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Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The following table sets forth the components of the Company’s debt:
As of September 30, 2026As of December 31, 2025
Interest
Rate		Outstanding
Balance		Interest
Rate		Outstanding
Balance
Credit Facilities:
Revolver5.11%$90,000 4.95%$229,088 
U.S. Term Loan5.02%550,000 5.10%482,144 
Euro Term Loan3.63%243,308 3.13%148,477 
Industrial development bonds5.26%10,000 5.26%10,000 
Bank lines of credit and other debt obligationsVarious1,249 Various1,501 
Total debt$894,557 $871,210 
Less: debt issuance costs(2,563)(652)
Less: short-term and current portion of long-term debts(20,532)(35,657)
Total long-term debt$871,462 $834,901 
Credit facilities
The Company, along with its wholly owned subsidiary, Quaker Houghton B.V., as borrowers, maintain a syndicated credit facility to support ongoing capital needs (the “Credit Facility”). Bank of America, N.A. serves as administrative agent under the Credit Facility for the Euro Term Loan, U.S. Term Loan, and Revolver (each as defined below), and, as of the Term Loan B Amendment (as defined below), JPMorgan Chase Bank, N.A. serves as administrative agent for the Term B Loans (as defined below). The Credit Facility was first entered into in 2019 and was amended in June 2022 to establish a $150.0 million Euro-equivalent senior secured term loan, a $600.0 million senior secured term loan, and a $500.0 million senior secured revolving credit facility, each maturing in June 2027.
In April 2026, the Company and its lenders entered into a fourth amendment to the Credit Facility (the “Fourth Amendment”). As so amended, the Credit Facility comprised (A) a $250.0 million Euro-equivalent senior secured term loan (the “Euro Term Loan”) (B) a $550.0 million senior secured term loan (the “U.S. Term Loan”) and (C) an $800.0 million senior secured revolving credit facility (the “Revolver”), each maturing in April 2031. The Company used the proceeds from the Fourth Amendment to, among other things, repay in full all outstanding loans and terminate the revolving credit commitments then outstanding. The Company has the right to increase the amount of the Credit Facility by an aggregate amount not to exceed (a) the greater of (i) $331.0 million and (ii) 100% of Consolidated EBITDA, subject to certain conditions including the agreement to provide financing by any lender providing such increase.
The agreement governing the Credit Facility (the “Credit Agreement”) contains customary affirmative and negative covenants, financial covenants and events of default. The Credit Agreement contains a number of customary business covenants, including without limitation restrictions on (a) the incurrence of additional indebtedness by the Company or certain of its subsidiaries, (b) investments in and acquisitions of other businesses, lines of business and divisions by the Company or certain of its subsidiaries, (c) the making of dividends or capital stock purchases by the Company or certain of its subsidiaries and (d) dispositions of assets by the Company or certain of its subsidiaries. The Company is permitted to make regularly scheduled dividend payments in an annual amount not exceeding $30.0 million or 5% of the annual market capitalization of the Company, whichever is greater, and is permitted to make other dividend and share repurchases in annual amounts not exceeding $33.0 million or 10% of Consolidated EBITDA, whichever is greater, if there is no default. Additionally, if there is no default and the consolidated net leverage ratio is less than 3.00 to 1.00, then the Company may make unlimited restricted payments.
Financial covenants contained in the Credit Agreement include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. Generally, the consolidated net leverage ratio at the end of a quarter may not be greater than 4.25 to 1.00, subject to a permitted increase during a four-quarter period after certain acquisitions. The Company has the option of replacing the consolidated net leverage ratio test with a consolidated secured net leverage ratio test if the Company issues certain types of unsecured notes, subject to certain customary limitations. Customary events of default in the Credit Agreement include, without limitation, defaults for non-payment, breach of representations and warranties, non-performance of covenants, cross-defaults, insolvency, and a change of control of the Company in certain circumstances. The occurrence of an event of default under the Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the Credit Facility being terminated.
As of September 30, 2026, the Company was in compliance with all of the Credit Facility covenants.
The weighted average variable interest rate incurred on the outstanding borrowings under the Credit Facility during the three and nine months ended September 30, 2026 was approximately 4.6% and 4.7%, respectively. As of September 30, 2026, the interest rate on the outstanding borrowings under the Credit Facility was approximately 4.6%. In addition to paying interest on outstanding principal, the Company is also required to pay an annual commitment fee related to unutilized commitments under the Revolver, depending on the Company’s consolidated net leverage ratio. The Fourth Amendment to the Credit Facility modified the range of the annual commitment fee from 0.150% to 0.275% to 0.125% to 0.275%.
As of September 30, 2026, the Company had unused capacity under the Revolver of approximately $707.7 million, which is net of bank letters of credit of approximately $2.3 million.
