STOCK TITAN

[Form 4] NEWMARKET CORP Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NewMarket Corporation Chairman, President & CEO Thomas E. Gottwald reported routine equity compensation activity. On February 5, 2026, he acquired 655 shares of common stock at $0.00 under performance-based restricted stock awards after the compensation committee certified the performance goals. On the same date, 203 shares were withheld at $714.88 per share to cover tax obligations tied to this vesting, leaving 38,232 common shares held directly. He also reports additional indirect holdings through his wife, multiple grandchildren’s trusts, a savings plan, co-trustee arrangements, and a 2025 GRAT.

Positive

  • None.

Negative

  • None.
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*
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)
02/05/2026
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 02/05/2026 A 655(1) A $0.00 38,435 D
Common Stock 02/05/2026 F 203(2) D $714.88 38,232 D
Common Stock 5,087 I Shares held by wife
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 1,006 I Shares held as trustee for grandchild (trust 6)
Common Stock 984 I Shares held as trustee for grandchild (trust 7)
Common Stock 627 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 183 I Shares held as trustee for grandchild (trust 11)
Common Stock 198 I Shares held as trustee for grandchild (trust 12)
Common Stock 183 I Shares held as trustee for grandchild (trust 13)
Common Stock 39,920.94(3) I NewMarket Savings Plan
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 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. On February 5, 2026, the Compensation Committee certified attainment of the performance goals for certain performance-based restricted stock awards ("Performance Stock"). The Performance Stock settled with shares of common stock.
2. Shares withheld by the Company to satisfy tax withholding obligations related to the Performance Stock that vested on February 5, 2026.
3. 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) 02/09/2026
** 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.

FAQ

What insider transaction did NewMarket (NEU) CEO Thomas E. Gottwald report?

Thomas E. Gottwald reported vesting of performance-based restricted stock, receiving 655 NewMarket common shares at $0.00. In the same filing, he also reported shares withheld for taxes and detailed his direct and indirect ownership positions in NewMarket stock.

How many NewMarket (NEU) shares does the CEO hold directly after this Form 4?

After the reported transactions, Thomas E. Gottwald holds 38,232 NewMarket common shares directly. This reflects the net result of performance stock settling into shares and a portion of those shares being withheld by the company to satisfy related tax obligations.

What does the 655-share award to NewMarket (NEU) CEO represent?

The 655-share award represents performance-based restricted stock that vested after the compensation committee certified that performance goals were achieved. These “Performance Stock” awards settled in NewMarket common shares, aligning executive compensation with previously established performance conditions.

Why were 203 NewMarket (NEU) shares withheld in this insider filing?

The filing states that 203 NewMarket common shares were withheld by the company at $714.88 per share. These shares were used to satisfy tax withholding obligations arising from the vesting of the performance-based restricted stock on February 5, 2026.

What indirect NewMarket (NEU) holdings are reported by Thomas E. Gottwald?

The CEO reports indirect beneficial ownership through multiple arrangements, including shares held by his wife, numerous trusts for grandchildren, a NewMarket Savings Plan, co-trustee holdings for family beneficiaries, and a 2025 GRAT, showing diversified family and plan-related ownership.

Does this NewMarket (NEU) Form 4 show any option or derivative activity?

The Form 4 includes a section for derivative securities but reports no derivative transactions. All detailed positions involve NewMarket common stock, with activity focused on performance-based restricted stock vesting and related tax withholding transactions on February 5, 2026.
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