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Quaker Chemical (KWR) major holder maintains 21% stake, updates Citi and RBC share forward deals

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Quaker Chemical Corporation’s major shareholder updates its 13D with new derivative financing and confirms a sizable stake. Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its subsidiary QH Hungary Holdings Limited report beneficial ownership of 3,640,129 shares of Quaker Chemical common stock, representing about 21.0% of the 17,340,035 shares outstanding as of October 27, 2025. QH Hungary directly owns 3,635,112 shares, while Gulf Hungary directly holds 5,017 shares held in escrow to secure indemnification obligations under a share purchase agreement.

On November 25, 2025, QH Hungary amended and restated existing prepaid variable share forward arrangements with Citibank and Royal Bank of Canada and entered into new supplemental confirmations with both banks. It paid Citibank $3,246,816 and delivered 45,000 shares, and paid RBC $2,164,547 and delivered 30,000 shares in connection with the amended contracts, while receiving $1,699,801 from Citibank and $1,133,241 from RBC for new contracts. These forward deals cover specified maximum share amounts, use price thresholds of $139.28 and $153.21 per share to determine ultimate share or cash delivery, and have settlement dates scheduled between November 29, 2027 and January 3, 2028. After these transactions, the reporting persons’ aggregate beneficial ownership percentage in Quaker Chemical remains unchanged at approximately 21.0%.

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Insights

Large KWR shareholder retools prepaid forwards with Citi and RBC while keeping a 21% stake.

The reporting group, led by Gulf Hungary and QH Hungary, continues to hold 3,640,129 shares of Quaker Chemical, or about 21.0% of the 17,340,035 shares outstanding as of October 27, 2025. QH Hungary directly owns 3,635,112 shares, with 5,017 shares held in escrow for Gulf Hungary. This filing mainly updates the structure and terms of derivative financing tied to that long-standing position rather than changing the overall ownership level.

On November 25, 2025, QH Hungary amended existing prepaid variable share forward contracts with Citibank and Royal Bank of Canada and entered into new supplemental confirmations. It paid Citibank $3,246,816 and delivered 45,000 shares, and paid RBC $2,164,547 and delivered 30,000 shares to restate certain contracts. In turn, it received $1,699,801 from Citibank and $1,133,241 from RBC under new transactions that are designed to extend settlement and raise financing while keeping upside participation in Quaker’s share price.

These forward structures reference maximum aggregate amounts of 192,200 shares and 128,133 shares under the amended contracts and 13,900 shares and 9,267 shares under the new ones, with settlements scheduled between November 29, 2027 and January 3, 2028. The number of shares (or cash equivalent) ultimately delivered will depend on the volume-weighted average price of Quaker shares relative to a floor of $139.28 and a cap of $153.21 per share. From an investor’s perspective, this signals continued use of structured equity financing by a large holder, with potential future share deliveries to the banks, but no immediate change in reported ownership.






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).






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 5,017 shares of Common Stock of the Issuer ("Shares") beneficially owned by Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (a "Reporting Person" or "Gulf Hungary"), which are held in the name of Citibank N.A. pursuant to an Escrow Agreement (as defined in the Original Schedule 13D, as defined below) in order to secure the Reporting Person's indemnification obligations under the Share Purchase Agreement (as defined in the Original Schedule 13D). (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 and November 22, 2024 (the "Second Citi Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (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 and May 22, 2024 (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 (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 (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 and November 22, 2024 (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 and May 22, 2024 (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 17,340,035 Shares of Common Stock outstanding as of October 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on October 30, 2025.


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 and November 22, 2024 (the "Second Citi Supplemental Confirmation"), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (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 and May 22, 2024 (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 (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 (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, and November 22, 2024 (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 and May 22, 2024 (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 17,340,035 Shares of Common Stock outstanding as of October 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on October 30, 2025.


SCHEDULE 13D


Gulf Hungary Holding Korlatolt Felelossegu Tarsasag
Signature:/s/ Michael Kelleher
Name/Title:Michael Kelleher, Managing Director
Date:11/28/2025
Signature:/s/ Judit Rozsa
Name/Title:Judit Rozsa, Managing Director
Date:11/28/2025
QH Hungary Holdings Limited
Signature:/s/ Michael Kelleher
Name/Title:Michael Kelleher, Managing Director
Date:11/28/2025
Signature:/s/ Judit Rozsa
Name/Title:Judit Rozsa, Managing Director
Date:11/28/2025

FAQ

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

The reporting persons, Gulf Hungary and QH Hungary, report beneficial ownership of 3,640,129 shares of Quaker Chemical common stock, which represents approximately 21.0% of the 17,340,035 shares outstanding as of October 27, 2025.

How many Quaker Chemical (KWR) shares are directly and indirectly owned by the reporting entities?

QH Hungary directly owns 3,635,112 Quaker Chemical shares, while Gulf Hungary directly owns 5,017 shares held in escrow. Gulf Hungary is also the indirect beneficial owner of QH Hungary’s 3,635,112 shares, bringing the total beneficial ownership to 3,640,129 shares.

What derivative and pledge arrangements do Gulf Hungary and QH Hungary have on KWR shares?

Of the 3,635,112 shares held by QH Hungary, 2,100,000 are pledged under a margin loan, 1,137,630 are pledged to Citibank under prepaid variable share forward agreements, and 397,482 are pledged to Royal Bank of Canada under similar prepaid variable share forward transactions.

What new or amended contracts did QH Hungary enter into regarding Quaker Chemical (KWR) on November 25, 2025?

On November 25, 2025, QH Hungary entered into amended and restated supplemental confirmations with Citibank and RBC and also signed new supplemental confirmations with both banks. These arrangements adjust prepaid variable share forward terms tied to specified maximum share amounts and extend settlement dates while providing additional financing.

How much cash changed hands between QH Hungary and Citibank and RBC in the November 2025 KWR transactions?

QH Hungary paid $3,246,816 and delivered 45,000 shares to Citibank, and paid $2,164,547 and delivered 30,000 shares to RBC for amended contracts. In return, QH Hungary received $1,699,801 from Citibank and $1,133,241 from RBC under new supplemental confirmations.

When will the prepaid variable forward contracts on Quaker Chemical (KWR) settle and how is the share delivery calculated?

The contracts have component settlement dates based on valuation dates between November 29, 2027 and January 3, 2028. For each component, QH Hungary will deliver either shares up to a defined Subject Number or the cash equivalent, with the share amount determined by the volume-weighted average price relative to a floor of $139.28 and a cap of $153.21 per share.

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