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Gulf Hungary’s Quaker (NYSE: KWR) stake is heavily pledged

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SCHEDULE 13D/A

Rhea-AI Filing Summary

Quaker Chemical Corporation (KWR) has received an updated Schedule 13D/A (Amendment No. 41) from Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly owned subsidiary QH Hungary Holdings Limited, confirming continued beneficial ownership of 3,639,017 shares of Common Stock, or 21.1% of the company, based on 17,207,702 shares outstanding as of July 27, 2026.

The amendment centers on an August 20, 2026 release of escrowed shares tied to indemnification obligations from Quaker Chemical’s acquisition of Global Houghton Ltd. A portion of escrowed shares was delivered to Quaker Chemical to satisfy those obligations, and 3,905 shares were released to Gulf Hungary. QH Hungary continues to hold 3,635,112 shares directly, all subject to a Shareholder Agreement, with significant blocks pledged under margin loan and prepaid variable share forward arrangements with Citibank and Royal Bank of Canada.

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Aggregate beneficial ownership 3,639,017 Shares Total shares beneficially owned by Gulf Hungary and QH Hungary
Ownership percentage 21.1 % Portion of Quaker Chemical Common Stock beneficially owned by the reporting persons
Shares outstanding 17,207,702 Shares Common Stock outstanding as of July 27, 2026, per Quaker’s Form 10-Q
QH Hungary direct holdings 3,635,112 Shares Shares of Quaker Chemical held directly by QH Hungary
Gulf Hungary direct holdings 3,905 Shares Shares of Quaker Chemical held directly by Gulf Hungary
Margin Loan pledged shares 2,100,000 Shares Shares pledged and registered with Citigroup Global Markets Inc. as Margin Loan Custodian
Citibank PVF pledged shares 1,137,630 Shares Shares pledged to Citibank under Citi PVF Security Agreement
RBC PVF pledged shares 397,482 Shares Shares pledged to Royal Bank of Canada under RBC PVF Security Agreement
Prepaid Variable Share Forward Transactions financial
"to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions"
Pledge and Security Agreement financial
"pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank"
Margin Loan financial
"pursuant to a Pledge and Security Agreement ... to secure QH Hungary's obligations under a Margin Loan"
A margin loan is money you borrow from a brokerage using the stocks or funds you already own as collateral, similar to taking a loan against items in a pawnshop. It lets an investor buy more securities than cash alone would allow, which can amplify gains but also magnify losses, incur interest charges and trigger forced selling if the collateral value falls below required levels—risks investors must manage carefully.
Shareholder Agreement financial
"All 3,635,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement"
Escrow Agreement financial
"pursuant to the Escrow Agreement ... to secure the Reporting Persons' indemnification obligations"
An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

FAQ

What percentage of Quaker Chemical (KWR) does Gulf Hungary currently beneficially own?

Gulf Hungary and its subsidiary QH Hungary Holdings Limited report beneficial ownership of 3,639,017 shares of Quaker Chemical Common Stock, representing approximately 21.1% of the issued and outstanding Common Stock, based on 17,207,702 shares outstanding as of July 27, 2026.

What is the main purpose of Schedule 13D/A Amendment No. 41 for KWR?

Amendment No. 41 reports the August 20, 2026 release from escrow of shares previously held in Citibank N.A.’s name to secure indemnification obligations from Quaker Chemical’s acquisition of Global Houghton Ltd., with some shares delivered to Quaker Chemical and 3,905 shares released to Gulf Hungary.

How many Quaker Chemical (KWR) shares are directly held by QH Hungary Holdings Limited?

QH Hungary Holdings Limited directly holds 3,635,112 shares of Quaker Chemical Common Stock. Gulf Hungary is the indirect beneficial owner of these shares through its 100% ownership of QH Hungary, and also directly owns an additional 3,905 shares.

How many Quaker Chemical (KWR) shares held by QH Hungary are pledged as collateral?

