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What changed in QUAKER CHEMICAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of QUAKER CHEMICAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+363 added−348 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-24)

Top changes in QUAKER CHEMICAL CORP's 2025 10-K

363 paragraphs added · 348 removed · 275 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSustainability Report We report our progress on our Sustainability strategy in our sustainability report, which is published annually and is available on our corporate website at https://home.quakerhoughton.com/sustainability. The Company’s 2023 Sustainability Report reflects the most recent data on a variety of topics, including specific information relating to the Company’s environmental, social, and governance initiatives.
Biggest changeThe Company’s 2024 Sustainability Report reflects the most recent data on a variety of topics, including specific information relating to the Company’s environmental, social, and governance initiatives. Information in these sustainability reports and on our website are not incorporated by reference in this Report and, accordingly, should not be considered part of this Report.
Furthermore, steel and aluminum customers typically have limited manufacturing locations compared to metalworking customers and generally use higher volumes of products at a single location. 2 Raw Materials Quaker Houghton uses approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals, surfactant agents, and various chemical compounds that act as additives to our base formulations.
Furthermore, steel and aluminum customers typically have limited manufacturing locations compared to metalworking customers and generally use higher volumes of products at a single location. Raw Materials Quaker Houghton uses approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals, surfactant agents and various chemical compounds that act as additives to our base formulations.
We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of economic downturns, tariffs, including uncertainty surrounding changes in tariffs, inflation, and global supply chain constraints on the Company’s business, results of operations, and financial condition; our expectation that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility; expectations about future demand and raw material costs; and statements regarding the impact of increased raw material costs and pricing initiatives.
We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of economic downturns, tariffs, including retaliatory tariffs, “trade wars” and uncertainty surrounding changes in tariffs, inflation, and global supply chain constraints on the Company’s business, results of operations, and financial condition; our expectation that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility; expectations about future demand and raw material costs; and statements regarding the impact of increased raw material costs and pricing initiatives.
The Company principally relies on its proprietary formulae and its applications know-how and experience to meet customer needs. Quaker Houghton products are identified by numerous trademarks that are registered throughout its marketing area. Research and Development- Laboratories The Company maintains approximately 30 separate laboratory facilities worldwide that are primarily devoted to applied research and development.
The Company principally relies on its proprietary formulas and its applications know-how and experience to meet customer needs. Quaker Houghton products are identified by numerous trademarks that are registered throughout its marketing area. Research and Development- Laboratories The Company maintains approximately 30 separate laboratory facilities worldwide that are primarily devoted to applied research and development.
The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, specialty greases, offshore sub-sea energy control fluids, rolling lubricants, rod and wire drawing fluids and surface treatment chemicals.
The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, surface solutions, specialty greases, offshore sub-sea energy control fluids, rolling lubricants, and rod and wire drawing fluids.
Additionally, our ELT is closely involved in our safety programs, conducts regular reviews of safety performance metrics and reviews the Company’s safety performance during Company-wide meetings. 5 Quaker Houghton on the Internet Financial results, news and other information about Quaker Houghton can be accessed from the Company’s website at https://www.quakerhoughton.com.
Additionally, our ELT is closely involved in our safety programs, conducts regular reviews of safety performance metrics and shares the collective safety performance during Company-wide meetings. Quaker Houghton on the Internet Financial results, news and other information about Quaker Houghton can be accessed from the Company’s website at https://www.quakerhoughton.com.
However, additional disclosures on related subjects can be found in the Company’s subsequent reports on Forms 10-K, 10-Q, 8-K and other related filings. We caution you not to place undue reliance on our forward-looking statements.
However, additional disclosures on related subjects may be found in the Company’s subsequent reports on Forms 10-K, 10-Q, 8-K and other related filings. 6 We caution you not to place undue reliance on our forward-looking statements.
Associated companies of Quaker Houghton (in which it owns 50% or less and has significant influence) employed approximately 600 people on December 31, 2024. Core Values Quaker Houghton considers its employees as its greatest strength in differentiating our business and strengthening our market positions.
Associated companies of Quaker Houghton (in which it owns 50% or less and has significant influence) employed approximately 900 people on December 31, 2025. Core Values Quaker Houghton considers its employees as its greatest strength in differentiating our business and strengthening our market positions.
We believe that the achievement of superior safety performance is both an important short-term and long-term strategic goal in managing our operations. We emphasize ten “lifesaving” rules which make a significant difference in preventing serious injuries and fatalities.
We believe that the achievement of superior safety performance is both an important short-term and long-term strategic goal in managing our operations. We emphasize ten “Lifesaving Rules’ which make a significant difference in preventing serious injuries and fatalities.
Major Customers and Markets In 2024, Quaker Houghton’s five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous purchasing authority) accounted for approximately 12% of consolidated net sales, with its largest customer accounting for approximately 3% of consolidated net sales.
Major Customers and Markets In 2025, Quaker Houghton’s five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous purchasing authority) accounted for approximately 11% of consolidated net sales, with its largest customer accounting for approximately 3% of consolidated net sales.
The following are the respective contributions to consolidated net sales of each of our principal product lines representing more than 10% of consolidated net sales for any of the past three years based on the Company’s current product line segmentation: Major Product Line 2024 2023 2022 Metal removal fluids 22.4 % 23.6 % 22.9 % Rolling lubricants 20.5 % 19.5 % 20.8 % Hydraulic fluids 14.2 % 14.1 % 14.1 % Sales Revenue The Company’s sales worldwide are made directly through its own employees and its Fluidcare TM programs, with the balance sold through distributors and agents.
The following are the respective contributions to consolidated net sales of each of our principal product lines representing more than 10% of consolidated net sales for any of the past three years based on the Company’s current product line segmentation: Major Product Line 2025 2024 2023 Metal removal fluids 19.0 % 22.4 % 23.6 % Rolling lubricants 18.3 % 20.5 % 19.5 % Hydraulic fluids 12.2 % 14.2 % 14.1 % Surface solutions 10.9 % 5.2 % 5.0 % Sales Revenue The majority of the Company’s sales worldwide are made directly through its own employees and its Fluidcare TM programs, with the balance sold through distributors and agents.
In 2024, we expanded our donation-matching and grantmaking programs to impact our local communities globally with matching and grants available to eligible organizations across the globe.
In 2025, we continued our donation-matching and grantmaking programs to impact our local communities globally with matching and grants available to eligible organizations across the globe.
Capital expenditures directed solely or primarily to regulatory compliance amounted to approximately $6.0 million, $3.5 million and $2.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.
Capital expenditures directed solely or primarily to regulatory compliance amounted to approximately $9.4 million, $6.0 million and $3.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Other major risks and uncertainties include, but are not limited to, legislative and regulatory developments including changes to existing laws and regulations, or the way they are interpreted, applied or enforced; tariffs, trade restrictions and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other governments or government organizations; suspensions of activities in Russia by many multinational companies; foreign currency fluctuations; significant changes in applicable tax rates and regulations; terrorist attacks and other acts of violence; the impacts of consolidation in our industry, including loss or consolidation of a major customer; the effects of climate change, fire or other natural disasters; and the potential occurrence of cyber-security breaches, cyber-security attacks, other technology outages and security incidents.
Other major risks and uncertainties include, but are not limited to, legislative and regulatory developments including changes to existing laws and regulations, or the way they are interpreted, applied or enforced; tariffs, trade restrictions and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other government organizations; suspensions of activities in Russia by many multinational companies; foreign currency fluctuations; significant changes in applicable tax rates and regulations and the potential impacts therefrom, including those arising from H.R.1, commonly known as the “One Big Beautiful Bill Act”, terrorist attacks and other acts of violence; the impacts of consolidation in our industry, including loss or consolidation of a major customer; the effects of climate change, fire or other natural disasters; and the potential occurrence of cyber-security breaches, cyber-security attacks, and other technology outages and security incidents.
Factors that May Affect Our Future Results Certain information included in this Report and other materials filed or to be filed by us with the SEC, including the Company’s other periodic reports on Forms 10-K, 10-Q and 8-K, press releases, and other materials released to, or statements made to, the public, as well as information included in oral statements or other written statements made or to be made by us, contain or may contain forward-looking statements that fall under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act of 1933, as amended.
Information contained on, or that may be accessed through, the Company’s website is not incorporated by reference in this Report and, accordingly, you should not consider that information part of this Report. 5 Factors that May Affect Our Future Results Certain information included in this Report and other materials filed or to be filed by us with the SEC, including the Company’s other periodic reports on Forms 10-K, 10-Q and 8-K, press releases, and other materials released to, or statements made to, the public, as well as information included in oral statements or other written statements made or to be made by us, contain or may contain forward-looking statements that fall under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act of 1933, as amended.
We have launched several “Live Safe” initiatives to create an environment of openness and awareness in which all employees are actively engaged in meeting safety targets. We are keen in reporting near misses, hazard identifications and educating our employees on their “Stop Work Authority”, which are seen as leading indicators, helping us to get to zero incidents.
We have launched several “Live Safe” initiatives to create an environment of openness and awareness in which all employees are actively engaged in proactive safety activities. We are keen in reporting near misses, hazard identifications and educating our employees on their “Stop Work Authority,” which are seen as leading indicators, helping us in our “Path to Zero” incidents.
CSI is based in South Africa and is a supplier of metalworking fluids and lubricants to the South African market. CSI will be reported as part of the EMEA reportable segment. This acquisition strengthens Quaker Houghton’s position in South Africa and expands the Company’s presence in that region.
CSI is based in South Africa and is a supplier of metalworking fluids and lubricants to the South African market. CSI is reported as part of the EMEA reportable segment. This acquisition strengthens Quaker Houghton’s position in South Africa and expands the Company’s presence in that region. In July 2024, the Company acquired the Sutai Group (“Sutai”).
These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, which may differ materially from expectations, estimates and projections because of many factors, including, but not limited to: • the timing and extent of the impacts on our business from acts of war, terrorism and military conflicts, including those in Ukraine and the Middle East, as well as related economic, political and governmental actions taken by various governments and governmental organizations in response; • inflationary pressures, increases in raw material costs, supply chain constraints and other impacts of economic downturns, as well as high interest rates and their impact on our and our customers’ business operations; • the potential timing, impacts, benefits and other uncertainties of acquisitions and divestitures, including our ability to realize synergies, integrate acquisitions and acquired businesses or separate divested assets and businesses; • broader macroeconomic factors, including potential for changes in global and regional economic conditions, the possibility of global or regional slowdowns or recessions, a global pandemic, interest rate fluctuations, tariffs, deflation or stagflation and the potential for an economic recession; and • our future results and plans including our sustainability goals and enterprise strategy.
These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, which may differ materially from expectations, estimates and projections because of many factors, including, but not limited to: • the timing and extent of the impacts on our business from acts of war, terrorism and military conflicts, including those in Ukraine and the Middle East, as well as related economic, political and governmental actions taken by various government organizations in response; • inflationary pressures, increases in raw material costs, supply chain constraints and other impacts of economic downturns, as well as high interest rates and their impact on our and our customers’ business operations; • the potential timing, impacts, benefits and other uncertainties of acquisitions and divestitures, including our ability to finance any acquisition on commercially reasonable terms or to realize synergies, integrate acquisitions and acquired businesses or separate divested assets and businesses; • broader macroeconomic factors, including potential for changes in global and regional economic conditions, the possibility of global or regional slowdowns or recessions, other macroeconomic stresses and uncertainties, including political and geopolitical events, civil disturbances and endemics/pandemics or extreme weather events and other natural disasters that may adversely affect regional economic conditions; and • our future results and plans including our sustainability goals and enterprise strategy.
Number of Employees On December 31, 2024, Quaker Houghton had approximately 4,400 full-time employees globally of whom approximately 1,000 were employed by the parent company and its U.S. subsidiaries, and approximately 3,400 were employed by its non-U.S. subsidiaries.
Number of Employees On December 31, 2025, Quaker Houghton had approximately 4,700 full-time employees globally of whom approximately 900 were employed by the parent company and its U.S. subsidiaries, and approximately 3,800 were employed by its non-U.S. subsidiaries.
Company Segmentation The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the Chief Operating Decision Maker assesses the Company’s performance.
Company Segmentation The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the Chief Operating Decision Maker assesses the Company’s performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific.
As experienced during 2024 and 2023, the Company’s earnings have been and could continue to be affected by market changes in raw material prices. Refer to the disclosure contained in Item 7A of this Report for additional information.
Oleochemicals are impacted by their own unique supply and demand factors. As experienced during 2025 and 2024, the Company’s earnings have been and could continue to be affected by market changes in raw material prices. Refer to the disclosure contained in Item 7A of this Report for additional information.
Our leading indicators are proactive and preventive measures that can shed light about the effectiveness of safety and health activities and reveal potential problems in a safety and health program. We also require all employees to regularly complete safety training.
Our leading indicators are proactive and preventive measures that can shed light about the effectiveness of safety and health initiatives and reveal potential risks in the tasks that they perform each day. We also require all employees to regularly complete safety training.
The results of operations of Sutai and IKV subsequent to the acquisition dates are included in the Consolidated Statements of Operations for the year ended December 31, 2024. 3 Regulatory Matters In order to facilitate compliance with applicable federal, state, and local statutes and regulations relating to occupational health and safety and protection of the environment, the Company has an ongoing program of site assessments for the purpose of identifying capital expenditures or other actions that may be necessary to comply with such requirements.
The acquisition of IKV strengthens the Company’s position in first-fill greases. 3 Regulatory Matters In order to facilitate compliance with applicable federal, state, and local statutes and regulations relating to occupational health and safety and protection of the environment, the Company has an ongoing program of site assessments for the purpose of identifying capital expenditures or other actions that may be necessary to comply with such requirements.
A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of steel, aluminum, automotive, aerospace, industrial equipment, and durable goods and, therefore, Quaker Houghton is subject to the same business cycles as those experienced by these manufacturers and their customers.
A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of steel, aluminum, automotive, aerospace, industrial equipment, and durable goods, and therefore, Quaker Houghton is subject to the same business cycles as those experienced by these manufacturers and their customers. 2 The Company’s financial performance is generally correlated to the volume of global production within the industries it serves, rather than directly related to the financial performance of its customers.
IKV, which is part of the Company’s EMEA segment, specializes in high-performance lubricants and greases, including original equipment manufacturer first-fill greases that are primarily used in the automotive, aerospace, electronics and other industrial markets. The acquisition of IKV strengthens the Company’s position in first-fill greases.
In February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKV”). IKV, which is part of the Company’s EMEA segment, specializes in high-performance lubricants and greases, including original equipment manufacturer first-fill greases that are primarily used in the automotive, aerospace, electronics and other industrial markets.
We continue to utilize a robust process in which each department’s talent landscape is evaluated, talent is assessed, critical roles are identified, and succession planning occurs. Output of these processes results in career development and other related talent plans designed to ensure we have the talent we need to deliver results both now and in the future.
We continue to utilize a robust process to review each department’s talent landscape, assess our talent, identify critical roles, and update succession plans. The process results in targeted development actions and career growth opportunities designed to ensure we have the talent we need to deliver results both now and in the future.
Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automotive, aerospace, industrial equipment, aluminum, and durable goods industries. 6 Any or all of the forward-looking statements in this Report, in the Company’s Annual Report to Shareholders for 2024 or in any other public statements we make may prove to be incorrect due to inaccurate assumptions or unforeseen risks and uncertainties.
