03/17/2026 | Press release | Distributed by Public on 03/17/2026 14:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/15/2026 | M | 60 | (5) | (5) | Common Stock | 60 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 03/15/2026 | M | 60 | (6) | (6) | Common Stock | 60 | $ 0 | 60 | D | ||||
| Restricted Stock Units | (2) | 03/15/2026 | M | 93 | (7) | (7) | Common Stock | 93 | $ 0 | 187 | D | ||||
| Restricted Stock Units | (2) | 03/15/2026 | M | 20 | (8) | (8) | Common Stock | 20 | $ 0 | 41 | D | ||||
| Dividend Equivalent Rights | (3) | 03/15/2026 | M | 4 | (3) | 03/15/2026 | Common Stock | 4 | (3) | 0 | D | ||||
| Restricted Stock Units | (9) | 03/15/2026 | A | 371 | (9) | (9) | Common Stock | 371 | $ 0 | 371 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Frodl Andre 901 E. HECTOR STREET CONSHOHOCKEN, PA 19428-2380 |
VP, R&D-Metals & Metalworking | |||
| Victoria K. Gehris, Attorney-in-Fact for Andre Frodl | 03/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares earned upon vesting and settlement of Performance Stock Units (PSUs) awarded on March 15, 2023, upon certification of performance results by the Compensation and Human Resources Committee based on achievement of the adjusted return on invested capital (ROIC) metric, during the three year performance period. |
| (2) | Restricted stock units (RSUs) convert into common stock on a one-for-one basis. |
| (3) | Dividend equivalent rights (DERs) accrued on reporting person's RSUs granted on March 15, 2023, March 15, 2024, March 15, 2025 and October 15, 2025. The rights accrued when and as dividends were paid on KWR common stock. This Form 4 reports the settlement of DERs in connection with the third installment of the 2023 RSU grant, the second installment of the 2024 RSU grant and the first installment of the 2025 RSU grants, each vesting on March 15, 2026. Each DER was the economic equivalent of one share of KWR common stock. |
| (4) | Shares surrendered by reporting person to satisfy withholding tax obligation upon the full or partial vesting of certain RSUs and PSUs previously granted under the Company's Long-Term Performance Incentive Plan. |
| (5) | On March 15, 2023, the reporting person was granted 179 time-based RSUs, vesting in three annual installments beginning on March 15, 2024. |
| (6) | On March 15, 2024, the reporting person was granted 179 time-based RSUs, vesting in three annual installments beginning on March 15, 2025. |
| (7) | On March 15, 2025, the reporting person was granted 280 time-based RSUs, vesting in three annual installments beginning on March 15, 2026. |
| (8) | On October 15, 2025, the reporting person was granted 61 special time-based RSUs, vesting in three annual installments beginning on March 15, 2026. |
| (9) | Time-based RSUs granted under the Company's Long-Term Performance Incentive Plan, which will vest in three annual installments beginning on March 15, 2027. Each RSU represents a contingent right to receive one share of KWR common stock and DERs accrue with respect to these restricted stock units when and as dividends are paid on KWR common stock. |