Of QH Hungary’s 3,635,112 shares, 2,100,000 shares are pledged under a Margin Loan with Citigroup Global Markets Inc. as custodian; 1,137,630 shares are pledged to Citibank under a Prepaid Variable Share Forward structure; and 397,482 shares are pledged to Royal Bank of Canada under a similar structure.

What agreements affect the KWR shares held by QH Hungary?

All 3,635,112 shares held directly by QH Hungary remain subject to a Shareholder Agreement. In addition, large blocks are pledged under a Pledge and Security Agreement, a Margin Loan, and multiple Prepaid Variable Share Forward Transactions with Citibank and Royal Bank of Canada.

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747316107

(CUSIP Number)
Gulf Hungary Holding Korlatolt
Felelossegu Tarsasag, 2 Furj Street, Attention: Judit Rozsa
Budapest, K5, 1124
36-20940-2900


QH Hungary Holdings Limited
BAH Center, 2 Furj Street, Attention: Judit Rozsa
Budapest, K5, 1124
36-20940-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/20/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) With respect to the numbers set forth in rows 7, 9 and 11 in the table above, these consist of 3,905 shares of Common Stock of the Issuer ("Shares") beneficially owned and held directly by Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (a "Reporting Person" or "Gulf Hungary"). (2) With respect to the numbers set forth in rows 8, 10 and 11 in the table above, these consist of 3,635,112 Shares owned directly by Gulf Hungary's wholly-owned subsidiary QH Hungary Holdings Limited (also a "Reporting Person" or "QH Hungary"), of which: 2,100,000 Shares are pledged to and registered in the name of Citigroup Global Markets Inc., as custodian for the benefit of QH Hungary (in such capacity, the "Margin Loan Custodian") pursuant to a Pledge and Security Agreement (as defined in the Original Schedule 13D) to secure QH Hungary's obligations under a Margin Loan (as defined in the Original Schedule 13D); 1,137,630 Shares are pledged to Citibank N.A. ("Citibank") and held at Citigroup Global Markets Inc. (the "Citi PVF Custodian") pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the "Citi PVF Security Agreement") to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the "Citi Master Confirmation"), between QH Hungary and Citibank, as amended and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021, November 22, 2023 and May 22, 2025 (the "First Citi Supplemental Confirmation"), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024, November 22, 2024 and May 26, 2026 (the "Second Citi Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Third Citi Supplemental Confirmation"), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the "Fourth Citi Supplemental Confirmation"), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Fifth Citi Supplemental Confirmation"), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan"), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022, and as further amended on May 22, 2024 and May 26, 2026 (the "Sixth Citi Supplemental Confirmation"), (vii) Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022, and as further amended on May 22, 204 and May 26, 2026 (the "Seventh Citi Supplemental Confirmation"), (viii) Supplemental Confirmation No. 8, dated May 22, 2024 and amended and restated on November 25, 2025 (the "Eighth Citi Supplemental Confirmation"), (ix) Supplemental Confirmation No. 9, dated November 22, 2024 (the "Ninth Citi Supplemental Confirmation") and (x) Supplemental Confirmation No. 10, dated November 25, 2025 (the "Tenth Citi Supplemental Confirmation"), as further described in Item 6 below. 397,482 Shares are pledged to Royal Bank of Canada ("RBC") and held at RBC Capital Markets LLC (the "RBC PVF Custodian") pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the "RBC PVF Security Agreement") to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the "RBC Master Confirmation"), between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024, November 22, 2024 and May 26, 2026 (the "First RBC Supplemental Confirmation"), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the "Second RBC Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Third RBC Supplemental Confirmation"), (iv) Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and further amended and restated on March 6, 2023 (the "Fourth RBC Supplemental Confirmation"), (v) Supplemental Confirmation No. 5, dated May 22, 2024 and amended and restated on