Any or all of the forward-looking statements in this Report, in the Company’s Annual Report to Shareholders for 2025 or in any other public statements we make may prove to be incorrect due to inaccurate assumptions or unforeseen risks and uncertainties.
We place importance on developing our leaders at all levels. Our leaders have access to training on coaching, performance and rewards, development planning and change management, as well as specialized opportunities for external coaching, leadership assessments, or external development programs.
Our leaders have access to training on coaching, performance and rewards, development planning and change management, as well as specialized opportunities for external coaching, leadership assessments, or external development programs. In 2025, we introduced a leadership competency model and tools designed to support individual growth, enhance performance, and strengthen leadership impact at every level of the organization.
This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets. During February 2024, the Company acquired I.K.V.
Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries. Sutai is reported as part of the Asia/Pacific reportable segment. This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets.
Information in these sustainability reports and on our website are not incorporated by reference in this Report and, accordingly, should not be considered part of this Report. Talent Development, Culture and Total Rewards Our Compensation and Human Resources Committee is responsible for overseeing our policies and strategies related to culture and human capital.
Talent Development, Culture and Total Rewards Our Compensation and Human Resources Committee is responsible for overseeing our policies and strategies related to culture and human capital. We place importance on developing our leaders at all levels.
Research and development expenses during the years ended December 31, 2024, 2023 and 2022 were $57.3 million, $50.3 million and $46.0 million, respectively. Recent Acquisition Activity Subsequent to the date of these financial statements, in February 2025, the Company acquired Chemical Solutions & Innovations (Pty) Ltd. (“CSI”), for approximately $3.9 million, subject to routine and customary post-closing adjustments.
Research and development expenses during the years ended December 31, 2025, 2024 and 2023 were $60.7 million, $57.3 million and $50.3 million, respectively. Recent Acquisition Activity In April 2025, the Company acquired Dipsol Chemicals Co., Ltd. and its subsidiaries, (“Dipsol”).
Accordingly, Quaker Houghton provides equal employment opportunities and does not discriminate based on age, ethnicity, sex, sexual identity, disability/medical condition, race, religion, or sexual orientation. Inclusion begins with the Board and ELT. For additional information on the Company’s leadership, refer to Item 4(a) Information about our Executive Officers and Item 10. Directors, Executive Officers and Corporate Governance.
Accordingly, Quaker Houghton provides equal employment opportunities and does not discriminate based on age, ethnicity, sex, sexual identity, disability/medical condition, race, religion, or sexual orientation. In 2025, we reinforced our commitment to creating a culture where every colleague feels valued and included through the launch of our WeBelong campaign.
These risks and uncertainties are further described in Item 1A of this Report. 4 In 2020, we completed an impact materiality assessment identifying critical environmental, social, and governance topics that our sustainability program was founded on in 2021.
These risks and uncertainties are further described in Item 1A of this Report. 4 Sustainability Report We report our progress on our Sustainability strategy in our sustainability report, which is published annually and is available on our corporate website at https://home.quakerhoughton.com/sustainability.
Quaker Houghton utilizes a significant number of raw materials derived from crude oil and natural gas. The price of mineral oil and its derivatives can be affected by the price of crude oil and industry refining capacity.
Quaker Houghton uses a significant number of raw materials derived from crude oil and natural gas. Other than of mineral oils, most of these raw material inputs are fourth to sixth generation derivatives of crude oil and natural gas, which are subject to volatile oil and gas prices and can cause significant variations in our raw materials costs.
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The Company’s financial performance is generally correlated to the volume of global production within the industries it serves, rather than directly related to the financial performance of its customers.
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Dipsol is headquartered in Japan and is a leading supplier of surface treatment and plating solutions and services primarily for the automotive and other industrial applications end markets. Dipsol has operations in several countries and these operations are reported within the Company’s respective Americas, EMEA, and Asia/Pacific segments.
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Animal fat and vegetable oil prices, as well as the prices of other raw materials, are impacted by their own unique supply and demand factors, and by biodiesel consumption, which in turn can be affected by the price of crude oil and by government incentives for low-carbon fuels.
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This acquisition expands the Company’s advanced solutions businesses in attractive end markets with solid growth characteristics. Dipsol also provides significant cross-selling opportunities and enhances the Company’s ability to meet the needs of our customers across the globe. In April 2025, the Company acquired Natech, Ltd., (“Natech”).
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Accordingly, significant fluctuations in the price of crude oil can have a material impact on the cost of these raw materials. In addition, many of the raw materials used by Quaker Houghton are commodity chemicals which can experience significant price volatility.
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Natech is based in the United Kingdom and is a manufacturer of surface treatment chemicals for a variety of industrial applications. Natech is reported as part of the EMEA reportable segment. This acquisition strengthens Quaker Houghton’s overall surface treatment product and application capabilities within Europe. In February 2025, the Company acquired Chemical Solutions & Innovations (Pty) Ltd. (“CSI”).
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In July 2024, the Company acquired the Sutai Group (“Sutai”), for approximately $16.2 million, including an initial cash payment of $14.6 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels, as well as earn-out provisions with an initial estimated payout of $1.6 million related to the finalization of 2024 and 2025 earnings.
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This initiative served as the umbrella brand for all culture and engagement programs, ensuring alignment and visibility across the enterprise. This campaign highlights initiatives related to Colleague Resource Groups, Inclusion training, Giving, Volunteering, Colleague Stories and more. We launched an enterprise-wide Engagement Survey to better understand colleague challenges and opportunities.
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Assets acquired included cash and cash equivalents of $5.5 million. Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries. Sutai is reported as part of the Asia/Pacific reportable segment.
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Insights from this survey are driving action plans focused on efficiency, clarity, and inclusion, ensuring that every colleague has the tools and support to thrive. Inclusion begins with the Board and ELT. For additional information on the Company’s leadership, refer to Item 4(a) Information about our Executive Officers and Item 10. Directors, Executive Officers and Corporate Governance.
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Tribologie IKVT and its subsidiaries (“IKV”) for $35.2 million, including an initial cash payment of $29.7 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels as well as earn-out provisions related to the finalization of 2023 earnings. Assets acquired included approximately $4.8 million of cash and cash equivalents.
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Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automotive, aerospace, industrial equipment, aluminum, and durable goods industries.
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During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure. The Company’s new structure includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior period information has been recast to align with the Company’s business structure as of January 1, 2023, including reportable segments and customer industry disaggregation.
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Since then we have made significant progress towards our strategy to Innovate Together for a Better Tomorrow, Protect Our Planet, Empower Our Colleagues and Communities, and Source Our Materials Responsibly. Details of that progress can be found in our Sustainability Report.
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In 2024, the Company initiated its first double materiality assessment to identify its material sustainability impacts, risks and opportunities as a part of Corporate Sustainability Responsibility Directive (“CSRD”) compliance. The potential impacts of this assessment are still being evaluated. In 2024, we achieved eighteen of the twenty internal sustainability goals set to support our strategy.
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The Company increased its renewable electricity usage by approximately 5% compared to 2023 and implemented over 167 projects to reduce waste, water and energy usage. The Company consumes approximately 76% of its electricity consumption from renewable and zero carbon sources.
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Additionally, the Company launched its See Beyond™ portfolio of sustainable solutions and avoided or eliminated over 23,000 metric tons of waste at Fluidcare TM customer locations. Finally, we achieved zero serious injury recordables and exceeded our industry’s standard for volunteering. We plan to provide further progress updates in our 2024 Sustainability Report.
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Information contained on, or that may be accessed through, the Company’s website is not incorporated by reference in this Report and, accordingly, you should not consider that information part of this Report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent that the Company’s customers and suppliers are materially and adversely impacted by a widespread outbreak of contagious disease, this could reduce the availability, or result in delays, of materials or supplies to or from the Company, which in turn could materially interrupt the Company’s business operations. 18 The consequences of terrorist attacks, other acts of armed conflicts or war, including cyber-attacks, natural disasters, widespread public health crises or other uncommon global events can be unpredictable, and we may not be able to foresee or effectively plan for these events, resulting in a material adverse effect on our business, liquidity, financial position, and results of operations.
Biggest changeThe consequences of wars or armed conflicts, terrorist attacks, cyber-attacks, natural disasters, widespread public health crises or other uncommon global events can be unpredictable, and we may not be able to foresee or effectively plan for these events, resulting in a material adverse effect on our business, liquidity, financial position, and results of operations. Item 1B. Unresolved Staff Comments. None.
Under the 2024 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
Under the 2024 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
We have a limited number of patents and patent applications, including patents issued, applied for, or acquired in the U.S. and in various foreign countries, some of which are material to our business. However, we rely principally on our proprietary formulae and the applications know-how and experience to meet customer needs.
We have a limited number of patents and patent applications, including patents issued, applied for, or acquired in the U.S. and in various foreign countries, some of which are material to our business. However, we rely principally on our proprietary formulae and applications know-how and experience to meet customer needs.
We maintain product, property, business interruption, casualty, and other general liability insurance, but this may not cover all risks associated with the hazards of our business and these coverages are subject to limitations, including deductibles and coverage limits. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation.
We maintain product, property, business interruption, casualty, cyber, and other general liability insurance, but this may not cover all risks associated with the hazards of our business and these coverages are subject to limitations, including deductibles and coverage limits. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation.
We are subject to stringent labor and employment laws in many jurisdictions in which we operate, and our relationship with our employees could deteriorate which could adversely impact our operations. A majority of our full-time employees are employed outside the U.S.
We are subject to stringent labor and employment laws in the jurisdictions in which we operate, and our relationship with our employees could deteriorate which could adversely impact our operations. A majority of our full-time employees are employed outside the U.S.
Pending and future legal proceedings including environmental matters could have a material adverse effect on our liquidity, financial position and results of operations, as well as our reputation in the markets we serve.
Pending and future legal proceedings, including tax and environmental matters, could have a material adverse effect on our liquidity, financial position and results of operations, as well as our reputation in the markets we serve.
Risks inherent in our global operations include: • trade protection measures including import and export controls, trade embargoes, and trade sanctions affecting countries or regions we serve that could result in our losing access to customers and suppliers in those countries or regions; • unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses; • termination or substantial modification of international trade agreements that may adversely affect our access to raw materials and to markets for our products; • our agreements with counterparties in countries outside the U.S. may be difficult for us to enforce and related receivables may take longer or be difficult for us to collect; • less protective foreign intellectual property laws, and more generally, legal systems that may be less developed and predictable than those in the U.S.; • limitations on ownership or participation in local enterprises as well as the potential for expropriation or nationalization of enterprises; • instability in or adverse changes to the economic, political, social, legal or regulatory conditions in a country or region where we do business, as a result of terrorist activities, political disruption and/or military conflict such as those that are being experienced in multiple areas around the world; and • complex and dynamic local tax regulations, including changes in foreign laws and tax rates or U.S. laws and tax rates with respect to foreign income that may unexpectedly increase the rate at which our income is taxed, impose new and additional taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously recorded tax benefits.
Risks inherent in our global operations include: • trade protection measures including import and export controls, trade embargoes, and trade sanctions affecting countries or regions we serve, which could result in our losing access to customers and suppliers in those countries or regions; • unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses; 10 • termination or substantial modification of international trade agreements that may adversely affect our access to raw materials and to markets for our products; • our agreements with counterparties in countries outside the U.S. may be difficult for us to enforce and related receivables may take longer or be difficult for us to collect; • less protective foreign intellectual property laws, and more generally, legal systems that may be less developed and predictable than those in the U.S.; • limitations on ownership or participation in local enterprises as well as the potential for expropriation or nationalization of enterprises; • instability in or adverse changes to the economic, political, social, legal or regulatory conditions in a country or region where we do business, as a result of political activity, armed conflict and/or terrorist activities such as those that are being experienced in multiple areas around the world; and • complex and dynamic local tax regulations, including changes in foreign laws and tax rates or U.S. laws and tax rates with respect to foreign income that may unexpectedly increase the rate at which our income is taxed, impose new and additional taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously recorded tax benefits.
Any losses due to these events may not be covered by our existing insurance policies or may be subject to deductibles. We could be similarly adversely affected by disruptions to our supply chain and transportation network.
Any losses due to these events may not be covered by our existing insurance policies or may be subject to significant deductibles. We could be similarly adversely affected by disruptions to our supply chain and transportation network.
Any violation of these or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties and fines, any of which could adversely affect our business and financial condition. 13 The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations.
Any alleged or actual violation of these or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties and fines, any of which could adversely affect our business and financial condition. 13 The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations.
There continues to be a lack of consistent legislation related to disclosure and operational matters, which creates complexity and economic and regulatory uncertainty. Though we are closely following developments in this area and changes in the regulatory landscape in the U.S. and our other markets, we cannot predict how or when those challenges may ultimately impact our business.
There continues to be a lack of consistent legislation related to disclosure and operational matters, which creates complexity and economic and regulatory uncertainty. Although we are closely following developments in this area and changes in the regulatory landscape in the U.S. and our other markets, we cannot predict how or when those challenges may ultimately impact our business.
The 2024 Share Repurchase Program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion. The specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance, market conditions, securities law limitations, and other factors.
The 2024 Share Repurchase Program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion. The specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance, prevailing prices, market conditions, securities law limitations, and other factors.
Our financial results are affected by currency fluctuations, particularly between the U.S. dollar and the Euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee. During the past three years, sales by our non-U.S. subsidiaries accounted for approximately 63% to 65% of our consolidated net sales.
Our financial results are affected by currency fluctuations, particularly between the U.S. dollar and the Euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee. During the past three years, sales by our non-U.S. subsidiaries accounted for approximately 63% to 67% of our consolidated net sales.
The pricing decisions of our competitors could lead us to decrease our prices which could negatively affect our margins and profitability. In addition, our competitors could potentially consolidate their businesses and gain scale or better position their product offerings, which could have a negative impact on our profitability and market share.
The pricing decisions of our competitors could affect demand for our offerings, and could lead us to decrease our prices, which could negatively affect our margins and profitability. In addition, our competitors could potentially consolidate their businesses and gain scale or better position their product offerings, which could have a negative impact on our profitability and market share.
Legislation requiring disclosure related to ESG matters is increasingly being adopted by governments in various jurisdictions, including the EU and California, which requirements are expected to be applicable to us or certain of our operations and which impose varying and differing requirements.
Legislation requiring disclosure related to ESG matters is increasingly being adopted by governments in various jurisdictions, including the EU, Mexico, Australia and California, which requirements are expected to be applicable to us or certain of our operations and which impose varying and differing requirements.
We may in the future discover areas of our internal controls that need improvement. Furthermore, to the extent our business grows or significantly changes, our internal controls may become more complex, and we could require significantly more resources to ensure our internal controls remain effective.
We have in the past and may in the future discover areas of our internal controls that need improvement. Furthermore, to the extent our business grows or significantly changes, our internal controls may become more complex, and we could require significantly more resources to ensure our internal controls remain effective.
A significant outbreak of contagious diseases in the human population similar to the COVID-19 pandemic could also result in an economic downturn that could affect demand for our products and likely impact our operating results.
A significant outbreak of contagious diseases in the human population similar to the COVID-19 pandemic could also result in an economic downturn that could adversely affect demand for our products and impact our operating results.
The Company continues to employ trading plans for the repurchase of shares pursuant to the 2024 Share Repurchase Program, which permit the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so.
The Company continues to utilize trading plans for the repurchase of shares pursuant to the 2024 Share Repurchase Program, which permit the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so.
