QH Hungary Holdings Ltd - May 22, 2025 Form 4 Insider Report for QUAKER CHEMICAL CORP (KWR)

Role
10%+ Owner
Signature
/s/ Michael Kelleher, Managing Director of the Reporting Person
Stock symbol
KWR
Transactions as of
May 22, 2025
Transactions value $
$0
Form type
4
Date filed
5/27/2025, 05:00 PM
Previous filing
Feb 11, 2025
Next filing
Nov 28, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
QH Hungary Holdings Ltd 10%+ Owner BAH CENTER, 2 FURJ STREET, BUDAPEST, HUNGARY /s/ Michael Kelleher, Managing Director of the Reporting Person 2025-05-27 0001808660

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KWR Variable Prepaid Forward Sale Contract Other +350K 350K May 22, 2025 Common Stock 350K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 22, 2025, the Reporting Person amended an existing and previously reported variable prepaid forward sale contract ("VPF") with Citibank, N.A. ("Citibank"). See Footnotes 2 and 3 and Remarks for details of the amended transaction.
F2 The amended VPF with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021, as further amended and restated on November 22, 2023 and as further amended and restated on May 22, 2025 covering a maximum aggregate amount of 350,000 shares ("Citi VPF No. 1") is divided into 50 components (each a "Component").
F3 For each Component, the Reporting Person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from June 1, 2027 to August 11, 2027 either, at the Reporting Person's option, (i) up to 7,000 Shares to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for amending Citi VPF No. 1, the Reporting Person paid $4,828,795 to Citibank.

Remarks:

The number of Shares (or, at the Reporting Person's option, the cash equivalent) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by Citibank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $104.9200 per Share (the "Forward Floor Price"), the Reporting Person will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $115.4120 per Share (the "Forward Cap Price"), the Reporting Person will deliver to Citibank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Reporting Person will deliver to Citibank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.