Prior to executing the Fourth Amendment, the Company had $0.5 million of debt issuance costs recorded as a reduction of Long-term debt and $1.1 million of debt issuance costs recorded within Other non-current assets on the Condensed Consolidated Balance Sheets. In connection with executing the Fourth Amendment, the Company recorded debt modification and extinguishment costs of approximately $1.7 million, which includes the write-off of certain previously unamortized debt issuance costs and a portion of third-party costs that were incurred to execute the Fourth Amendment. Also in connection with executing the Fourth Amendment, during the second quarter of 2026 the Company capitalized $6.2 million of creditor debt issuance costs and certain third-party costs. Approximately $2.4 million of the capitalized costs were attributed to the Euro Term Loan and U.S. Term Loan and were recorded as a direct reduction of Long-term debt on the Condensed Consolidated Balance Sheets. Approximately $3.8 million of the capitalized costs were attributed to the Revolver and recorded within Other non-current assets on the Condensed Consolidated Balance Sheets. These capitalized costs, as well as the previously capitalized costs that were not written off, will collectively be amortized into Interest expense over the five-year term. As of September 30, 2026, the Company had $2.6 million of debt issuance costs recorded as a reduction of Long-term debt and $4.3 million of debt issuance costs recorded within Other non-current assets.
On October 1, 2026, the Company, JPMorgan Chase Bank, N.A., certain guarantors and other lenders entered into a Fifth Amendment (the “Term Loan B Amendment”) to the Credit Agreement. The Term Loan B Amendment amended the Credit Agreement to establish a new class of senior secured U.S. dollar-denominated term B loans (“Term B Loans”) under a new, $550.0 million seven-year term loan B facility (the “Term Loan B Facility”). The proceeds from the Term Loan B Facility were used to repay in full the U.S. Term Loan outstanding under the Credit Agreement.
The Term Loan B Amendment provides for quarterly amortization payments equal to 0.25% of the initial aggregate principal amount of the Term B Loans thereunder, with the balance due at maturity. The Term Loan B Amendment also requires mandatory prepayments of Term B Loans from a percentage of annual excess cash flow, based on the Company’s Consolidated Net Leverage Ratio (50% if greater than 3.75 to 1.00, 25% if less than or equal to 3.75 to 1.00 but greater than 3.25 to 1.00, and 0% if less than or equal to 3.25 to 1.00), to the extent the resulting prepayment amount exceeds $30.0 million. In addition, the Term Loan B Amendment requires mandatory prepayments in the event of certain asset dispositions, debt issuances and extraordinary receipts (subject to reinvestment rights and de minimis thresholds). The Company is required to pay a prepayment premium equal to 1.00% of the Term B Loans prepaid or repriced in connection with a specified repricing event occurring within six months of October 1, 2026.
Under the Term Loan B Amendment, the Company has the right to request incremental term loan tranches or increases to the existing revolving and term loan facilities (collectively, “Incremental Facilities”), subject to certain conditions and measurement periods, in an aggregate amount not to exceed the sum of (A) the greater of (i) $331.0 million and (ii) 100% of Consolidated EBITDA, plus (B) all voluntary prepayments, open market purchases (with credit for any purchases below par given for the cash amount of such purchase) and certain voluntary commitment reductions and (C) an unlimited amount so long as, after giving pro forma effect thereto (and assuming that such Incremental Facility is fully drawn) and any permitted acquisition, refinancing of debt or other event giving rise to a pro forma adjustment, (1) in the case of indebtedness that is secured on a pari passu lien basis with the Company’s senior credit facilities, the Consolidated First Lien Net Leverage Ratio may not exceed 3.50:1.00, (2) in the case of indebtedness that is secured on a junior lien basis with the senior credit facilities, the Consolidated Secured Net Leverage Ratio may not exceed 4.00:100 and (3) in the case of unsecured indebtedness, the Company would be in compliance with the leverage-based financial covenants set forth in the Credit Agreement. The interest rate margins applicable to any Incremental Facility that is a “term B” facility incurred within six months of October 1, 2026 and secured on a pari passu basis with the Term Loan B Facility are subject to a “most favored nation” provision requiring a step-up of the Applicable Rate for the Term B Loans if the all-in yield on such incremental term B facility exceeds the all-in yield on the Term B Loans by more than 0.50%.
The Term Loan B Facility bears interest, at the Company’s election, at the Base Rate or Term SOFR plus an Applicable Rate of 1.750% for Term SOFR Loans and 0.750% for Base Rate Loans. The Term Loan B Facility matures on October 1, 2033.
The Company is evaluating the accounting for the Term Loan B Amendment, including whether it represents a modification or extinguishment of debt, and expects to recognize the related effects in the fourth quarter of 2026.
Industrial development bonds
As of September 30, 2026 and December 31, 2025, the Company had fixed rate, industrial development authority bonds totaling $10.0 million in principal amount due in 2028. These bonds have similar covenants to the Credit Facility noted above.
Bank lines of credit and other debt obligations
The Company has certain unsecured bank lines of credit and discounting facilities in certain foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries, and finance lease obligations. Total unused capacity under these arrangements as of September 30, 2026 was approximately $79 million.
In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company maintains certain financial and other guarantees as off-balance sheet arrangements. Collectively, the total bank letters of credit and guarantees outstanding as of September 30, 2026 were approximately $7 million.
Interest expense
The Company incurred the following debt related expenses included within Interest expense in the Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Interest expense$9,642 $10,588 $28,662 $32,206 
Amortization of debt issuance costs381 353 1,113 1,059 
  Total$10,023 $10,941 $29,775 $33,265 
Based on the variable interest rates associated with the Credit Facility, as of September 30, 2026 and as of December 31, 2025, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.