These laws and regulations, together with our obligations to seek consent or consult with the relevant unions or works councils, could have a significant impact on our flexibility in managing costs and responding to market changes.
These laws and regulations, together with our obligations to seek consent or consult with the relevant unions or works councils, could have a significant impact on our flexibility in managing our workforce and responding to market changes.
Quaker Houghton uses approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals, ethylene, solvents, surfactant agents, and various chemical compounds that act as additives to our base formulations, and a wide variety of other organic and inorganic compounds and various derivatives of the foregoing.
Approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals, ethylene, solvents, surfactant agents, and various chemical compounds that act as additives to our base formulations, and a wide variety of other organic and inorganic compounds and various derivatives of the foregoing.
Additionally, the existence of any material weakness may require management to devote significant time and incur significant expense to remediate any such material weaknesses and management may not be able to remediate any such material weaknesses in a timely manner. 16 Disruption of critical information systems or material breaches in the security of our systems could adversely affect our business and our customer relationships and subject us to fines or other regulatory actions.
Additionally, the existence of a material weakness may require management to devote significant time and incur significant expense to remediate any such material weaknesses and management may not be able to remediate it, which we may not be able to do in a timely manner. 16 Disruption of critical information systems or material breaches in the security of our systems could adversely affect our business and our customer relationships and subject us to fines or other regulatory actions.
While the Company seeks to mitigate this risk through business continuity and contingency planning and other measures, the loss of production in any one region over an extended period of time could have a material adverse effect on our liquidity, financial position and results of operations.
While we seek to mitigate this risk through business continuity and contingency planning and other measures, the loss of production in any one region over an extended period of time could have a material adverse effect on our liquidity, financial position and results of operations.
In addition, certain raw materials that we use are subject to various regulatory laws, and a change in our ability to legally use such raw materials may impact the products or services we are able to offer which could negatively affect our ability to compete and could adversely affect our liquidity, financial position and results of operations.
In addition, certain raw materials that we use are subject to regulation, and a change in our ability to legally use such raw materials may impact the products or services we are able to offer which could negatively affect our ability to compete and could adversely affect our liquidity, financial position and results of operations.
Further, the success of any acquisition we complete depends on our ability to navigate risks such as those listed above and successfully integrate acquisitions, including, but not limited to, our ability to: • develop or modify financial reporting, information systems, and other related financial tools to ensure overall financial integrity and adequacy of internal control procedures; • identify and capitalize on potential synergies, including cost reduction opportunities; • adequately address challenges arising from the increased scope, geographic diversity and complexity of our operations; and • further penetrate existing, and expand into new, markets with the products and capabilities acquired in acquisitions.
Further, the success of any acquisition we complete depends on our ability to navigate risks such as those listed above and successfully integrate acquisitions, including, but not limited to, our ability to: • develop or modify financial reporting, information systems, and other related financial tools to ensure overall financial integrity and adequacy of internal control procedures; • identify and capitalize on potential synergies, including cost reduction opportunities; • adequately address challenges arising from the increased scope, geographic diversity and complexity of our operations; and • further penetrate existing, and expand into new, markets with the products and capabilities acquired in acquisitions. 8 If we fail to successfully integrate acquisitions into our existing business, our financial condition and results of operations could be adversely affected.
Terrorist attacks, other acts of armed conflicts or war, cyber-attacks, and natural disasters, which may be amplified by ongoing global climate change and biodiversity loss, may directly impact our physical facilities and/or those of our suppliers or customers.
Wars or armed conflicts, terrorist attacks, cyber-attacks, and natural disasters (which may be amplified by ongoing global climate change and biodiversity loss) may directly impact our physical facilities and/or those of our suppliers or customers.
Competition in our industry historically has also been based on the ability to provide products that meet the needs of the customer and render technical services and laboratory assistance, which our competitors may be able to accomplish more effectively than us.
Competition in our industry historically has also been based on the ability to provide products that meet the needs of the customer and render technical services and laboratory assistance, which our competitors may be able to accomplish more effectively or efficiently than we can.
Our competitors may develop new products or enhancements to their products that offer performance, features and lower prices that may render our products less competitive or obsolete, and cause us to lose business and/or significant market share.
Our competitors may develop new products or enhancements to their products that offer better performance, features that render our products less competitive or obsolete, or lower prices, any of which may cause us to lose business and/or significant market share.
Divestitures have inherent risks, including the possibility that we may not be able to achieve the proceeds we desire from a sale, potential post-closing liabilities and claims for indemnification, that may impact our ability to fully realize the anticipated benefits of a given divestiture.
Divestitures have inherent risks, including the possibility that we may not be able to achieve the proceeds we desire from a sale, potential post-closing liabilities and claims for indemnification, that may impact our ability to fully realize the anticipated benefit.
Due to the specialized and technical nature of our business, our future performance is dependent on our ability to attract, develop and retain qualified leadership, commercial, technical, and other key personnel.
Our business depends on attracting and retaining qualified management and other key personnel. Due to the specialized and technical nature of our business, our future performance is dependent on our ability to attract, develop and retain qualified leadership, commercial, technical, and other key personnel.
Nevertheless, the interests of Gulf may conflict with our interests or the interests of our other shareholders, though we are not aware of any such existing conflicts of interest at this time. 9 The timing and amount of the Company’s share repurchases are subject to a number of uncertainties, and there can be no assurance that we will continue to repurchase shares of our common stock.
Nevertheless, the interests of Gulf may conflict with our interests or the interests of our other shareholders, though we are not currently aware of any such conflicts. The timing and amount of the Company’s share repurchases are subject to a number of uncertainties, and there can be no assurance that we will continue to repurchase shares of our common stock.
Repurchase activities could affect the price of our common stock and increase its volatility. The existence of the 2024 Share Repurchase Program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock.
The existence of the 2024 Share Repurchase Program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock.
During 2024, the Company’s top five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous purchasing authority) together accounted for approximately 12% of our consolidated net sales, with the largest customer accounting for approximately 3% of our consolidated net sales.
During 2025, our top five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous purchasing authority) together accounted for approximately 11% of our consolidated net sales, with the largest customer accounting for approximately 3% of our consolidated net sales.
Our non-U.S. operations generate significant revenues and earnings. Fluctuations in foreign currency exchange rates, including hyperinflationary conditions, may affect product demand and may adversely affect the profitability in U.S. dollars of the products and services we provide in international markets where payment for our products and services is made in the local currency.
Fluctuations in foreign currency exchange rates, including hyperinflationary conditions, may affect product demand and may adversely affect the profitability in U.S. dollars of the products and services we provide in international markets where payment for our products and services is made in the local currency.
As a leader in industrial process fluids, the Company is subject to the same business cycles as those experienced by our customers that participate in the steel, automotive, industrial equipment, aerospace, aluminum and durable goods industries.
As the leader in industrial process fluids, we are subject to the same business cycles as those experienced by our customers that participate in the steel, automotive, industrial equipment, aerospace, aluminum and durable goods industries.
If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements upon us or our products, or our operations are disrupted due to physical impacts of climate change or biodiversity loss, our business, capital expenditures, liquidity, results of operations, financial condition and competitive position could be negatively impacted.
If environmental laws or regulations or industry standards are changed in a manner that imposes significant additional operational restrictions and compliance requirements upon us or our products, or our operations are disrupted due to physical impacts of climate change or biodiversity loss, our business, capital expenditures, liquidity, results of operations, financial condition and competitive position could be negatively impacted.
Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources and attention from senior management.
Detecting, investigating and resolving actual or alleged violations may require a significant diversion of time, resources and attention from senior management.
See Note 24, Hedging Activities, to the Consolidated Financial Statements for more information. 10 Rising interest rates not only increase our cost of capital but could also have a dampening effect on overall economic activity and the financial condition of the Company's customers, either or both of which could negatively affect customer demand for the Company's products and customers' ability to repay their obligations.
Rising interest rates not only increase our cost of capital but could also have a dampening effect on overall economic activity and the financial condition of the Company’s customers, either or both of which could negatively affect customer demand for the Company's products and customers’ ability to repay their obligations.
Important factors that could cause the Company to limit, suspend or delay its share repurchases include unfavorable trading market conditions, the price of the Company’s common stock, the nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates and the availability of U.S. cash, all of which we cannot predict.
Important factors that could cause the Company to limit, suspend or delay its share repurchases include unfavorable trading market conditions, the price of the Company’s common stock, the nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates and the availability of U.S. cash, none of which we can predict. 9 Repurchase activities could affect the price of our common stock and increase its volatility.
Incorporated by reference is the foreign exchange risk information contained in Item 7A of this Report and the geographic information in Note 4, Business Segments , to the Consolidated Financial Statements included in Item 8 of this Report. Also, we occasionally source inventory in a different country than that of the intended sale.
See the foreign exchange risk information contained in Item 7A of this Report and the geographic information in Note 4, Business Segments , to the Consolidated Financial Statements included in Item 8 of this Report. Also, we occasionally source inventory in a different country than that of the intended sale. This practice can give rise to foreign exchange risk.
Acquisitions also could have a dilutive effect on our financial results. Acquisitions also generally result in goodwill, which would need to be written off against earnings in the future if it becomes impaired. Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses, and expenses.
Acquisitions also generally result in goodwill, which would need to be written off against earnings in the future if it becomes impaired. Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses, and expenses.
Therefore, a failure to monitor, maintain or protect our information technology systems and data integrity effectively or to anticipate, plan for and recover from significant disruptions to these systems could have a material adverse effect on our results of operations or financial condition. Our business depends on attracting and retaining qualified management and other key personnel.
Therefore, a failure to monitor, maintain or protect our information technology systems and data integrity effectively or to anticipate, plan for and recover from significant disruptions to these systems could have a material adverse effect on our results of operations or financial condition.
If a significant customer experiences financial difficulties or files for bankruptcy protection, we may be unable to collect on our receivables, customer manufacturing sites may be closed, or our contracts may be voided. The bankruptcy of a major customer could therefore have a material adverse effect on our liquidity, financial position and results of operations.
If a significant customer or group of customers in the same industry experiences financial difficulties or files for bankruptcy protection, we may be unable to collect on our receivables, customer manufacturing sites may be closed, or our contracts may be voided, which could have a material adverse effect on our liquidity, financial position and result of operations.
If any impairment or related charge is warranted, as we determined to be the case in the fourth quarter of 2022 when we recognized a $93.0 million impairment charge related to our EMEA reportable segment, then our financial position and results of operations could be materially affected.
If any impairment or related charge is warranted, as we determined to be the case in the second quarter of 2025 when we recognized an $88.8 million impairment charge related to our EMEA reportable segment, then our financial position and results of operations could be materially affected.
Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Investor advocacy groups, institutional investors, investment funds, and other influential parties are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Investor advocacy groups, institutional investors, investment funds, and other influential parties are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
We are closely monitoring these developments. Terrorist attacks, other acts of violence or war, natural disasters, widespread public health crises or other uncommon events may affect the markets in which we operate and our profitability which could adversely affect our business, liquidity, financial position, and results of operations.
Terrorist attacks, wars and armed conflicts, natural disasters, widespread public health crises or other uncommon events may affect the markets in which we operate and our profitability which could adversely affect our business, liquidity, financial position, and results of operations.
These regulations could mandate even more restrictive regulatory or industry standards than the voluntary goals that we have established or require changes to be adopted on a more accelerated time frame. New disclosure requirements have been adopted in the EU and California and additional rule making is expected to be adopted by the SEC.
These regulations could mandate even more restrictive regulatory or industry standards than the voluntary goals that we have established or require changes to be adopted on a more accelerated time frame than we currently plan. New disclosure requirements have been adopted various jurisdictions, including in the EU, California, Mexico and Australia.
There can be no assurance that there will not be terrorist attacks against the U.S. or other locations where we do business. Also, natural disasters such as earthquakes, tornados, hurricanes, fires, floods, and tsunamis cannot be predicted.
There can be no assurance that there will not be violence or unrest in the jurisdictions where we do business. Also, natural disasters such as earthquakes, tornados, hurricanes, fires, floods, and tsunamis cannot be predicted.
If tariffs are imposed or increased, materials and goods that U.S. companies import and export may face higher prices, and this could lead to significant shortages or price increases in our raw materials, decreased international sales, reduced margins or increased prices. Changes in U.S. trade policy and retaliatory actions by U.S. trade partners could also result in weakening economic conditions.
If new tariffs are imposed or current tariffs are increased, materials and goods that U.S. companies import and export may face higher prices, and this could lead to significant shortages or price increases in our raw materials, decreased international sales, reduced margins or increased prices.
Also, some of our customers, primarily in the steel, aluminum and aerospace industries, often have fewer manufacturing locations compared to other metalworking customers and generally use higher volumes of products at a single location.
The bankruptcy of a major customer could therefore have a material adverse effect on our liquidity, financial position and results of operations. Also, some of our customers, primarily in the steel, aluminum and aerospace industries, often have fewer manufacturing locations compared to other metalworking customers and generally use higher volumes of products at a single location.
In addition, terrorist attacks or natural disasters may disrupt the global insurance and reinsurance industries with the result that we may not be able to obtain insurance at historical terms and levels, if at all, for all of our facilities.
In addition, such events may disrupt the global insurance and reinsurance industries with the result that we may not be able to obtain insurance at historical terms and levels, if at all, for all of our facilities. In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.
Terrorist attacks, other acts of armed conflicts or war, cyber-attacks, natural disasters, widespread public health crises or an outbreak of a contagious disease, or other uncommon global events, such as the current military conflicts between Russia and Ukraine and in the Middle East, as well as responses to such events including sanctions, boycotts, protests or other restrictive actions by the United States and/or other countries or its residents, may negatively affect our operations.
Wars and armed conflicts, such as the ongoing military conflicts in Ukraine and the Middle East, as well as responses to such events including sanctions, boycotts, protests or other restrictive actions by the U.S. and/or other countries or its residents, terrorist attacks, cyber-attacks, natural disasters, widespread public health crises or other disruptive events may negatively affect our operations.
If we are unsuccessful with differentiating ourselves, it could have a material adverse effect on our liquidity, financial position and results of operations and we could lose market share to our competitors. 7 Loss of a significant customer, bankruptcy of a major customer, or the closure of or significant reduction in production at a customer site could have a material adverse effect on our liquidity, financial position and results of operations.
If we are unsuccessful with differentiating ourselves, it could have a material adverse effect on our liquidity, financial position and results of operations and we could lose market share to our competitors.
If we are unable to consummate such transactions, or successfully integrate and grow completed acquisitions and achieve contemplated revenue synergies and cost savings, our financial condition and results of operations could be adversely affected. 8 We may also need to finance future acquisitions, and the terms of any financing, and the need to ultimately repay or refinance any indebtedness, may have negative effects on us.
If we are unable to consummate such transactions, or successfully integrate and grow completed acquisitions and achieve contemplated revenue synergies and cost savings, our financial condition and results of operations could be adversely affected.
Uncertainty related to environmental regulation and industry standards relating to, as well as physical risks of, climate change and biodiversity loss, could impact our liquidity, financial position, and results of operations.
In addition, investigations by government authorities in these countries could have a material adverse effect on our business, results of operations and financial condition. Uncertainty related to environmental regulation and industry standards relating to, as well as physical risks of, climate change and biodiversity loss, could impact our liquidity, financial position, and results of operations.
In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive. Widespread public health crises, including contagious diseases, could also disrupt operations of the Company, its suppliers and customers which could have a material adverse impact on our results of operations.