November 25, 2025 (the "Fifth RBC Supplemental Confirmation"), (vi) Supplemental Confirmation No. 6, dated November 22, 2024 (the "Sixth RBC Supplemental Confirmation") and (vii) Supplemental Confirmation No. 7, dated November 25, 2025 (the "Seventh RBC Supplemental Confirmation"), as further described in Item 6 below. (3) With respect to the percentage set forth in row 13 in the table above, this is based upon 17,207,702 Shares of Common Stock outstanding as of July 27, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on July 30, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) With respect to the numbers set forth in rows 8, 10 and 11 in the table above, these consist of 3,635,112 Shares beneficially owned by QH Hungary, of which: 2,100,000 Shares are pledged to and registered in the name of the Margin Loan Custodian pursuant to a Pledge and Security Agreement to secure QH Hungary's obligations under a Margin Loan; 1,137,630 Shares are pledged to Citibank N.A. ("Citibank") and held at Citigroup Global Markets Inc. (the "Citi PVF Custodian") pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the "Citi PVF Security Agreement") to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the "Citi Master Confirmation"), between QH Hungary and Citibank, as amended and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021, November 22, 2023 and May 22, 2025 (the "First Citi Supplemental Confirmation"), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024, November 22, 2024 and May 26, 2026 (the "Second Citi Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Third Citi Supplemental Confirmation"), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the "Fourth Citi Supplemental Confirmation"), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Fifth Citi Supplemental Confirmation"), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan"), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022, and as further amended on May 22, 2024 and May 26, 2026 (the "Sixth Citi Supplemental Confirmation"), (vii) Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022, and as further amended on May 22, 204 and May 26, 2026 (the "Seventh Citi Supplemental Confirmation"), (viii) Supplemental Confirmation No. 8, dated May 22, 2024 and amended and restated on November 25, 2025 (the "Eighth Citi Supplemental Confirmation"), (ix) Supplemental Confirmation No. 9, dated November 22, 2024 (the "Ninth Citi Supplemental Confirmation") and (x) Supplemental Confirmation No. 10, dated November 25, 2025 (the "Tenth Citi Supplemental Confirmation"), as further described in Item 6 below. 397,482 Shares are pledged to Royal Bank of Canada ("RBC") and held at RBC Capital Markets LLC (the "RBC PVF Custodian") pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the "RBC PVF Security Agreement") to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the "RBC Master Confirmation"), between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024, November 22, 2024 and May 26, 2026 (the "First RBC Supplemental Confirmation"), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the "Second RBC Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022, May 22, 2024 and May 26, 2026 (the "Third RBC Supplemental Confirmation"), (iv) Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and further amended and restated on March 6, 2023 (the "Fourth RBC Supplemental Confirmation"), (v) Supplemental Confirmation No. 5, dated May 22, 2024 and amended and restated on November 25, 2025 (the "Fifth RBC Supplemental Confirmation"), (vi) Supplemental Confirmation No. 6, dated November 22, 2024 (the "Sixth RBC Supplemental Confirmation") and (vii) Supplemental Confirmation No. 7, dated November 25, 2025 (the "Seventh RBC Supplemental Confirmation"), as further described in Item 6 below. (2) With respect to the percentage set forth in row 13 in the table above, this is based upon 17,207,702 Shares of Common Stock outstanding as of July 27, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on July 30, 2026.


SCHEDULE 13D


Gulf Hungary Holding Korlatolt Felelossegu Tarsasag
Signature:/s/ Judit Rozsa
Name/Title:Judit Rozsa, Managing Director
Date:08/24/2026
Signature:/s/ Dr. Balazs Horvath
Name/Title:Dr. Balazs Horvath, Managing Director
Date:08/24/2026
QH Hungary Holdings Limited
Signature:/s/ Judit Rozsa
Name/Title:Judit Rozsa, Managing Director
Date:08/24/2026
Signature:/s/ Dr. Balazs Horvath
Name/Title:Dr. Balazs Horvath, Managing Director
Date:08/24/2026