SCHEDULE 13D/A: Major Shareholder Settles Portion of Forward Contracts in Quaker Chemical Shares

Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its subsidiary QH Hungary Holdings Limited have partially settled existing variable prepaid forward contracts related to Quaker Chemical Corporation shares, delivering 18,000 shares over three days.

Summary

• This Amendment No. 33 to Schedule 13D updates the beneficial ownership of Quaker Chemical Corporation common stock by Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly-owned subsidiary, QH Hungary Holdings Limited.
• The filing reports the partial settlement of five existing variable prepaid forward sale contracts (VPFs), two with Citibank N.A. and three with Royal Bank of Canada.
• QH Hungary delivered a total of 18,000 shares of Common Stock to Citibank and RBC over three days: January 22, 2025, January 23, 2025, and January 24, 2025.
• Specifically, 3,043 shares were delivered to Citibank and 2,957 shares to RBC on each of these three dates.
• After the partial settlement, Gulf Hungary remains the direct beneficial owner of 5,017 shares held in escrow and the indirect beneficial owner of 3,782,095 shares through QH Hungary.
• QH Hungary directly beneficially owns 3,782,095 shares.
• The aggregate beneficial ownership by the reporting persons is 3,787,112 shares, representing approximately 21.3% of Quaker Chemical Corporation's outstanding Common Stock.
• This percentage is based on 17,787,813 shares outstanding as of October 28, 2024, as reported in the Issuer's Form 10-Q for the fiscal quarter ended September 30, 2024.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment, serving as a factual report of a transactional event (partial settlement of VPFs) by a major shareholder. It contains no positive or negative operational or financial news for the issuer.

Risks

• A significant portion of QH Hungary's shares (2,123,167 shares) are pledged to Citigroup Global Markets Inc. as custodian to secure obligations under a Margin Loan.
• An additional 1,205,240 shares are pledged to Citibank N.A. to secure obligations under Master Terms and Conditions for Prepaid Variable Share Forward Transactions.
• Furthermore, 453,688 shares are pledged to Royal Bank of Canada to secure obligations under Master Terms and Conditions for Prepaid Variable Share Forward Transactions.
• The existence of these pledged shares and associated financial instruments (margin loans, VPFs) introduces financial leverage and potential obligations for the reporting persons, which could lead to further share transactions if market conditions or contractual terms require.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's business or financial performance. It focuses solely on the reporting persons' beneficial ownership and a past share settlement transaction.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant shareholder due to the settlement of pre-existing financial contracts. It does not provide information related to broader industry trends or competitive landscape for Quaker Chemical Corporation.

Stakeholder Impact

• Shareholders: The filing indicates a change in the beneficial ownership structure of a significant block of shares, as a portion of shares previously underlying VPFs have been delivered. This is a transactional update rather than a strategic shift.
• Creditors/Counterparties: The partial settlement of VPFs indicates that QH Hungary is fulfilling its contractual obligations to Citibank and RBC.

Key Dates

Keywords

Quaker Chemical Corporation, Schedule 13D, Beneficial Ownership, Variable Prepaid Forward, VPF, Share Settlement, Gulf Hungary, QH Hungary, SEC Filing, Common Stock, Shareholder Activity