Widespread public health crises, including contagious diseases, could also disrupt operations of the Company, its suppliers and customers, which could have a material adverse impact on our results of operations.
We may not be able to timely develop, manufacture and gain market acceptance of new and enhanced products required to maintain or expand our business, which could adversely affect our competitive position and our liquidity, financial position and results of operations.
The loss, closure, or significant reduction in production at one or more of these locations or other major sites of a significant customer could have a material adverse effect on our business. 7 We may not be able to timely develop, manufacture and gain market acceptance of new and enhanced products required to maintain or expand our business, which could adversely affect our competitive position and our liquidity, financial position and results of operations.
The loss, closure, or significant reduction in production at one or more of these locations or other major sites of a significant customer could have a material adverse effect on our business.
Loss of a significant customer, bankruptcy of a major customer, or the closure of or significant reduction in production at a customer site could have a material adverse effect on our liquidity, financial position and results of operations.
Additionally, adverse effects upon our customers’ industries related to the worldwide social and political environment may also adversely affect demand for our services.
Any harm to our reputation resulting from setting these standards or our failure or perceived failure to meet such standards could adversely affect our business, financial performance, and growth. Additionally, adverse effects upon our customers’ industries related to the worldwide social and political environment may also adversely affect demand for our services.
If we are unable to successfully manage these and other risks associated with our international businesses, the risks could have a material adverse effect on our business, results of operations and financial condition. The scope of our international operations subjects us to risks from currency fluctuations that could adversely affect our liquidity, financial position and results of operations.
Changes in U.S. trade policy and retaliatory actions by U.S. trade partners could also result in weakening economic conditions. If we are unable to successfully manage these and other risks associated with our international businesses, the risks could have a material adverse effect on our business, results of operations and financial condition.
Further, as we work to align with the recommendations of recognized third-party frameworks, we continue to expand our disclosures in these areas. This is consistent with our commitment to executing on a strategy that reflects the economic, social, and environmental impact we have on the world while advancing and complementing our business strategy.
This is consistent with our commitment to executing on a strategy that reflects the economic, social, and environmental impact we have on the world while advancing and complementing our business strategy. Our disclosures on these matters and standards we set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand.
However, there can be no assurance that these mitigating factors will be adequate to attract or retain qualified management or other key personnel.
However, there can be no assurance that these mitigating factors will be adequate to attract or retain qualified management or other key personnel. Failure to retain key employees, failure to effectively implement our succession planning efforts and successfully transition key roles, or the inability to hire, train, retain and manage qualified personnel could also adversely affect our business.
Our disclosures on these matters and standards we set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. It is possible that our stakeholders might not be satisfied with our ESG efforts or the speed of their adoption.
It is possible that our stakeholders might not be satisfied with our ESG efforts or the speed of their adoption. If we do not meet our stakeholders’ expectations, our business and/or our ability to access capital could be harmed.
These swaps only cover a portion of our variable rate indebtedness.
These swaps only cover a portion of our variable rate indebtedness. See Note 24, Hedging Activities , to the Consolidated Financial Statements for more information.
Failure to retain key employees, failure to effectively implement our succession planning efforts and successfully transition key roles, or the inability to hire, train, retain and manage qualified personnel could also adversely affect our business. 17 Increasing scrutiny and changing expectations from stakeholders with respect to our Environmental, Social and Governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.
Increasing scrutiny and changing expectations from stakeholders with respect to our Environmental, Social and Governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks. Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices.
These developing requirements can significantly expand climate and other sustainability related disclosure requirements, which could require substantial time and attention of management and financial resources. Additionally, we could be subjected to negative responses by governmental actors, such as anti-ESG legislation, which could have a material adverse effect on our business, liquidity, financial position, and results of operations.
These developing requirements can significantly expand climate and other sustainability related disclosure requirements, which could require substantial time and attention of management and financial resources. Further, as we work to align with the recommendations of recognized third-party frameworks, we continue to expand our disclosures in these areas.
Any long-term material adverse effect on our customers or their industries could have a significant financial and operational adverse impact on our business.
Any long-term material adverse effect on our customers or their industries could have a significant financial and operational adverse impact on our business. 18 In addition, “Anti-ESG” sentiment has also gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions and engaged in related investigations and litigation.
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If we fail to successfully integrate acquisitions into our existing business, our financial condition and results of operations could be adversely affected.
Added
We may also need to finance future acquisitions, and the terms of any financing, and the need to ultimately repay or refinance any indebtedness, may have negative effects on us. Acquisitions also could have a dilutive effect on our financial results.
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This practice can give rise to foreign exchange risk.
Added
Recent government actions, including tariffs and trade policies, have impacted the global economy, disrupted global supply chains, created significant uncertainty and volatility in financial markets, and increased the risk of recession and elevated unemployment levels; these conditions could continue or worsen. Changes in U.S. trade policy and retaliatory actions by U.S. trade partners could also result in weakening economic conditions.
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We seek to mitigate this risk through local sourcing of raw materials in the majority of our locations. 11 Risks Relating to Our Supply Chain If we are unable to obtain price increases or contract concessions sufficient to offset increases in the costs of raw materials, this could result in a loss of sales, gross profit, and/or market share and could have a material adverse effect on our liquidity, financial position and results of operations.
Added
The scope of our international operations subjects us to risks from currency fluctuations that could adversely affect our liquidity, financial position and results of operations. Our non-U.S. operations generate significant revenues and earnings.
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Conversely, if we fail to adjust prices in a declining raw material cost environment, we could lose sales, gross profit, and/or market share which could have a material adverse effect on our liquidity, financial position and results of operations.
Added
We seek to mitigate this risk through local sourcing of raw materials in the majority of our locations. Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control may adversely impact our business, financial condition, and results of operations.
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In addition, investigations by government authorities as well as legal, social, economic and political issues in these countries could have a material adverse effect on our business, results of operations and financial condition. We are also subject to the risks that our employees, joint venture partners and agents outside of the U.S. may fail to comply with other applicable laws.
Added
The U.S. government recently implemented changes to its trade policies, including significant tariff increases on imports and potential changes to existing trade agreements, creating a dynamic and uncertain trade environment. Such measures can be adopted with little or no notice, and retaliatory actions by other countries may further increase costs and disrupt global supply chains.
Removed
If we do not meet our stakeholders’ expectations, our business and/or our ability to access capital could be harmed. Any harm to our reputation resulting from setting these standards or our failure or perceived failure to meet such standards could adversely affect our business, financial performance, and growth.
Added
Higher tariffs or trade restrictions may raise the cost of inventory and products sold by our customers, vendors, partners, and suppliers, reducing demand, compressing margins, and impairing their financial performance and ability to meet obligations. This, in turn, could adversely impact our financial condition and results of operations.
Added
Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial markets, which may lead to adverse changes in the availability, terms and cost of capital, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects. 11 Risks Relating to Our Supply Chain We rely on a wide variety of raw materials, and our business depends on our ability to source them cost-effectively.
Added
We are subject to risks associated with the development and use of artificial intelligence (“AI”) technologies by us and third parties Although currently limited, the deployment of AI technologies in our operations, products, and services may expose us to significant competitive, legal, regulatory, and operational risks.
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There can be no assurance that our use of AI will achieve the intended benefits or enhance our business as anticipated.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCollectively this team has decades of dedicated cybersecurity experience with personnel experienced and certified in various disciplines, including data security and privacy, enterprise risk management, cloud security and ethical hacking. The Global Cyber Security team reports to the Chief Digital Information Officer (“CDIO”), who in turn reports to the Chief Executive Officer (“CEO”).
Biggest changeCollectively this team has decades of dedicated cybersecurity experience with personnel experienced and certified in various disciplines, including data security and privacy, enterprise risk management, cloud security and ethical hacking.
As of the date of this report, we are not aware of any risks from cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, individually or in the aggregate. Governance The Board, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.
As of the date of this report, we are not aware of any cybersecurity incidents or risks from cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, individually or in the aggregate. Governance The Board, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.
Refer to the “Information about our Executive Officers” section, which appears in Item 4(a) of this report for more information about the CDIO’s relevant professional experience and qualifications. Risk Management and Strategy Key cybersecurity risks are incorporated into our enterprise risk management framework.
Refer to the “Information about our Executive Officers” section, which appears in Item 4(a) of this report for more information about the CDIO’s relevant professional experience and qualifications. 19 Risk Management and Strategy Key cybersecurity risks are incorporated into our enterprise risk management framework.
We assess third party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addendums to our contracts where applicable. 19
We assess third party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addendums to our contracts where applicable.
Added
The Global Cyber Security team reports to the Chief Digital Information Officer (“CDIO”), who reports to the Chief Financial Officer (“CFO”), who in turn reports to the Chief Executive Officer (“CEO”).

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed4 unchanged
Biggest changeThe Company’s Asia/Pacific segment operates out of its principal facilities located in Chongqing, China; Qingpu, China; Shanghai, China; Songjiang, China; Dahej, India; Rayong, Thailand; Moorabbin, Australia; Perth, Australia, and Gamagori, Japan.
Biggest changeThe Company’s Asia/Pacific segment operates out of its principal facilities located in Chongqing, China; Qingpu, China; Shanghai, China; Songjiang, China; Dahej, India; Rayong, Thailand; Moorabbin, Australia; Perth, Australia, Gamagori, Japan, and Ichihara City, Japan.
With the exception of the Conshohocken, Santa Fe Springs, Madison Heights, Lewisburg, Monheim am Rhein, Aurora, Karlshamn, Songjiang, Rayong, and Coventry sites, which are leased, the remaining principal facilities are owned by the Company and, as of December 31, 2024, were mortgage free. Quaker Houghton also leases sales, laboratory, manufacturing, and warehouse facilities in other locations.
With the exception of the Conshohocken, Santa Fe Springs, Madison Heights, Lewisburg, Monheim am Rhein, Aurora, Karlshamn, Songjiang, Rayong, and Coventry sites, which are leased, the remaining principal facilities are owned by the Company and, as of December 31, 2025, were mortgage free. Quaker Houghton also leases sales, laboratory, manufacturing, and warehouse facilities in other locations.
Quaker Houghton’s principal facilities consist of various manufacturing, administrative, warehouse, and laboratory buildings. Most locations have raw material storage tanks, ranging from 1 to 155 at each location with capacities ranging from 300 to 70,000 gallons, and processing or manufacturing vessels ranging from 1 to 54 at each location with capacities ranging from 2 to 29,000 gallons.
Quaker Houghton’s principal facilities consist of various manufacturing, administrative, warehouse, and laboratory buildings. Most locations have raw material storage tanks, ranging from 1 to 155 at each location with capacities ranging from 5 to 70,000 gallons, and processing or manufacturing vessels ranging from 2 to 54 at each location with capacities ranging from 2 to 29,000 gallons.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

14 edited+12 added−3 removed2 unchanged
Biggest changeRansley has served as Senior Vice President, Chief Digital Information Officer since she joined the Company in July 2023. Prior to joining the Company, Ms. Ransley served as Global Chief Information Officer at Godiva Chocolatier from September 2021 through March 2023.
Biggest changeMoreno has been with Quaker Houghton for 22 years, holding various leadership positions in South America, Southern Europe, Middle East, and Africa. Anna Ransley, 48 Senior Vice President, Chief Digital Information Officer Ms. Ransley has served as Senior Vice President, Chief Digital Information Officer since she joined the Company in July 2023. Prior to joining the Company, Ms.
Item 4. Mine Safety Disclosures. Not applicable. 20 Item 4(a). Information about our Executive Officers. Our executive officers as of February 24, 2025 are listed below with their respective ages, positions currently held at the Company, and principal occupation and business experience during at least the last five years.
Item 4. Mine Safety Disclosures. Not applicable. 20 Item 4(a). Information about our Executive Officers. Our executive officers as of February 23, 2026 are listed below with their respective ages, positions currently held at the Company, and principal occupation and business experience during at least the last five years.
Traub, who has been employed by the Company since 2000, has served as Senior Vice President, General Counsel and Corporate Secretary since August 2019. He previously served as Vice President, General Counsel and Corporate Secretary from April 2015 until July 2019. 22 PART II
Traub, 61 Senior Vice President, General Counsel and Corporate Secretary Mr. Traub, who has been employed by the Company since 2000, has served as Senior Vice President, General Counsel and Corporate Secretary since August 2019. He previously served as Vice President, General Counsel and Corporate Secretary from April 2015 until July 2019. 23 PART II
Each of the executive officers, with the exception of Jeffrey Kutz, is appointed annually to a one-year term. Mr. Kutz is considered an executive officer in his capacity as principal accounting officer for purposes of this Item 4(a).
Each of the executive officers, with the exception of Steven Dassing, is appointed annually to a one-year term. Mr. Dassing is considered an executive officer in his capacity as principal accounting officer for purposes of this Item 4(a).
Name, Age, and Present Position with the Company Business Experience During the Past Five Years and Period Served as an Officer Joseph A. Berquist, 53 Chief Executive Officer and President Mr. Berquist was named Chief Executive Officer and President of Quaker Houghton and appointed to the Board as a director on November 18, 2024. Mr.
Name, Age, and Present Position with the Company Business Experience During the Past Five Years and Period Served as an Officer Joseph A. Berquist, 54 Chief Executive Officer and President Mr. Berquist was named Chief Executive Officer and President of Quaker Houghton and appointed to the Board as a director in November 2024. Mr.
Prior to joining Godiva, she served as Vice President, Digital and Technology and US Chief Information Officer at Heineken from January 2017 through September 2021. Previously, Ms. Ransley held various IT leadership positions at companies such as Boehringer Ingelheim, Connolly, Inc. and Hyperion/Oracle. Dr. David Slinkman, 60 Senior Vice President, Chief Technology Officer Dr.
Ransley served as Global Chief Information Officer at Godiva Chocolatier from September 2021 through March 2023. Prior to joining Godiva, she served as Vice President, Digital and Technology and US Chief Information Officer at Heineken from January 2017 through September 2021. Previously, Ms. Ransley held various IT leadership positions at companies such as Boehringer Ingelheim, Connolly, Inc. and Hyperion/Oracle.
Coler served as Executive Vice President and Chief Financial Officer at Savage Companies from October 2022 until May 2024. Preceding his role at Savage, he served as Vice President, Finance and Chief Financial Officer for the Health, Hygiene & Consumables business unit at H.B. Fuller Corporation from September 2019 to October 2022.
Preceding his role at Savage, he served as Vice President, Finance and Chief Financial Officer for the Health, Hygiene & Consumables business unit at H.B. Fuller Corporation from September 2019 to October 2022. Before that, he served as Vice President, Corporate Finance at H.B. Fuller Corporation from February 2017 to August 2019. Mr.
Fleck has served as Senior Vice President, Chief Global Supply Chain Officer since he joined the Company in February 2023. Prior to joining the Company, Mr. Fleck served as Senior Vice President, Chief Supply Chain Officer at Georgia-Pacific Consumer Products Company.
Prior to that role, he served as Senior Vice President, Chief Supply Chain Officer from February 2023 through October 2025. Prior to joining the Company, Mr. Fleck served as Senior Vice President, Chief Supply Chain Officer at Georgia-Pacific Consumer Products Company.
Rokosky served as a Global Human Resources Director at FMC from February 2017 to January 2023. 21 Name, Age, and Present Position with the Company Business Experience During the Past Five Years and Period Served as an Officer Anna Ransley, 47 Senior Vice President, Chief Digital Information Officer Ms.
