

2. Dividend equivalent rights (DERs) accrued on reporting person's RSUs granted on June 15, 2024. The rights accrued when and as dividends were paid on KWR common stock. This Form 4 reports the settlement of DERs in connection with the vesting of RSUs on June 15, 2026. Each DER was the economic equivalent of one share of KWR common stock.

3. Shares surrendered by reporting person to satisfy withholding tax obligation upon vesting of restricted stock units previously granted under the Company's Long-Term Performance Incentive Plan.

4. On June 15, 2024, the reporting person was granted 2,352 time-based RSUs, vesting 100% on June 15, 2026.

Remarks:

	Victoria K. Gehris, Attorney-in-Fact for Thomas Coler	06/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Quaker Chemical (KWR) CFO Thomas Coler report in this Form 4?

Thomas Coler reported vesting of equity awards that converted into common shares, plus shares surrendered for taxes. The activity reflects routine settlement of restricted stock units and dividend equivalent rights, not discretionary open-market buying or selling of Quaker Chemical stock.

How many Quaker Chemical shares came from the RSU and DER vesting for KWR CFO?

The filing shows 2,352 restricted stock units and 68 dividend equivalent rights converting into a total of 2,420 shares of Quaker Chemical common stock. Each unit and right was economically equivalent to one KWR share upon settlement.

Were any Quaker Chemical (KWR) shares sold on the open market in this Form 4?

No open-market sales are reported. The only disposition is a code F transaction where 741 shares were surrendered to cover withholding taxes tied to RSU vesting, which is treated as a non-market tax withholding event rather than a discretionary sale.

What does the tax-withholding disposition mean in Quaker Chemical CFO’s Form 4?

The tax-withholding disposition shows 741 shares of Quaker Chemical common stock surrendered at $144.46 per share to satisfy tax obligations. This is a standard mechanism when equity awards vest and does not reflect an active decision to sell shares in the market.

What are dividend equivalent rights mentioned in the KWR Form 4 for Thomas Coler?

Dividend equivalent rights (DERs) are incentives that mirror dividends on underlying RSUs. Coler’s DERs accrued on RSUs granted on June 15, 2024 and settled into 68 shares of Quaker Chemical stock when the related RSUs vested on June 15, 2026.

How were Quaker Chemical restricted stock units structured for the KWR CFO?

Footnotes state Coler received 2,352 time-based RSUs on June 15, 2024, scheduled to vest 100% on June 15, 2026. Each RSU converts into one share of Quaker Chemical common stock upon vesting, subject to applicable tax withholding at settlement.