|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 39)*
|
Quaker Chemical Corporation (Name of Issuer) |
Common Stock, par value $1.00 (Title of Class of Securities) |
747316107 (CUSIP Number) |
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag, 2 Furj Street, Attention: Judit Rozsa Budapest, K5, 1124 36-20940-2900 QH Hungary Holdings Limited BAH Center, 2 Furj Street, Attention: Judit Rozsa Budapest, K5, 1124 36-20940-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/25/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 747316107 |
| 1 |
Name of reporting person
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
HUNGARY
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
5,017.00 8
Shared Voting Power:
3,635,112.00 9
Sole Dispositive Power:
5,017.00 10
Shared Dispositive Power:
3,635,112.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
3,640,129.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
21.0 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 747316107 |
| 1 |
Name of reporting person
QH Hungary Holdings Limited |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
HUNGARY
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
3,635,112.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
3,635,112.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
3,635,112.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
21.0 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Common Stock, par value $1.00 |
| (b) |
Name of Issuer:
Quaker Chemical Corporation |
| (c) |
Address of Issuer's Principal Executive Offices:
ONE QUAKER PARK, 901 HECTOR STREET, CONSHOHOCKEN,
PENNSYLVANIA
, 19428. |
| Item 2. | Identity and Background |
| (a) | For (a) - (e), see Amendment No. 1 to Schedule 13D filed on April 13, 2020. |
| (f) | Not applicable. |
| Item 3. | Source and Amount of Funds or Other Consideration |
For Item 3, see Amendment No. 1 to Schedule 13D filed on April 13, 2020. | |
| Item 4. | Purpose of Transaction |
Introductory Note
This Amendment No. 39 to Schedule 13D (this "Amendment No. 39") amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 13, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022, Amendment No. 15 filed on August 12, 2022, Amendment No. 16 filed on March 8, 2023, Amendment No. 17 filed on November 27, 2023, Amendment No. 18 filed on May 24, 2024, Amendment No. 19 filed on November 26, 2024, Amendment No. 20 filed on November 27, 2024, Amendment No. 21 filed on December 4, 2024, Amendment No. 22 filed on December 9, 2024, Amendment No. 23 filed on December 12, 2024, Amendment No. 24 filed on December 17, 2024, Amendment No. 25 filed on December 20, 2024, Amendment No. 26 filed on December 26, 2024, Amendment No. 27 filed on December 27, 2024, Amendment No. 28 filed on January 2, 2025, Amendment No. 29 filed on January 7, 2025, Amendment No. 30 filed on January 10, 2025, Amendment No. 31 filed on January 15, 2025, Amendment No. 32 filed on January 21, 2025, Amendment No. 33 filed on January 24, 2025, Amendment No. 34 filed on January 29, 2025, Amendment No. 35 filed on February 3, 2025, Amendment No. 36 filed on February 6, 2025, Amendment No. 37 filed on February 11, 2025 and Amendment No. 38 filed on May 27, 2025 (together, the "Original Schedule 13D") with the Securities and Exchange Commission (the "SEC").
This Amendment No. 39 is being filed in relation to the following transactions all of which occurred on November 25, 2025: (i) QH Hungary and Citibank amending and restating the Eighth Citi Supplemental Confirmation (the "November 2025 A&R Citi Supplemental Confirmation"), (ii) QH Hungary and RBC amending and restating the Fifth RBC Supplemental Confirmation (the "November 2025 RBC A&R Supplemental Confirmation" and, together with the November 2025 A&R Citi Supplemental Confirmation, the "November 2025 A&R Supplemental Confirmations"), (iii) QH Hungary and Citibank entering into of the Tenth Citi Supplemental Confirmation and (iv) QH Hungary and RBC entering into the Seventh RBC Supplemental Confirmation (and together with the Tenth Citi Supplemental Confirmation, the "New Supplemental Confirmations").
