NewMarket (NEU) CFO logs small tax-withholding share move, retains 622 shares

Rhea-AI Filing Summary

NewMarket Corp Vice President & CFO Timothy K. Fitzgerald reported a small tax-related share disposition. On February 19, 2026, 34 shares of NewMarket common stock were withheld by the company at a price of $607.04 per share to satisfy tax obligations from vesting restricted stock granted on February 19, 2021. After this withholding, Fitzgerald directly owned 622 shares of common stock. He also held an additional 358.24 shares indirectly through the NewMarket Savings Plan, where the increase in plan shares reflects periodic purchases by the plan trustee.

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

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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^*

FITZGERALD TIMOTHY K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		34(1)	D	$607.04	622	D
Common Stock								358.24(2)	I	NewMarket Savings Plan

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. Shares withheld by the Company to satisfy tax withholding obligations related to the vesting of shares of restricted stock granted to the reporting person effective February 19, 2021.

2. The increase in shares is due to periodic purchase by the Plan Trustee pursuant to the Plan.

	/s/ Anne-Marie Anderson, (by Power of Attorney for Timothy K. Fitzgerald)	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NewMarket Corp (NEU) report for Timothy K. Fitzgerald?

NewMarket Corp reported that CFO Timothy K. Fitzgerald had 34 shares of common stock withheld by the company to cover tax obligations on vesting restricted stock. This was a tax-withholding disposition, not an open-market trade, and left him with 622 directly held shares.

Was the NewMarket (NEU) insider activity a sale or tax withholding?

The activity was tax withholding, not a market sale. The company withheld 34 shares of NewMarket common stock at $607.04 per share to satisfy Fitzgerald’s tax obligations tied to vesting restricted stock granted on February 19, 2021.

How many NewMarket (NEU) shares does Timothy K. Fitzgerald hold after the reported transaction?

After the transaction, Fitzgerald directly held 622 NewMarket common shares. He also indirectly held 358.24 additional shares through the NewMarket Savings Plan, where plan trustee purchases periodically increase his plan-related holdings over time.

What is the role of the NewMarket Savings Plan in Fitzgerald’s NEU holdings?

Fitzgerald’s indirect ownership in NewMarket comes through the NewMarket Savings Plan, where he held 358.24 shares after the reported date. According to a footnote, increases in these plan shares result from periodic purchases by the plan trustee under the plan.

On what date did the NewMarket (NEU) insider tax-withholding transaction occur?

The tax-withholding transaction occurred on February 19, 2026. On that date, NewMarket withheld 34 shares of common stock from CFO Timothy K. Fitzgerald to cover taxes arising from vesting restricted stock originally granted effective February 19, 2021.

What price per share was used for the NewMarket (NEU) tax-withholding shares?

The tax-withholding disposition used a price of $607.04 per NewMarket common share. At that price, 34 shares were withheld by the company from CFO Timothy K. Fitzgerald to satisfy tax obligations associated with his vesting restricted stock award.