Director, HR Business Partner from January 2023 through September 2024. Prior to joining the Company, Ms. Rokosky served as a Global Human Resources Director at FMC from February 2017 to January 2023. 22 Name, Age, and Present Position with the Company Business Experience During the Past Five Years and Period Served as an Officer Robert T.
Jeewat Bijlani, 48 Executive Vice President, Chief Strategy Officer Mr. Bijlani, who has been employed by the Company since August 2019, has served as Executive Vice President, Chief Strategy Officer since April 2023. Prior to that role, he served as Senior Vice President, Managing Director - Americas from August 2019 until March 2023. Prior to joining the Company, Mr.
Jeewat Bijlani, 49 Executive Vice President, Global Specialty and Chief Growth Officer Mr. Bijlani, who has been employed by the Company since August 2019, was named Executive Vice President, Global Specialty and Chief Growth Officer effective March 1, 2025. Prior to this role, Mr. Bijlani served as Executive Vice President, Chief Strategy Officer from January 2023 through February 2025.
She previously served as Vice President, HR Business Partner from September 2024 through December 2024 and Sr. Director, HR Business Partner from January 2023 through September 2024. Prior to joining the Company, Ms.
Kristin M. Rokosky, 55 Senior Vice President, Chief Human Resources Officer Ms. Rokosky, who has been employed by the Company since January 2023, has served as Senior Vice President, Chief Human Resources Officer since January 2025. She previously served as Vice President, HR Business Partner from September 2024 through December 2024 and Sr.
Before that, he served as Senior Vice President, Chief Supply Chain and R&D Officer at Zep, Inc. from 2010 to 2015. Mr. Fleck’s previous experience also includes various supply chain management leadership positions at The Clorox Company, American Home Products and Cargill Incorporated. Jeffrey J. Kutz, 65 Vice President, Chief Accounting Officer Mr.
Before that, he served as Senior Vice President, Chief Supply Chain and R&D Officer at Zep, Inc. from 2010 to 2015. Mr.
Bijlani served as President, Americas and Global Strategic Businesses of Houghton from March 2015 until July 2019. Thomas Coler, 51 Executive Vice President, Chief Financial Officer Mr. Coler has served as Executive Vice President and Chief Financial Officer since he joined the Company on June 10, 2024. Prior to joining the Company, Mr.
Coler has served as Executive Vice President and Chief Financial Officer since he joined the Company in June 2024. Prior to joining the Company, Mr. Coler served as Executive Vice President and Chief Financial Officer at Savage Companies from October 2022 through May 2024.
Before that, he served as Vice President, Corporate Finance at H.B. Fuller Corporation from February 2017 to August 2019. Mr. Coler’s previous experience also includes various finance leadership positions at Polaris Industries, Ecolab and Boston Scientific. Jeffrey L. Fleck, 54 Senior Vice President, Chief Global Supply Chain Officer Mr.
Coler’s previous experience also includes various finance leadership positions at Polaris Industries, Ecolab and Boston Scientific. Jeffrey L. Fleck, 55 Senior Vice President, Chief Global Operations Officer Mr. Fleck, who has been employed by the Company since February 2023, was named Senior Vice President, Chief Global Operations Officer effective November 1, 2025.
Removed
Kutz has served as the Vice President, Chief Accounting Officer since he joined the Company in January 2024. Prior to joining the Company, Mr. Kutz served as Vice President, Corporate Controller & Principal Accounting Officer and Director, Technical Accounting & Reporting and Executive Director, Accounting Policy & Reporting at Air Products and Chemicals Inc. from 2012 until December 2023.
Added
Previously, Mr. Bijlani served as Senior Vice President, Managing Director, Americas from August 2019 through December 2022. Renato Carvalho, 59 Senior Vice President, Regional Commercial Lead- Americas Mr. Carvalho, who has been employed by the Company since 2012, was named Senior Vice President, Regional Commercial Lead, Americas effective March 1, 2025.
Removed
He also held leadership roles at Exelon Corporation from 2008 to 2012 and Chatham Financial from 2001 to 2008. Kristin M. Rokosky, 54 Senior Vice President, Chief Human Resources Officer Ms. Rokosky, who has been employed by the Company since January 2023, has served as Senior Vice President, Chief Human Resources Officer since January 2025.
Added
Prior to that role, he served as Senior Director, Regional Commercial South America from December 2022 through February 2025 and Leader of South America from August 2019 until through November 2022. Additionally, Mr.
Removed
Slinkman has served as Senior Vice President, Chief Technology Officer since he joined the Company in August 2019. Prior to joining the Company, Dr. Slinkman served as Vice President of Technology of Houghton from March 2012 until July 2019. Robert T. Traub, 60 Senior Vice President, General Counsel and Corporate Secretary Mr.
Added
Carvalho has over 22 years of professional leadership experience in positions such as Plant Manager, Managing Director and Vice-President of multinational chemical companies including, ASK Chemicals (formerly known as Ashland Chemicals) and Houghton International. Thomas Coler, 52 Executive Vice President, Chief Financial Officer Mr.
Added
Fleck’s previous experience also includes various supply chain management leadership positions at The Clorox Company, American Home Products and Cargill Incorporated. 21 Name, Age, and Present Position with the Company Business Experience During the Past Five Years and Period Served as an Officer André Frodl, 52 Vice President, R&D – Metals and Metalworking Dr.
Added
Frodl, who has been employed by the Company since 2002, was named Vice President, R&D – Metals and Metalworking on October 1, 2025. From January 2023 through September 30, 2025, Dr. Frodl was responsible for the Operating and Advanced Solutions development labs in North and South America, Europe and Middle East and Africa. Dr.
Added
Frodl previously served as Director, Product Development EMEA from August 2019 through December 2022. Steven Dassing, 39 Vice President, Corporate Controller and Principal Accounting Officer Mr. Dassing, who has been employed by the Company since May 2022, was named Principal Accounting Officer on July 18, 2025, in addition to serving as Vice President, Corporate Controller since July 2024.
Added
Before that, he served as the Corporate Controller from 2022 to 2024. Prior to joining the Company, Mr. Dassing was the Assistant Controller of FXI, from September 2020 to June 2022. Before that, Mr. Dassing spent over six years, from 2014 to 2020 at Dorman Products, where he served in various roles of increasing responsibilities.
Added
Christine Johnson, 44 Senior Vice President, Chief Transformation Officer Ms. Johnson joined the Company on October 1, 2025, as Senior Vice President, Chief Transformation Officer. Prior to joining Quaker Houghton, Ms. Johnson served as a Partner at McKinsey & Company, where she worked from June 2015 until September 2025. From September 2004 through May 2015, Ms.
Added
Johnson was a digital marketing and communications leader at DuPont. Albert Ma, 57 Senior Vice President, Regional Commercial Lead- APAC Mr. Ma, who has been employed by the Company since 2000, was named Senior Vice President, Regional Commercial Lead, Asia Pacific (APAC) effective March 1, 2025. Previously, Mr.
Added
Ma served as Vice President, Regional Commercial and Managing Director – China from November 2021 through February 2025. From 2019 through 2021, Mr. Ma served as Business Director, Metalworking. Kevin Meagher, 52 Vice President, R&D – Advanced Solutions Dr. Kevin Meagher joined the Company on January 1, 2026, as Vice President, R&D – Advanced Solutions.
Added
Prior to joining Quaker Houghton, Dr. Meagher spent over 10 years in leadership roles at Axalta Coating Systems, most recently serving as their Vice President, Advanced Innovation until December 2025. From 2005 through 2015, Dr. Meagher held various business and technical leadership roles at Henkel in their Automotive, Metals and Aviation businesses.
Added
Miguel Moreno, 48 Senior Vice President, Regional Commercial Lead- EMEA Mr. Moreno, who has been employed by the Company since 2003, was named Senior Vice President, Regional Commercial Lead, Europe, Middle East & Africa (EMEA) effective March 1, 2025. Previously, he served as Vice President Commercial Europe from January 2023 through February 2025. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−1 removed7 unchanged
Biggest changeCompany / Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Quaker Chemical Corp. $ 100.00 $ 155.43 $ 142.48 $ 104.16 $ 134.50 $ 89.60 S&P MidCap 400 Index 100.00 113.66 141.80 123.28 143.54 163.54 S&P 400 Materials Group Index 100.00 110.65 146.30 142.31 165.83 161.74 S&P Composite 1500 Chemicals Index 100.00 118.22 148.89 131.59 146.19 144.62 Item 6. Reserved. 24
Biggest changeCompany / Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Quaker Chemical Corp. $ 100.00 $ 91.67 $ 67.02 $ 86.53 $ 57.65 $ 57.15 S&P 600 SmallCap Index 100.00 126.82 106.40 123.48 134.22 142.30 S&P 400 Materials Group Index 100.00 132.23 128.61 149.88 146.17 152.53 S&P Composite 1500 Chemicals Index 100.00 125.94 111.31 123.66 122.34 119.03 Item 6. Reserved. 25
Subsequently, our Board declared quarterly dividends of $0.485 per share of outstanding common stock in July and November 2024, payable to shareholders of record in October 2024 and January 2025, respectively. We currently expect to continue paying comparable cash dividends on a quarterly basis in the future.
Subsequently, our Board declared quarterly dividends of $0.508 per share of outstanding common stock in July and November 2025, payable to shareholders of record in October 2025 and January 2026, respectively. We currently expect to continue paying comparable cash dividends on a quarterly basis in the future.
In February and May 2024, our Board declared quarterly cash dividends of $0.455 per share of outstanding common stock, payable to shareholders of record in April 2024 and July 2024, respectively.
In February and May 2025, our Board declared quarterly cash dividends of $0.485 per share of outstanding common stock, payable to shareholders of record in April 2025 and July 2025, respectively.
Refer to the description of the Company’s primary Credit Facility in Note 19, Debt , to the Consolidated Financial Statements in Item 8 of this Report for more information about the covenants. As of January 17, 2025, 17,673,437 shares of Quaker common stock were issued and outstanding and were held by 549 shareholders of record.
Refer to the description of the Company’s primary Credit Facility in Note 19, Debt , to the Consolidated Financial Statements in Item 8 of this Report for more information about the covenants. As of January 16, 2026, 17,332,279 shares of Quaker common stock were issued and outstanding and were held by 496 shareholders of record.
The Board declared cash dividends that totaled $1.88 per share of outstanding common stock or $33.6 million during the year ended December 31, 2024 and $1.78 per share of outstanding common stock or $32.0 million during the year ended December 31, 2023.
The Board declared cash dividends that totaled $1.99 per share of outstanding common stock or $34.6 million during the year ended December 31, 2025 and $1.88 per share of outstanding common stock or $33.6 million during the year ended December 31, 2024.
The graph assumes the investment of $100 o n December 31, 2019 in each of Quaker’s common stock, the stocks comprising the MidCap Index, Materials Group Index and the Chemicals Index, respe ctively.
The graph assumes the investment of $100 o n December 31, 2020, in each of Quaker’s common stock, and in the stocks comprising the SmallCap Index, Materials Group Index and the Chemicals Index .
See Note 8, Equity , to the Consolidated Financial Statements for more information. 23 Stock Performance Graph The following graph compares the cumulative total return (assuming reinvestment of dividends) from December 31, 2019 to December 31, 2024 for (i) Quaker’s common stock, (ii) the S&P MidCap 400 Index (the “MidCap Index”), (iii) the S&P 400 Materials Group Index (the “Materials Group Index”) and (iv) S&P Composite 1500 Chemicals Index (the “Chemicals Index”), the new published industry index we have selected to use.
See Note 8, Equity , to the Consolidated Financial Statements for more information. 24 Stock Performance Graph The following graph compares the cumulative total return (assuming reinvestment of dividends) from December 31, 2020 to December 31, 2025 for (i) Quaker’s common stock, (ii) the S&P 600 SmallCap Index (the “SmallCap Index”), (iii) the S&P 400 Materials Group Index (the “Materials Group Index”) and (iv) S&P Composite 1500 Chemicals Index (the “Chemicals Index”).
The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the fourth quarter of 2024 for the period covered by this report: Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased (1)(2) (b) Average Price Paid Per Share (1) (2) (c) Total Number of Shares Purchased as part of Publicly Announced Plans or Programs (2) (d) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2) October 1 - October 31, 2024 72,200 $ 157.45 72,033 $ 115,756,544 November 1 - November 30, 2024 3,353 $ 167.15 — $ 115,756,544 December 1 - December 31, 2024 103,068 $ 145.80 102,876 $ 100,758,700 Total 178,621 $ 150.91 174,909 $ 100,758,700 (1) 3,712 of these shares were acquired from employees related to the surrender of shares in payment of the vesting of restricted stock awards or units.
The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the fourth quarter of 2025 for the period covered by this report: Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased (1)(2) (b) Average Price Paid Per Share (1) (2) (c) Total Number of Shares Purchased as part of Publicly Announced Plans or Programs (2) (d) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2) October 1 - October 31, 2025 38,060 $ 129.18 37,600 $ 59,406,473 November 1 - November 30, 2025 1,422 $ 130.69 1,293 $ 59,237,294 December 1 - December 31, 2025 1,433 $ 138.83 — $ 59,237,294 Total 40,915 $ 129.57 38,893 $ 59,237,294 (1) 2,022 of these shares were acquired from employees related to the surrender of shares in payment of the vesting of restricted stock awards or units.
Removed
We included the Chemicals Index this year because the Chemicals Index was also the peer group used to assess the 2024 performance stock unit’s total shareholder return relative to the performance of our peer group.
