NewMarket CEO Vests Performance Shares, Sells to Cover Taxes
NEWMARKET CORP
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Filing Summary
NewMarket CEO Vests Performance Shares
Company: NEWMARKET CORP (NEU) Form: 4 | Filed: 2026-02-09 Significance: Low
Insider: GOTTWALD THOMAS E Title: Chairman, President & CEO | Relationship: Director, Officer
Transaction: • Type: Grant (Performance Stock Vesting) • Shares Acquired: 655 • Price: $0.00 • Value: $0.00 • Shares Sold for Tax: 203 at $714.88 • Owned After (Direct): 38,232
Key Insight: This is a routine, non-discretionary transaction related to executive compensation. The insider received 655 shares from a performance award and immediately sold 203 shares to cover the associated tax liability, resulting in a net acquisition of 452 shares.
Market Context: The transaction's market value represents less than 0.01% of NewMarket's $6.8B market cap, indicating minimal market impact.
Comprehensive Analysis
SEC Filing Analysis: NEWMARKET CORP (NEU)
Executive Summary
- Trading Significance: Low
- Key Takeaway: The Chairman, President & CEO, Thomas E. Gottwald, acquired a net 452 shares after a performance stock award vested and a portion was automatically sold to cover taxes. This is a routine compensation event, not a discretionary trade.
- Market Impact: Negligible. The transaction is too small relative to the company's market capitalization to influence the stock price.
Company Information
| Field | Value |
|---|---|
| Company | NEWMARKET CORP |
| Ticker Symbol | NEU |
| CIK | 0001282637 |
| Industry | Industrial Organic Chemicals |
Insider Information
| Field | Value |
|---|---|
| Name | GOTTWALD THOMAS E |
| CIK | 0001246518 |
| Title/Position | Chairman, President & CEO |
| Relationship | Director, Officer |
Transaction Details
This filing reports two related transactions: an award and a subsequent sale to cover taxes.
Transaction 1: Award
| Field | Value |
|---|---|
| Form Type | 4 |
| Transaction Date | 2026-02-05 |
| Transaction Code | A (Award) |
| Security Type | Common Stock |
| Shares Involved | 655 |
| Price Per Share | $0.00 |
| Total Value | $0.00 |
| Ownership Type | Direct |
Transaction 2: Tax Withholding
| Field | Value |
|---|---|
| Transaction Code | F (Payment of tax liability by withholding security) |
| Shares Involved | 203 |
| Price Per Share | $714.88 |
| Total Value | $145,120.64 |
| Ownership Type | Direct |
Final Direct Shares Owned After Both Transactions: 38,232
Financial Impact Assessment
Transaction Materiality
| Metric | Value |
|---|---|
| Market Value of Award (655 shares @ $714.88) | $468,246.40 |
| % of Market Cap ($6.80B) | 0.007% |
| Net Shares Acquired | 452 |
| % of Shares Outstanding (9.4M) | 0.005% |
| Post-Transaction Total Ownership (Direct & Indirect) | ~374,265 shares (~3.98% of outstanding) |
| Materiality Assessment | Low |
Impact Evaluation
- Market Cap Context: For a large-cap company with a $6.80 billion market capitalization, the transaction's market value of approximately $468k is immaterial.
- Ownership Concentration: While the transaction itself is small, the insider maintains a significant stake in the company, holding approximately 3.98% of all outstanding shares through direct and indirect means. This indicates strong alignment with shareholder interests.
- Dilution Impact: The issuance of 655 new shares represents a negligible dilution of ~0.007% to existing shareholders.
- Transaction Significance: The transaction is classified as 'Low' significance because it is a non-discretionary compensation event and its value is a very small fraction of the company's market cap and public float.
Market Impact Analysis
Stock Impact Prediction
- Direction: Neutral
- Reasoning: This is a routine vesting of performance-based compensation, not an open-market purchase or sale reflecting a change in the insider's sentiment. The 'sell-to-cover' portion is an automatic, non-discretionary action to satisfy tax obligations.
Volume & Sentiment
- Expected Volume Impact: None. The transaction is too small to affect trading volume.
- Sentiment Indicator: Neutral. The market generally does not react to these types of routine compensation-related filings.
Additional Context
Transaction Notes
- Special Circumstances: The filing details the vesting of Performance Stock (Code 'A') and the subsequent automatic withholding of shares to cover tax obligations (Code 'F'). This is standard practice for equity compensation.
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Important Disclaimer
This content is drawn from public SEC filings and may contain errors. It is for informational purposes only and is not investment, legal, or tax advice.
Nothing here is a recommendation to buy, sell, or hold any security. Do your own due diligence.
