NewMarket (NEU) Form 4: Gift of 315 Shares by CEO; Detailed Trust and GRAT Ownership

Rhea-AI Filing Summary

Thomas E. Gottwald, Chairman, President & CEO of NewMarket Corporation (NEU), reported a Form 4 disclosing a transaction on 08/25/2025. The filing shows a disposition of 315 shares (transaction code G) and a detailed breakdown of his beneficial ownership across direct and multiple indirect holdings, including 20,612 shares held directly, multiple small trusts for grandchildren, a 39,593.43-share NewMarket Savings Plan holding, 63,607 shares in a 2022 GRAT and 225,000 shares in a 2025 GRAT. The filing notes the Savings Plan increase results from periodic purchases by the Plan Trustee. The Form 4 was signed by a power of attorney on 09/03/2025.

Positive

• Complete disclosure of direct and extensive indirect holdings, improving transparency for investors
• Savings Plan purchases are identified as periodic, showing an ongoing accumulation mechanism for employee/insider plan participants
• Disposition coded G indicates a gift transfer rather than a market sale, suggesting no immediate cashing out

Negative

• Small disposition of 315 shares was reported, reducing direct holdings from prior levels by that amount

Insights

Securities Analyst

TL;DR: Insider reported a small gift disposition and detailed substantial indirect holdings, signaling no material change to control.

The 315-share transaction is coded G, indicating a gift rather than a market sale, and is immaterial relative to the aggregate beneficial holdings disclosed. The report provides transparency on concentrated family and trust holdings, including sizable GRAT positions totaling 288,607 shares (2022 and 2025 GRATs combined) and a significant Savings Plan balance of 39,593.43 shares. For investors, the filing documents ownership structure and ongoing plan purchases that modestly increase plan-held shares but do not indicate a change in corporate control or liquidity events.

Corporate Governance Expert

TL;DR: Disclosure is thorough; transaction appears routine and governance impacts are minimal.

The Form 4 lists direct and numerous indirect holdings held in trusts and on behalf of family members, demonstrating customary estate and compensation planning. The small disposition (315 shares) under code G aligns with transfer to another person and is unlikely to affect voting control or strategic direction. The periodic purchases by the Plan Trustee, explicitly noted, are administrative and increase plan holdings over time. No departures, option exercises, or other governance red flags are reported.

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

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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^*

GOTTWALD THOMAS E

(Last) (First) (Middle)

330 SOUTH FOURTH STREET

(Street)

RICHMOND VA 23219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWMARKET CORP [ NEU ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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

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

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

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	08/25/2025		G		315	D	$0	20,612	D
Common Stock								2,316	I	Shares held as trustee for grandchild (trust 1)
Common Stock								1,868	I	Shares held as trustee for grandchild (trust 2)
Common Stock								1,680	I	Shares held as trustee for grandchild (trust 3)
Common Stock								1,558	I	Shares held as trustee for grandchild (trust 4)
Common Stock								1,286	I	Shares held as trustee for grandchild (trust 5)
Common Stock								955	I	Shares held as trustee for grandchild (trust 6)
Common Stock								984	I	Shares held as trustee for grandchild (trust 7)
Common Stock								576	I	Shares held as trustee for grandchild (trust 8)
Common Stock								438	I	Shares held as trustee for grandchild (trust 9)
Common Stock								402	I	Shares held as trustee for grandchild (trust 10)
Common Stock								132	I	Shares held as trustee for grandchild (trust 11)
Common Stock								198	I	Shares held as trustee for grandchild (trust 12)
Common Stock								132	I	Shares held as trustee for grandchild (trust 13)
Common Stock								39,593.43(1)	I	NewMarket Savings Plan
Common Stock								5,087	I	Shares held by reporting person's wife
Common Stock								46,407	I	Shares held as co-trustee fbo (among others reporting Floyd D. Gottwald)
Common Stock								6,889	I	Shares held as co-trustee fbo children dtd. 12/16/1991
Common Stock								63,607	I	2022 GRAT
Common Stock								225,000	I	2025 GRAT

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

Explanation of Responses:

1. The increase in shares is due to periodic purchases by the Plan Trustee pursuant to the Plan.

	/s/ Anne-Marie Anderson (by Power of Attorney for Thomas E. Gottwald)	09/03/2025
	** 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.
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FAQ

What transaction did Thomas E. Gottwald report on Form 4 for NEU?

The filing reports a disposition of 315 shares on 08/25/2025, recorded with transaction code G.

How many NEU shares does Thomas E. Gottwald beneficially own after the reported transaction?

The Form 4 shows 20,612 shares directly plus numerous indirect holdings including trusts, a 39,593.43-share Savings Plan, and GRATs totaling 288,607 shares.

What does transaction code G mean in the Form 4?

Code G denotes a gift, indicating the 315-share disposition was a transfer by gift rather than a sale for proceeds.

Did the Form 4 indicate any option exercises or derivative transactions?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.

Why did the Savings Plan shares increase according to the filing?

The filing explains the increase is due to periodic purchases by the Plan Trustee pursuant to the Plan.