Added
We included the SmallCap Index this year, to replace the S&P MidCap 400 Index, as it represents the small-cap segment of the U.S. equity market and includes companies with similar market capitalizations to Quaker.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

133 edited+52 added−51 removed46 unchanged
Biggest changeThe following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable GAAP financial measures (dollars in thousands, unless otherwise noted, except per share amounts): Non-GAAP Operating Income and Margin Reconciliations For the years ended December 31, 2024 2023 2022 Operating income $ 194,706 $ 214,495 $ 52,304 Acquisition-related expenses (a) 1,854 — 8,812 Restructuring and related charges, net (b) 6,530 7,588 3,163 Strategic planning (credits) expenses (c) (290) 4,704 14,446 Executive transition costs (d) 7,288 688 2,813 Customer insolvency costs (e) 3,213 — — Impairment charges (k) — — 93,000 Russia-Ukraine conflict related expenses (l) — — 2,487 Other charges (n) 399 299 866 Non-GAAP operating income $ 213,700 $ 227,774 $ 177,891 Non-GAAP operating margin (%) (r) 11.6 % 11.7 % 9.2 % 31 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations For the years ended December 31, 2024 2023 2022 Net income (loss) attributable to Quaker Chemical Corporation $ 116,644 $ 112,748 $ (15,931) Depreciation and amortization (p) 85,108 83,020 81,514 Interest expense, net 41,002 50,699 32,579 Taxes on income (loss) before equity in net income of associated companies (q) 49,300 55,585 24,925 EBITDA 292,054 302,052 123,087 Equity (income) loss in a captive insurance company (h) (2,930) (2,090) 1,427 Acquisition-related expenses (credits) (a) 1,454 (475) 10,990 Restructuring and related charges, net (b) 6,530 7,588 3,163 Strategic planning (credits) expenses (c) (290) 4,704 14,446 Executive transition costs (d) 7,288 688 2,813 Customer insolvency costs (e) 3,213 — — Facility remediation recoveries, net (f) — (2,141) (1,804) Product liability claim costs, net (g) 2,040 — — Business interruption insurance proceeds (i) (1,000) — — Currency conversion impacts of hyper-inflationary economies (j) 811 7,849 1,617 Impairment charges (k) — — 93,000 Russia-Ukraine conflict related expenses (l) — — 2,487 Loss on extinguishment of debt (m) — — 6,763 Other charges (credits) (n) 1,748 2,204 (839) Adjusted EBITDA $ 310,918 $ 320,379 $ 257,150 Adjusted EBITDA margin (%) (r) 16.9 % 16.4 % 13.2 % Adjusted EBITDA $ 310,918 $ 320,379 $ 257,150 Less: Depreciation and amortization - adjusted (p) 85,108 83,020 81,514 Less: Interest expense, net 41,002 50,699 32,579 Less: Taxes on income (loss) before equity in net income of associated companies - adjusted (o)(q) 51,352 49,017 37,737 Non-GAAP net income $ 133,456 $ 137,643 $ 105,320 32 Non-GAAP Earnings per Diluted Share Reconciliations For the years ending December 31, 2024 2023 2022 GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders $ 6.51 $ 6.26 $ (0.89) Equity (income) loss in a captive insurance company per diluted share (h) (0.16) (0.12) 0.08 Acquisition-related expenses (credits) per diluted share (a) 0.06 (0.03) 0.49 Restructuring and related charges, net per diluted share (b) 0.28 0.32 0.13 Strategic planning (credits) expenses per diluted share (c) (0.01) 0.21 0.63 Executive transition costs per diluted share (d) 0.31 0.03 0.12 Customer insolvency costs per diluted share (e) 0.13 — — Facility remediation recoveries, net per diluted share (f) — (0.09) (0.08) Product liability claim costs, net per diluted share (g) 0.09 — — Business interruption insurance proceeds per diluted share (i) (0.04) — — Currency conversion impacts of hyper-inflationary economies per diluted share (j) 0.05 0.44 0.09 Impairment charges per diluted share (k) — — 5.19 Russia-Ukraine conflict related expenses per diluted share (l) — — 0.12 Loss on extinguishment of debt per diluted share (m) — — 0.29 Other charges (credits) per diluted share (n) 0.05 0.09 (0.04) Impact of certain discrete tax items per diluted share (o) 0.17 0.54 (0.26) Non-GAAP earnings per diluted share (s) $ 7.44 $ 7.65 $ 5.87 (a) Acquisition-related expenses (credits) include expense associated with the Company's recent and potential acquisitions, including legal, financial, consulting and other costs.
Biggest changeThe following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable GAAP financial measures (dollars in thousands, unless otherwise noted, except per share amounts): Non-GAAP Gross Profit and Margin Reconciliations For the years ended December 31, 2025 2024 2023 Gross profit $ 679,372 $ 686,030 $ 705,644 Acquisition-related step-up inventory amortization (a) 6,022 — — Gain on inventory and other adjustments (o) (2,933) — — Non-GAAP gross profit $ 682,461 $ 686,030 $ 705,644 Non-GAAP gross margin (%) (u) 36.1 % 37.3 % 36.1 % Non-GAAP Operating Income and Margin Reconciliations For the years ended December 31, 2025 2024 2023 Operating income $ 52,986 $ 194,706 $ 214,495 Acquisition-related step-up inventory amortization (a) 6,022 — — Restructuring and related charges, net (b) 35,130 6,530 7,588 Acquisition-related expenses (credits) (c) 12,031 1,854 — Strategic planning expenses (credits) (d) 579 (290) 4,704 Executive transition costs (f) — 7,288 688 Customer insolvency costs (g) — 3,213 — Gain on inventory and other adjustments (o) (3,256) — — Impairment charges (i) 88,840 — — Acquisition-related depreciation and amortization (j) 4,975 — — Other charges (credits) (p) 2,098 399 299 Non-GAAP operating income $ 199,405 $ 213,700 $ 227,774 Non-GAAP operating margin (%) (u) 10.6 % 11.6 % 11.7 % 33 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations For the years ended December 31, 2025 2024 2023 Net income attributable to Quaker Chemical Corporation $ (2,488) $ 116,644 $ 112,748 Depreciation and amortization (s) 94,402 85,108 83,020 Interest expense 44,048 41,002 50,699 Taxes on income before equity in net income of associated companies (t) 24,607 49,300 55,585 EBITDA 160,569 292,054 302,052 Equity income in a captive insurance company (q) (4,272) (2,930) (2,090) Acquisition-related step-up inventory amortization (a) 6,022 — — Restructuring and related charges, net (b) 35,130 6,530 7,588 Acquisition-related expenses (credits) (c) 12,031 1,454 (475) Strategic planning expenses (credits) (d) 579 (290) 4,704 Gain on inventory and other adjustments (o) (3,256) — — Pension and postretirement benefit costs, non-service components (e) 1,676 1,827 2,033 Executive transition costs (f) — 7,288 688 Customer insolvency costs (g) — 3,213 — Currency conversion impacts of hyper-inflationary economies (h) 2,216 811 7,849 Impairment charges (i) 88,840 — — Loss on acquisition-related hedges (k) 1,351 — — Gain on sale of assets (l) (2,534) (492) — Multiemployer plan withdrawal charge (m) 923 — — Brazilian non-income tax credits (n) (1,762) — — Other charges (credits) (p) 1,725 1,453 (1,970) Adjusted EBITDA $ 299,238 $ 310,918 $ 320,379 Adjusted EBITDA margin (%) (u) 15.8 % 16.9 % 16.4 % Adjusted EBITDA $ 299,238 $ 310,918 $ 320,379 Less: Depreciation and amortization - adjusted (s) 94,402 85,108 83,020 Less: Interest expense 44,048 41,002 50,699 Less: Taxes on income (loss) before equity in net income of associated companies - adjusted (r)(t) 42,608 51,352 49,017 Plus: Acquisition-related depreciation and amortization (j) 4,975 — — Non-GAAP net income $ 123,155 $ 133,456 $ 137,643 34 Non-GAAP Earnings per Diluted Share Reconciliations For the years ending December 31, 2025 2024 2023 GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders $ (0.14) $ 6.51 $ 6.26 Equity income in a captive insurance company (q) (0.24) (0.16) (0.12) Acquisition-related step-up inventory amortization (a) 0.25 — — Restructuring and related charges, net (b) 1.49 0.28 0.32 Acquisition-related expenses (credits) (c) 0.53 0.06 (0.03) Strategic planning expenses (credits) (d) 0.03 (0.01) 0.21 Pension and postretirement benefit costs, non-service components (e) 0.07 0.05 0.09 Executive transition costs (f) — 0.31 0.03 Customer insolvency costs (g) — 0.13 — Currency conversion impacts of hyper-inflationary economies (h) 0.13 0.05 0.44 Impairment charges (i) 4.91 — — Acquisition-related depreciation and amortization (j) 0.20 — — Loss on acquisition-related hedges (k) 0.06 — — Gain on sale of assets (l) (0.11) (0.02) — Multiemployer plan withdrawal charge (m) 0.04 — — Brazilian non-income tax credits (n) (0.08) — — Gain on inventory and other adjustments (o) (0.14) — — Other charges (credits) (p) 0.08 0.07 (0.09) Impact of certain discrete tax items (r) (0.06) 0.17 0.54 Non-GAAP earnings per diluted share (v) $ 7.02 $ 7.44 $ 7.65 (a) Acquisition-related step-up inventory amortization represents the amortization of the fair value step-up in Dipsol’s inventories as a result of the acquisition which is recorded within Cost of goods sold in the Company’s Consolidated Statements of Operations.
Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA.
Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA.
Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, impairment charges, and restructuring charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense, net and Other income (expense), net.
Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, impairment charges, and restructuring charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense and Other (expense) income, net.
Segment operating earnings in EMEA were $99.4 million, a decrease of $5.4 million or 5% compared to 2023 primarily driven by the decrease in net sales, partially offset by an improvement in segment operating margins driven by the Company’s margin improvement initiatives. Asia/Pacific Asia/Pacific represented approximately 23% of the Company’s consolidated net sales in 2024.
Segment operating earnings in EMEA were $99.4 million in 2024, a decrease of $5.4 million or 5% compared to 2023 primarily driven by the decrease in net sales, partially offset by an improvement in segment operating margins driven by the Company’s margin improvement initiatives. Asia/Pacific Asia/Pacific represented approximately 23% of the Company’s consolidated net sales in 2024.
The Company believes these non-GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. 30 Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures.
The Company believes these non-GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures.
Segment operating earnings in the Americas were $244.0 million, a decrease of $22.1 million or 8% compared to 2023 primarily driven by the decrease in net sales, partially offset by an improvement in segment operating margins driven by the Company’s margin improvement initiatives. 37 EMEA EMEA represented approximately 29% of the Company’s consolidated net sales in 2024.
Segment operating earnings in the Americas were $244.0 million in 2024, a decrease of $22.1 million or 8% compared to 2023 primarily driven by the decrease in net sales, partially offset by an improvement in segment operating margins driven by the Company’s margin improvement initiatives. EMEA EMEA represented approximately 29% of the Company’s consolidated net sales in 2024.
The segment’s net sales were $536.4 million, a decrease of $34.9 million or 6% compared to 2023. This was driven by a decline in sales volumes of 5% and a decline in selling price and product mix of 4%, partially offset by a contribution of sales from the acquisition of IKV of 3%.
The segment’s net sales were $536.4 million in 2024, a decrease of $34.9 million or 6% compared to 2023. This was driven by a decline in sales volumes of 5% and a decline in selling price and product mix of 4%, partially offset by a contribution of sales from the acquisition of IKV of 3%.
The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that management believes are not indicative of future operating performance or not considered core to the Company’s operations.
The Company also presents adjusted EBITDA, which is calculated as EBITDA plus or minus certain items that management believes are not indicative of future operating performance or core to the Company’s operations.
(q) Taxes on income before equity in net income of associated companies – adjusted presents the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of net income attributable to Quaker Chemical Corporation to adjusted EBITDA and was determined utilizing the applicable rates in the taxing jurisdictions in which these adjustments occurred, subject to deductibility.
(t) Taxes on income before equity in net income of associated companies – adjusted presents the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of net income attributable to Quaker Chemical Corporation to adjusted EBITDA and was determined utilizing the applicable rates in the taxing jurisdictions in which these adjustments occurred, subject to deductibility.
While the Company has considered future taxable income and assesses the need for a valuation allowance, in the event Quaker Houghton were to determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.
While the Company has considered future taxable income and assesses the need for a valuation allowance, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.
The timing and amount of potential capital requirements cannot be determined at this time and will depend on a number of factors, including the actual and projected demand for our products, specialty chemical industry conditions, competitive factors, and the condition of financial markets, among others. 29 The following table summarizes the Company’s contractual obligations as of December 31, 2024, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.
The timing and amount of potential capital requirements cannot be determined at this time and will depend on a number of factors, including the actual and projected demand for our products, specialty chemical industry conditions, competitive factors, and the condition of financial markets, among others. 31 The following table summarizes the Company’s contractual obligations as of December 31, 2025, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.
Cost of goods sold (“COGS”) were $1,153.7 million in 2024 compared to $1,247.7 million in 2023. The decrease of COGS of $94.0 million, or 8%, reflects lower spend on the decline in current year sales volumes and a modest decline in the Company’s global raw material costs.
Cost of goods sold (“COGS”) were $1,153.7 million in 2024 compared to $1,247.7 million in 2023. The decrease of COGS of $94.0 million, or 8%, reflects lower spend on the decline in 2024 sales volumes and a modest decline in the Company’s global raw material costs.
However, should the entire liability be paid, the amount of the payment may be reduced by up to $5.6 million as a result of offsetting benefits in other tax jurisdictions. See Note 10, Income Taxes , to the Consolidated Financial Statements for more information.
However, should the entire liability be paid, the amount of the payment may be reduced by up to $7.5 million as a result of offsetting benefits in other tax jurisdictions. See Note 10, Income Taxes , to the Consolidated Financial Statements for more information.
The decrease of $4.3 million was primarily due to lower current year income from the Company’s 50% equity interest in a joint venture in Korea offset by higher current year income from the Company’s equity interest in Primex. Net income attributable to noncontrolling interest was approximately $0.1 million for both 2024 and 2023.
The decrease of $4.3 million was primarily due to lower 2024 income from the Company’s 50% equity interest in a joint venture in Korea offset by higher 2024 income from the Company’s equity interest in Primex. Net income attributable to noncontrolling interest was approximately $0.1 million for both 2024 and 2023.
Interest expense, net, of $41.0 million decreased $9.7 million in 2024 compared to $50.7 million in 2023, primarily as a result of lower outstanding borrowings and decreases in interest rates. 35 The Company’s effective tax rates for 2024 and 2023 were 31.8% and 36.3%, respectively.
Interest expense of $41.0 million decreased $9.7 million in 2024 compared to $50.7 million in 2023, primarily as a result of lower outstanding borrowings and decreases in interest rates. The Company’s effective tax rates for 2024 and 2023 were 31.8% and 36.3%, respectively.
Interest obligations on the Company’s long-term debt and capital leases assume the current debt levels will be outstanding for the entire respective period and apply the interest rates in effect as of December 31, 2024.
Interest obligations on the Company’s long-term debt and capital leases assume the current debt levels will be outstanding for the entire respective period and apply the interest rates in effect as of December 31, 2025.
Financial covenants contained in the Credit Facility include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. As of December 31, 2024, the Company was in compliance with all of the Credit Facility covenants.
Financial covenants contained in the Credit Facility include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. As of December 31, 2025, the Company was in compliance with all of the Credit Facility covenants.
Pension and postretirement plan contributions beyond 2025 are not determinable since the amount of any contribution is heavily dependent on the future economic environment and investment returns on pension trust assets. The timing of payments related to other long-term liabilities which consists primarily of deferred compensation agreements and environmental reserves, also cannot be readily determined due to their uncertainty.
Pension and postretirement plan contributions beyond 2026 are not determinable since the amount of any contribution is heavily dependent on the future economic environment and investment returns on pension trust assets. The timing of payments related to other long-term liabilities which consist primarily of deferred compensation agreements and environmental reserves, also cannot be readily determined due to their uncertainty.
The Company’s current year effective tax rate was primarily impacted by the mix of pre-tax earnings, certain one-time charges related to an intercompany intangible asset transfer, provision to return and other adjustments, and withholding taxes, offset by changes in uncertain tax positions.
The Company’s 2024 effective tax rate was primarily impacted by the mix of pre-tax earnings, certain one-time charges related to an intercompany intangible asset transfer, provision to return and other adjustments, and withholding taxes, offset by changes in uncertain tax positions.
(h) Equity income (loss) in a captive insurance company represents the after-tax income attributable to the Company’s equity interest in Primex, Ltd. (“Primex”), a captive insurance company. The Company holds a 32% investment in and has significant influence over Primex, and therefore accounts for this investment under the equity method of accounting.
(q) Equity income in a captive insurance company represents the after-tax income attributable to the Company’s equity interest in Primex, Ltd. (“Primex”), a captive insurance company. The Company holds a 32% investment in and has significant influence over Primex, and therefore accounts for this investment under the equity method of accounting.
The Company’s current year improvement in gross margin was primarily driven by our value-based pricing model and modest improvements in raw material costs.
The Company’s improvement in gross margin was primarily driven by our value-based pricing model and modest improvements in raw material costs.
The Company may experience continued volatility in its effective tax rates due to several factors, including the timing of tax audits and the expiration of applicable statutes of limitations as they relate to uncertain tax positions, the unpredictability of the timing and amount of certain incentives in various tax jurisdictions, and the timing and amount of certain share-based compensation-related tax benefits, among other factors.
