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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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NEWMARKET CORPORATION (Name of Issuer) |
COMMON STOCK (Title of Class of Securities) |
651587107 (CUSIP Number) |
BRUCE C. GOTTWALD 330 SOUTH FOURTH STREET, RICHMOND, VA, 23219 804-788-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 651587107 |
| 1 |
Name of reporting person
BRUCE C. GOTTWALD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
948,729.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK | |
| (b) | Name of Issuer:
NEWMARKET CORPORATION | |
| (c) | Address of Issuer's Principal Executive Offices:
330 SOUTH FOURTH STREET, RICHMOND,
VIRGINIA
, 23219. | |
Item 1 Comment:
Explanatory Note: This Amendment No.9 amends and supplements the statement on Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on February 14, 2006 by Bruce C. Gottwald (the "Reporting Person"), as previously amended by Amendment No. 1 thereto filed with the SEC on August 18, 2006, by Amendment No. 2 thereto filed with the SEC on February 16, 2007, by Amendment No. 3 thereto filed with the SEC on May 27, 2008, by Amendment No. 4 thereto filed with the SEC on August 27, 2008, by Amendment No. 5 thereto filed with the SEC on July 8, 2010, by Amendment No. 6 filed with the SEC on July 15, 2014, by Amendment No. 7 filed with the SEC on October 29, 2021 and by Amendment No. 8 filed with the SEC on November 27, 2024, with respect to shares of common stock, without par value (the "Common Stock"), of NewMarket Corporation (the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) is hereby amended and restated as follows: Mr. Gottwald is retired. Prior to his retirement, Mr. Gottwald served as a director of the Issuer. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and restated as follows:
The Reporting Person intends to hold for investment the shares of Common Stock that he beneficially owns and, aside from routine estate planning and family gift transactions, has no present plans to acquire or dispose of, or to cause any other person to acquire or dispose of, shares of Common Stock. The Reporting Person does, however, reserve the right to buy or sell shares of Common Stock from time to time.
Except as indicated above, the Reporting Person has no present plans or proposals which relate to, or would result in, any one or more of the matters described in subparagraphs (a) through (j) of Item 4 to Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
As of December 9, 2025, the Reporting Person beneficially owns 948,729 shares of Common Stock, which represents approximately 10.1% of the outstanding shares of Common Stock. This percentage calculation is based on a total number of outstanding shares of Common Stock of 9,397,122 as of November 30, 2025, which number was provided to the Reporting Person by the Issuer.
The number of shares reported as beneficially owned above does not include an aggregate of 944,454 (10.1%) shares of Common Stock beneficially owned by the adult sons of the Reporting Person or an aggregate of 272,835 (2.9%) shares of Common Stock beneficially owned by three separate trusts of which each of the adult sons of the Reporting Person and his wife are co-trustees. The Reporting Person and his adult sons have no agreement with respect to the acquisition, retention, disposition or voting of shares of Common Stock. | |
| (b) | Item 5(b) is hereby amended and restated as follows:
The Reporting Person has sole voting and dispositive power with respect to 910,741 of the shares of Common Stock described in Item 5(a) above. The Reporting Person has shared voting and dispositive power with respect to 37,988 of the shares of Common Stock described in Item 5(a) above, which includes 18,731 shares of Common Stock held by the Reporting Person's wife and 19,257 shares held by a charitable foundation for which the Reporting Person serves as a director. The Reporting Person disclaims beneficial ownership of the shares held by his wife and the charitable foundation.
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| (c) | Item 5(c) is hereby amended and restated as follows: The Reporting Person has not engaged in any transactions in the Common Stock in the past 60 days. | |
| (d) | Item 5(d) is hereby amended and restated as follows:
Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all 37,988 shares for which the Reporting Person shares voting and dispositive power as reported under Item 5(b) above. None of these persons, however, have any such interest that relates to more than 5% of the outstanding Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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