The Company may experience continued volatility in its effective tax rates due to several factors, including the timing of tax audits and the expiration of applicable statutes of limitations as they relate to uncertain tax positions, the unpredictability of the timing and amount of certain incentives in various tax jurisdictions, the tax impacts of acquisition and related integration activities, and the timing and amount of certain share-based compensation-related tax benefits, among other factors.
Dollar swing line lender and letter of credit issuer, Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders entered into an amendment to its primary credit facility (the “ Original Credit Facility”).
Dollar swing line lender and letter of credit issuer, Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders entered into an amendment to its primary credit facility (the “Original Credit Facility”).
The decrease in selling price and product mix was attributable to the impact of our index-based customer contracts and the mix of products and services.
The decrease in selling price and product mix was primarily attributable to the impact of the mix of products, services and geographies and the impact of our index-based customer contracts.
Additionally, the Company had higher non-income tax refunds of $3.7 million in the current year compared to non-income tax refunds of $1.3 million in the prior year.
Additionally, the Company had higher non-income tax refunds of $3.7 million in 2024 compared to non-income tax refunds of $1.3 million in the prior year.
The segment’s net sales were $421.1 million, an increase of 4% or approximately $16.2 million compared to 2023.
The segment’s net sales were $421.1 million in 2024, an increase of 4% or approximately $16.2 million compared to 2023.
The Company’s 2023 effective tax rate was primarily impacted by changes to the valuation allowance for and the usage of certain foreign tax credits, withholding taxes and deferred taxes on unremitted earnings, and the mix of pre-tax earnings.
The Company’s 2023 effective tax rate was primarily impacted by changes to the valuation allowance for and the usage of certain FTCs, withholding taxes and deferred taxes on unremitted earnings, and the mix of pre-tax earnings.
In addition, the foreign tax credit valuation allowance, or absence thereof, is based on a number of variables, including forecasted earnings, which may vary. Equity in net income of associated companies was $11.0 million in 2024 compared to $15.3 million in 2023.
In addition, the FTC valuation allowance, or absence thereof, is based on a number of variables, including forecasted earnings, which may vary. Equity in net income of associated companies was $11.0 million in 2024 compared to $15.3 million in 2023.
(p) Depreciation and amortization includes $1.0 million for each of the years ended December 31, 2024, 2023 and 2022, respectively, of amortization expense recorded within equity in net income of associated companies in the Company’s Consolidated Statements of Operations, which is attributable to amortization of the fair value purchase accounting step-up in connection with acquisition of the Company’s 50% equity interest in Korea Houghton Corporation.
(s) Depreciation and amortization includes $0.9 million, $1.0 million and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, of amortization expense recorded within equity in net income of associated companies in the Company’s Consolidated Statements of Operations, which is attributable to amortization of the fair value purchase accounting step-up in connection with acquisition of the Company’s 50% equity interest in Korea Houghton Corporation.
We generally reserve for large and/or financially distressed customers on a specific review basis, while a general reserve is maintained for other customers based on historical experience. The Company’s consolidated allowance for credit losses was $13.6 million and $13.3 million as of December 31, 2024 and 2023, respectively.
We generally reserve for large and/or financially distressed customers on a specific review basis, while a general reserve is maintained for other customers based on historical experience. The Company’s consolidated allowance for credit losses was $14.9 million and $13.6 million as of December 31, 2025 and 2024, respectively.
However, the Company may also be subject to other taxes, such as withholding taxes and dividend distribution taxes, if certain undistributed earnings are ultimately remitted to the U.S.
The Company may also be subject to other taxes, such as withholding taxes and dividend distribution taxes, if these undistributed earnings are ultimately remitted to the U.S.
The Company made cash payments related to the settlement of restructuring liabilities under the program of $7.6 million and $9.8 million during the years ended December 31, 2024 and 2023, respectively. The Company expects total one-time cash costs of this program to be approximately 1 to 1.5 times annualized savings.
The Company made cash payments related to the settlement of restructuring liabilities under the program of $26.6 million and $7.6 million during the years ended December 31, 2025 and 2024, respectively. The Company expects total one-time cash costs of this program to be approximately 1 to 1.5 times annualized savings.
As of December 31, 2024, the Company has a deferred tax liability of $8.4 million, which primarily represents the estimate of the non-U.S. taxes the Company will incur to remit certain previously taxed earnings to the U.S.
As of December 31, 2025, the Company has a deferred tax liability of $8.5 million, which primarily represents the estimate of the non-U.S. taxes the Company will incur to remit certain previously taxed earnings to the U.S.
(s) The Company calculates non-GAAP earnings per diluted share as non-GAAP net income attributable to the Company per weighted average diluted shares outstanding using the “two-class share method” to calculate such in each given period. Off-Balance Sheet Arrangements The Company had approximately $6 million of bank letters of credit and guarantees as of December 31, 2024.
(v) The Company calculates non-GAAP earnings per diluted share as non-GAAP net income attributable to the Company per weighted average diluted shares outstanding using the “two-class share method” to calculate such in each given period. Off-Balance Sheet Arrangements The Company had approximately $7 million of bank letters of credit and guarantees as of December 31, 2025.
Refer to the description of the Company’s primary Credit Facility in Note 19, Debt , to the Consolidated Financial Statements for more information about the covenants and events of default. The weighted average variable interest rate incurred on the outstanding borrowings under the Credit Facility during the twelve months ended December 31, 2024 was approximately 6.1%.
Refer to the description of the Company’s primary Credit Facility in Note 19, Debt , to the Consolidated Financial Statements for more information about the covenants and events of default. The weighted average variable interest rate incurred on the outstanding borrowings under the Credit Facility during the twelve months ended December 31, 2025 was approximately 5.2%.
The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain assets and/or liabilities denominated in certain foreign currencies.
The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain foreign currency-denominated assets and liabilities.
As of December 31, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.2%. As part of the Credit Facility, the Company is required to pay an annual commitment fee ranging from 0.150% to 0.275% related to unutilized commitments under the Revolver, depending on the Company’s consolidated net leverage ratio.
As of December 31, 2025, the interest rate on the outstanding borrowings under the Credit Facility was approximately 4.7%. As part of the Credit Facility, the Company is required to pay an annual commitment fee ranging from 0.150% to 0.275% related to unutilized commitments under the Revolver, depending on the Company’s consolidated net leverage ratio.
Term Loan and Revolver in connection to the amended Credit Facility during the second quarter of 2022. Capitalized costs attributed to the Euro Term Loan and U.S. Term Loan are recorded as a direct offset to Long-term debt on the Consolidated Balance Sheets. Capitalized costs attributed to the Revolver are recorded within Other assets on the Consolidated Balance Sheets.
Term Loan and Revolver during the second quarter of 2022. Capitalized costs attributed to the Euro Term Loan and U.S. Term Loan are recorded as a direct offset to Long-term debt on the Consolidated Balance Sheets. Capitalized costs attributed to the Revolver are recorded within Other assets on the Consolidated Balance Sheets.
See Note 7, Restructuring and Related Activities , to the Consolidated Financial Statements for more information. As of December 31, 2024, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $17.3 million. The Company cannot determine a reliable estimate of the timing of cash flows by period related to its uncertain tax position liability.
See Note 7, Restructuring and Related Activities , to the Consolidated Financial Statements for more information. 30 As of December 31, 2025, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $14.2 million. The Company cannot determine a reliable estimate of the timing of cash flows by period related to its uncertain tax position liability.
It is the Company’s current intention to reinvest its future undistributed earnings of non-U.S. subsidiaries to support working capital needs and certain other growth initiatives outside of the U.S. The amount of such undistributed earnings at December 31, 2024 was approximately $359.8 million.
It is the Company’s current intention to reinvest its future undistributed earnings of non-U.S. subsidiaries to support working capital needs and certain other growth initiatives outside of the U.S. The amount of such undistributed earnings at December 31, 2025 was approximately $429.2 million.
Excluding the impact of all non-core items in each year, described in the Non-GAAP Measures section of this Item, above, the Company estimates that the 2023 and 2022 effective tax rates would have been approximately 28% and 27%, respectively.
Excluding the impact of all non-core items in each year, described in the Non-GAAP Measures section of this Item above, the Company estimates that the 2025 and 2024 effective tax rates would have been approximately 28% and 29%, respectively.
The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Mexican peso and Brazilian real.
The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Brazilian real and Mexican peso during 2025 compared to 2024.
The Company recognized $6.5 million, $7.6 million and $3.2 million of restructuring and related charges for the years ended December 31, 2024, 2023 and 2022, respectively, as a result of these programs and other facility closure actions.
The Company recognized $35.1 million, $6.5 million and $7.6 million of restructuring and related charges for the years ended December 31, 2025, 2024 and 2023, respectively, as a result of these programs and other facility closure actions.
The Company recorded expense to increase its provision for credit losses by $2.1 million, $1.3 million and $4.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company recorded expense to increase its provision for credit losses by $0.7 million, $2.1 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The bank letters of credit and guarantees are not significant to the Company’s liquidity or capital resources. 34 Operations Consolidated Operations Review – Comparison of 2024 with 2023 The following table summarizes the sales variances by reportable segment and consolidated operations from the prior year: Sales volumes Selling price & product mix Foreign currency Acquisition & other Total Americas (5) % (4) % (1) % — % (10) % EMEA (5) % (4) % — % 3 % (6) % Asia/Pacific 7 % (3) % (2) % 2 % 4 % Consolidated (2) % (4) % (1) % 1 % (6) % Net sales of $1,839.7 million in 2024 decreased 6% compared to $1,953.3 million in 2023, primarily due to a decrease in selling price and product mix of approximately 4%, a decrease in sales volumes of approximately 2%, and unfavorable impacts from foreign currency translation of approximately 1%, partially offset by an increase in sales from acquisitions of approximately 1%.
Consolidated Operations Review – Comparison of 2024 with 2023 The following table summarizes sales variances by segment and consolidated operations from the prior year: Sales volumes Selling price & product mix Foreign currency Acquisition & other Total Americas (5) % (4) % (1) % — % (10) % EMEA (5) % (4) % — % 3 % (6) % Asia/Pacific 7 % (3) % (2) % 2 % 4 % Consolidated (2) % (4) % (1) % 1 % (6) % Net sales of $1,839.7 million in 2024 decreased 6% compared to $1,953.3 million in 2023, primarily due to a decrease in selling price and product mix of approximately 4%, a decrease in sales volumes of approximately 2%, and unfavorable impacts from foreign currency translation of approximately 1%, partially offset by an increase in sales from acquisitions of approximately 1%.
(c) Strategic planning (credits) expenses include certain consultant and advisory expenses for the Company's long-term strategic planning, as well as process optimization and the next phase of the Company's long-term integration to further optimize its footprint, processes and other functions. (d) Executive transition costs represent the costs related to the Company’s transition of executive officers.
(d) Strategic planning expenses (credits) include certain consultant and advisory expenses for the Company's long-term strategic planning, as well as process optimization and the next phase of the Company's long-term integration to further optimize its footprint, processes and other functions.
Operating income in 2024 was $194.7 million compared to $214.5 million in 2023. Excluding non-core items that are not indicative of future operating performance, as detailed above, the Company’s current year non-GAAP operating income was $213.7 million compared to $227.8 million in the prior year.
Operating income in 2024 was $194.7 million compared to $214.5 million in 2023. Excluding non-core items that are not indicative of future operating performance, as detailed above, the Company’s 2024 non-GAAP operating income was $213.7 million compared to $227.8 million in the prior year. The decrease in non-GAAP operating income was primarily due to lower gross profit, as described above.
(e) Customer insolvency costs represent charges associated with specific reserves for trade accounts receivable within the Company’s EMEA and America’s reportable segments related to two specific customers that filed for bankruptcy protection.
(f) Executive transition costs represent the costs related to the Company’s transition of executive officers. (g) Customer insolvency costs represent charges associated with specific reserves for trade accounts receivable within the Company’s EMEA and America’s reportable segments related to two specific customers that filed for bankruptcy protection.
The decline in sales volumes was primarily driven by softer market conditions broadly across the portfolio, partially offset by new business wins. The decline in selling price and product mix was primarily attributable to the impact of our index-based customer contacts and the mix of products and services.
The decrease in selling price and product mix was primarily attributable to the impact of the mix of products, services and geographies and the impact of our index-based customer contracts. The decline in sales volumes was primarily driven by softer market conditions, partially offset by continued new business wins.
The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Chinese renminbi.
The unfavorable foreign currency translation was primarily due to the strengthening of the U.S. dollar against the Chinese renminbi.
(r) The Company calculates adjusted EBITDA margin and non-GAAP operating margin as the percentage of adjusted EBITDA and non-GAAP operating income, respectively, to consolidated net sales.
(u) The Company calculates adjusted EBITDA margin, non-GAAP operating margin, and non-GAAP gross margin as the percentage of adjusted EBITDA, non-GAAP operating income, and non-GAAP gross profit to consolidated net sales.
See Notes 1, 4, 5, and 15 of Notes to Consolidated Financial Statements in Item 8 of this Report. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related product costs and other operating expenses.
See Notes 1, 4, 5, and 15 to the Consolidated Financial Statements for more information. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related product costs and other segment items.
The Company also records valuation allowances when necessary to reduce its deferred tax assets to the amount that is more likely than not to be realized.
The Company also records valuation allowances on a quarterly basis to reduce its deferred tax assets to the amount that is more likely than not to be realized.
Excluding non-recurring and non-core items, the Company’s current year non-GAAP net income and non-GAAP earnings per diluted share were $133.5 million and $7.44, respectively, compared to $137.6 million and $7.65, respectively, in 2023.
Excluding non-recurring and non-core items, the Company’s current year non-GAAP net income and non-GAAP earnings per diluted share were $123.2 million and $7.02, respectively, compared to $133.5 million and $7.44, respectively, in 2024.
However, actual results may differ materially from these estimates under different assumptions or conditions. 25 Quaker Houghton believes the following critical accounting policies describe the more significant judgments and estimates used in the preparation of its consolidated financial statements: Accounts receivable and inventory exposures: The Company establishes allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments.
Quaker Houghton believes the following critical accounting policies describe the more significant judgments and estimates used in the preparation of its consolidated financial statements: Accounts receivable and inventory exposures: The Company establishes allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments.
Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. Both determinations could have a material impact on the Company’s financial statements.
Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.
Critical Accounting Policies and Estimates Quaker Houghton’s discussion and analysis of its financial condition and results of operations are based on its consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The Company is continuing to evaluate the potential impacts of the provisions effective in 2026 and 2027. 26 Critical Accounting Policies and Estimates Quaker Houghton’s discussion and analysis of its financial condition and results of operations are based on its consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Any tax liability which might result from ultimate remittance of these earnings is expected to be substantially offset by foreign tax credits (subject to certain limitations), however, certain withholding taxes could apply. It is currently impractical to estimate any such incremental tax expense.
Any tax liability which might result from ultimate remittance of these earnings is expected to be substantially offset by foreign tax credits (“FTCs”) (subject to certain limitations), however, certain withholding taxes could apply. It is currently impractical to estimate any such incremental tax expense. See Note 10, Income Taxes , to the Consolidated Financial Statements for more information.
The Company had unused capacity under the Revolver of approximately $448.7 million, which is net of bank letters of credit of approximately $2.4 million, as of December 31, 2024.
The Company had unused capacity under the Revolver of approximately $268.5 million, which is net of bank letters of credit of approximately $2.5 million, as of December 31, 2025.
Operating earnings for the Americas and EMEA segments decreased compared to the prior year, primarily driven by a decrease in net sales, partially offset by an increase in segment operating margins. Asia/Pacific segment operating earnings increased compared to the prior year, primarily driven by an increase in net sales, partially offset by a decrease in segment operating margins.
The decrease in operating earnings for the EMEA segment compared to the prior year was primarily driven by lower segment operating margins, partially offset by an increase in net sales. The decrease in operating earnings for the America segment compared to the prior year was primarily driven by a decrease in net sales and a decrease in segment operating margins.
Reportable Segments Review - Comparison of 2024 with 2023 The Company’s reportable segments reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the Chief Operating Decision Maker of the Company assesses its performance.
Reportable Segments Review - Comparison of 2025 with 2024 The Company’s reportable segments reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the Chief Operating Decision Maker of the Company assesses its performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific.
Independent actuaries, in accordance with U.S. GAAP, perform the required valuations to determine benefit expense and, if necessary, non-cash charges to equity for additional minimum pension liabilities.
Pension and Postretirement benefits: The Company provides certain defined benefit pension and other postretirement benefits to current employees, former employees and retirees. Independent actuaries, in accordance with U.S. GAAP, perform the required valuations to determine benefit expense and, if necessary, non-cash charges to equity for additional minimum pension liabilities.
During 2022, the Company’s management initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. The Company has achieved its initial full run-rate cost savings goal from the global cost and optimization program of approximately $20 million.
During 2022, the Company initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. The Company has achieved its annualized cost savings goal from this program of at least $20 million.
When necessary, the Company consults with external advisors to help determine fair value. For non-observable market values, the Company may determine fair value using acceptable valuation principles, including the excess earnings, relief from royalty, lost profit or cost methods. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives.
When necessary, the Company consults with external advisors to help determine fair value. For non-observable market values, the Company may determine fair value using acceptable valuation principles, including the excess earnings, relief from royalty, lost profit or cost methods.
In addition, the Company presents non-GAAP operating income which is calculated as operating income plus or minus certain items that management believes are not indicative of future operating performance or considers core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively.
The Company presents non-GAAP operating income, which is calculated as operating income plus or minus certain items that management believes are not indicative of future operating performance or core to the Company’s operations.
Initial investigations identified soil and ground water contamination in select areas of the site. The site has conducted a multi-year soil and groundwater investigation and corresponding risk assessments based on the result of the investigations.
The site has conducted a multi-year soil and groundwater investigation and corresponding risk assessments based on the result of the investigations.
The Company’s total net debt as of December 31, 2024 was $519.4 million, which consists of total borrowings of $708.3 million less cash and cash equivalents of $188.9 million. The Credit Facility contains affirmative and negative covenants, financial covenants and events of default.
The Company’s total net debt as of December 31, 2025 was $691.4 million, which consists of total borrowings of $871.2 million less cash and cash equivalents of $179.8 million. The Credit Facility contains affirmative and negative covenants, financial covenants and events of default.
ACP began to perform such testing program work in 2022, and an additional round of testing is expected to commence in 2025. As of December 31, 2024, ACP believes it is close to meeting the conditions for closure of the remaining groundwater treatment system but continues to operate this system while in discussions with the relevant authorities.
ACP has performed such testing program work with an additional round of testing done in 2025. It is expected that additional testing may occur in 2026. As of December 31, 2025, ACP believes it has met the conditions for closure of the remaining groundwater treatment system but continues to operate this system while in discussions with the relevant authorities.
Additional details of each segment’s operating performance are further discussed in the Company’s reportable segments review, in the Operations section of this Item 7, below. Net cash flows provided by operating activities were $204.6 million in 2024 compared to $279.0 million in 2023.
Additional details of segment operating performance are provided in the Reportable Segments Review in the Operations section of this Item below. Net cash flows provided by operating activities were $136.5 million in 2025 compared to $204.6 million in 2024.
The Company’s other debt obligations are primarily industrial development bonds, bank lines of credit and municipality-related loans, which totaled $11.8 million as of December 31, 2024. Total unused capacity under these arrangements as of December 31, 2024 was approximately $32.9 million.
As of December 31, 2025, the Company had Credit Facility borrowings outstanding of $859.7 million. The Company’s other debt obligations are primarily industrial development bonds, bank lines of credit and municipality-related loans, which totaled $11.5 million as of December 31, 2025. Total unused capacity under these arrangements as of December 31, 2025 was approximately $57.4 million.
Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge, and customized services. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the U.S.
Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge, and customized services. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the U.S. Net sales of $1,888.6 million in 2025 increased 3% compared to $1,839.7 million in 2024.
In addition, our definitions of EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, and non-GAAP earnings per share, as discussed and reconciled below to the most comparable GAAP measures, may not be comparable to similarly named measures reported by other companies.
In addition, our definitions of EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP gross profit, non-GAAP gross margin, taxes on income before equity in net income of associated companies – adjusted, non-GAAP net income, and non-GAAP earnings per share, as discussed and reconciled below to the most comparable GAAP measures, may not be comparable to similarly named measures reported by other companies. 32 The Company presents EBITDA, which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, and taxes on income before equity in net income of associated companies.
The decrease in net operating cash flows was primarily driven by a reduction in cash inflow from working capital in the current year. The key drivers of the Company’s operating cash flow and overall liquidity are further discussed in the Company’s Liquidity and Capital Resources section of this Item 7, below.
The decrease in net operating cash flows was primarily driven by lower operating performance, higher cash outflows from restructuring activities and higher outflows from working capital in 2025 compared to 2024. The key drivers of the Company’s operating cash flow and working capital are further discussed in the Company’s Liquidity and Capital Resources section of this Item 7, below.
Goodwill and intangible assets that have indefinite lives are not amortized and are required to be assessed at least annually for impairment. The Company completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment.
The Company completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment.
Pursuant to the Tax Cuts and Jobs Act (“U.S. Tax Reform”), the Company recorded a $15.5 million transition tax liability for U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries. As of December 31, 2024, $11.6 million in installments have been paid with the remaining $3.9 million to be paid in 2025.
Both determinations could have a material impact on the Company’s financial statements. 27 Pursuant to the Tax Cuts and Jobs Act (“U.S. Tax Reform”), the Company recorded a $15.5 million transition tax liability for U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries. As of December 31, 2025, the $15.5 million transition liability has been fully paid.
The decrease in non-GAAP operating income was primarily due to lower gross profit, as described above. The Company had Other income, net of $1.4 million in 2024 compared to Other expense, net of $10.7 million in 2023 due to lower foreign exchange losses of $1.8 million in the current year compared to losses of $14.8 million in the prior year.
See the Non-GAAP Measures section of this Item above for additional details. 38 The Company had Other income, net of $1.4 million in 2024 compared to Other expense, net of $10.7 million in 2023 due to lower foreign exchange losses of $1.8 million in 2024 compared to losses of $14.8 million in the prior year.
See Note 25, Commitments and Contingencies , to the Consolidated Financial Statements for additional details. General See Item 7A of this Report, below, for further discussion of certain quantitative and qualitative disclosures about market risk.
Notwithstanding the foregoing, the Company cannot be certain that future liabilities in the form of remediation expenses and damages will not exceed amounts reserved. See Note 25, Commitments and Contingencies , to the Consolidated Financial Statements for additional details. General See Item 7A of this Report, below, for further discussion of certain quantitative and qualitative disclosures about market risk.
Tribologie IKVT and its subsidiaries (“IKV”), a $3.0 million increase in capital expenditures, and a reduction of proceeds from asset dispositions of $6.5 million. See Note 2, Business Combinations , to the Consolidated Financial Statements for further information about business acquisitions. Net cash flows used in financing activities were $122.7 million in 2024 compared to $238.6 million in 2023.
Tribologie IKVT and its subsidiaries (“IKV”) and the Sutai Group (“Sutai”). See Note 2, Business Combinations , to the Consolidated Financial Statements for further information about business acquisitions. Net cash flows provided by financing activities were $61.8 million in 2025 compared to net cash flows used in financing activities of $122.7 million in 2024.
Reportable Segments Review – Comparison of 2023 with 2022 Americas Americas represented approximately 50% of the Company’s consolidated net sales in 2023. The segment’s net sales were $977.1 million, an increase of $30.6 million or 3% compared to 2022.
Reportable Segments Review – Comparison of 2024 with 2023 Americas Americas represented approximately 48% of the Company’s consolidated net sales in 2024. The segment’s net sales were $882.1 million in 2024, a decrease of $95.0 million or 10% compared to 2023.
As of December 31, 2024 and 2023, the Company had $1.1 million and $1.5 million, respectively, of debt issuance costs recorded as a reduction of Long-term debt and $2.4 million and $3.3 million, respectively, of debt issuance costs recorded within Other assets.
These capitalized costs are amortized into Interest expense over the five year term of the Credit Facility. As of December 31, 2025 and 2024, the Company had $0.7 million and $1.1 million, respectively, of debt issuance costs recorded as a reduction of Long-term debt and $1.4 million and $2.4 million, respectively, of debt issuance costs recorded within Other assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA change of 10% to the expense recorded to the Company’s provision would have increased or decreased the Company’s pre-tax earnings by $0.2 million, $0.1 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. 40
Biggest changeA change of 10% to the expense recorded to the Company’s provision would have increased or decreased the Company’s pre-tax earnings by $0.1 million, $0.2 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. 42
Though infrequent, when a bankruptcy occurs, Quaker Houghton must judge the amount of proceeds, if any, that may ultimately be received through the bankruptcy or liquidation process. In addition, as part of its terms of trade, Quaker Houghton may custom manufacture products for certain large customers and may also ship products on a consignment basis.
Though infrequent, when a bankruptcy occurs, Quaker Houghton must judge the amount of proceeds, if any, that may ultimately be received through the bankruptcy or liquidation process. In addition, as part of its terms of trade, the Company may custom manufacture products for certain large customers and may also ship products on a consignment basis.
As of December 31, 2024, borrowings under the Credit Facility bear interest at either term SOFR or a base rate, in each case, plus an applicable margin based upon the Company’s consolidated net leverage ratio, and, in the case of term SOFR, a spread adjustment equal to 0.10% per annum.
As of December 31, 2025, borrowings under the Credit Facility bear interest at either term SOFR or a base rate, in each case, plus an applicable margin based upon the Company’s consolidated net leverage ratio, and, in the case of term SOFR, a spread adjustment equal to 0.10% per annum.
Accordingly, Quaker Houghton’s financial results are affected by foreign currency fluctuations, particularly between the U.S. dollar and the euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee. Quaker Houghton’s results can be materially affected depending on the volatility and magnitude of foreign exchange rate changes.
Accordingly, the Company’s financial results are affected by foreign currency fluctuations, particularly between the U.S. dollar and the euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee. The Company’s results can be materially affected depending on the volatility and magnitude of foreign exchange rate changes.
These contracts provide protection to Quaker Houghton if the prices for the contracted raw materials rise; however, in certain circumstances, the Company may not realize the benefit if such prices decline. A gross margin change of one percentage point would correspondingly have increased or decreased the Company’s pre-tax earnings by approximately $18.4 million. Credit Risk .
These contracts provide protection to the Company if the prices for the contracted raw materials rise; however, in certain circumstances, the Company may not realize the benefit if such prices decline. A gross margin change of one percentage point would correspondingly have increased or decreased the Company’s pre-tax earnings by approximately $18.9 million. Credit Risk .
Except as otherwise disclosed below, the market risks discussed below did not change materially from December 31, 2023. 39 Interest Rate Risk. During June 2022, the Company entered into an amendment to its primary credit facility (the “Credit Facility”). See Note 19, Debt, to the Consolidated Financial Statements for additional details.
Except as otherwise disclosed below, the market risks discussed below did not change materially from December 31, 2024. 41 Interest Rate Risk. During June 2022, the Company entered into an amendment to its primary credit facility (the “Credit Facility”). See Note 19, Debt, to the Consolidated Financial Statements for additional details.
Many of the raw materials used by Quaker Houghton are derivatives of commodity chemicals, which can experience significant price volatility, and therefore Quaker Houghton’s earnings can be materially affected by market changes in raw material prices. At times, the Company has entered into fixed-price purchase contracts to manage this risk.
Many of the raw materials used by the Company are derivatives of commodity chemicals, which can experience significant price volatility, and therefore the Company’s earnings can be materially affected by market changes in raw material prices. At times, the Company has entered into fixed-price purchase contracts to manage this risk.
Quaker Houghton establishes allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of Quaker Houghton’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required. Downturns in the overall economic climate may also exacerbate specific customer financial issues.
The Company establishes allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required. Downturns in the overall economic climate may also exacerbate specific customer financial issues.
During the past three years, sales by its non-U.S. subsidiaries accounted for approximately 63% to 65% of its consolidated net sales. These foreign operations also represent a significant portion of Quaker Houghton’s assets and liabilities. In addition, the Company occasionally sources inventory among its worldwide operations.
During the past three years, sales by its non-U.S. subsidiaries accounted for approximately 63% to 67% of its consolidated net sales. These foreign operations also represent a significant portion of the Company’s assets and liabilities. In addition, the Company occasionally sources inventory among its worldwide operations.
As of December 31, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was 4.9%. These interest rate swaps are designated and qualify as cash flow hedges. Foreign Exchange Risk . A significant portion of the Company’s revenues and earnings are generated by its foreign operations.
As of December 31, 2025, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was 5.0%. These interest rate swaps are designated and qualify as cash flow hedges. Foreign Exchange Risk . A significant portion of the Company’s revenues and earnings are generated by its foreign operations.
The Company recorded expense to increase its provision for credit losses by $2.1 million, $1.3 million and $4.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company recorded expense to increase its provision for credit losses by $0.7 million, $2.1 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
An interest rate change of 100 basis points would result in an approximate $7.0 million increase or decrease to interest expense for the year ended December 31, 2024.
An interest rate change of 100 basis points would result in an approximate $8.6 million increase or decrease to interest expense for the year ended December 31, 2025.
If the euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee had all weakened or strengthened by 10% against the U.S. dollar, the Company’s 2024 revenues would have correspondingly decreased or increased by approximately $97.6 million. Similarly, pre-tax earnings would increase or decrease by approximately $14.3 million. Commodity Price Risk .
If the euro, the British pound sterling, the Brazilian real, the Mexican peso, the Chinese renminbi and the Indian rupee had all weakened or strengthened by 10% against the U.S. dollar, the Company’s 2025 revenues would have correspondingly decreased or increased by approximately $100.4 million. Similarly, pre-tax earnings would increase or decrease by approximately $10.5 million.
As of December 31, 2024, the Company had outstanding borrowings under the Credit Facility of approximately $696.5 million. The interest rate applicable on outstanding borrowings under the Credit Facility was approximately 5.2% as of December 31, 2024.
As of December 31, 2025, the Company had outstanding borrowings under the Credit Facility of approximately $859.7 million. The interest rate applicable on outstanding borrowings under the Credit Facility was approximately 4.7% as of December 31, 2025.
Added
The Company uses cross currency swaps, designated as net investment hedges, to hedge portions of its net investment in its European and Japanese operations. The net investment hedges serve to offset the foreign currency translation risk from the Company’s foreign operations. See Note 24, Hedging Activities , to the Consolidated Financial Statements for additional details. Commodity Price Risk .

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