In exchange for entering into the November 2025 A&R Citi Supplemental Confirmation, QH Hungary paid Citibank $3,246,816. Pursuant to the November 2025 A&R Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the November 2025 A&R RBC Supplemental Confirmation, QH Hungary paid RBC $2,164,547. Pursuant to the November 2025 A&R RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Tenth Citi Supplemental Confirmation, Citibank paid QH Hungary $1,699,801. Pursuant to the Tenth Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Seventh RBC Supplemental Confirmation, RBC paid QH Hungary $1,133,241. Pursuant to the Seventh RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
After consummation of the transaction described above, QH Hungary remained the direct beneficial owner, of a total of 3,635,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,635,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 3,635,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.
This Amendment No. 39 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 39. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.
Item 4 of the Original Schedule 13D is hereby amended to add the following:
This Amendment No. 39 relates to the November 2025 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the November 2025 A&R Supplemental Confirmations and, in the case of the New Supplemental Confirmations, raise financing while maintaining an opportunity to share in the Issuer's future growth. These transactions are described in further detail in Item 6 of this Amendment No. 39. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) - (b) The information contained on the cover pages to this Amendment No. 39 is incorporated herein by reference. The Shares reported on this Amendment No. 39 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF ("Amas Holding"), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,340,035 Shares of Common Stock outstanding as of October 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on October 30, 2025, the Shares owned by the Reporting Persons constitutes approximately 21.0% of the issued and outstanding Common Stock of the Issuer.
Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer. |
| (b) | See above. |
| (c) | Except as described in Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c), have effected any transactions in the Common Stock during the past 60 days. |
| (d) | Except as described in Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 39. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 39, is hereby incorporated by reference herein.
On November 25, 2025, QH Hungary entered into the November 2025 A&R Supplemental Confirmations and the New Supplemental Confirmations.
The November 2025 A&R Supplemental Confirmations
The Eighth Citi Supplemental Confirmation was reduced to, and covers a maximum aggregate amount of 192,200 Shares divided into 25 components of 7,688 Shares each. In exchange for amending and restating the Eighth Citi Supplemental Confirmation, QH Hungary paid Citibank $3,246,816 and delivered 45,000 Shares to Citibank.
The Fifth RBC Supplemental Confirmation was reduced to, and covers a maximum aggregate amount of 128,133 Shares divided into 17 components of 5,125 Shares each for a total 87,125 Shares and 8 components of 5,126 Shares each for a total of 41,008 Shares. In exchange for amending and restating the Fifth RBC Supplemental Confirmation, QH Hungary paid RBC $2,164,547 and delivered 30,000 Shares to RBC.
With respect to each of the November 2025 A&R Supplemental Confirmations, for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 29, 2027 to January 3, 2028 either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective November 2025 A&R Supplemental Confirmation is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank in accordance with the applicable VPF (the "Settlement Price") is equal to or less than $139.28 per Share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $153.21 per Share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank 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, QH Hungary will deliver to the applicable bank 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.
The New Supplemental Confirmations
The Tenth Citi Supplemental Confirmation covers a maximum aggregate amount of 13,900 Shares divided into 25 components of 556 Shares each. In exchange for entering into Tenth Citi Supplemental Confirmation, Citibank paid QH Hungary $1,699,801.
The Seventh RBC Supplemental Confirmation covers a maximum aggregate amount of 9,267 Shares divided into 17 components of 371 Shares each for a total of 6,307 Shares and 8 components of 370 Shares each for a total of 2,960 Shares. In exchange for entering into the Seventh RBC Supplemental Confirmation, RBC paid QH Hungary $1,133,241.
With respect to each of the New Supplemental Confirmations, for each component thereof, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 29, 2027 to January 3, 2028 either, at QH Hungary's option, (i) a number Shares up to Subject Number based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective New Supplemental Confirmation is to be determined as follows: (a) if Settlement Price is equal to or less than $139.28 per share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $153.21 per share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank 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, QH Hungary will deliver to the applicable bank 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. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Amended and Restated Supplemental Confirmation No. 8, dated November 25, 2025, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.2 Amended and Restated Supplemental Confirmation No. 5, dated November 25, 2025, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
Exhibit 99.3 Supplemental Confirmation No. 10, dated November 25, 2025, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.4 Supplemental Confirmation No. 7, dated November 25, 2025, by and among QH Hungary Holdings Limited and Royal Bank of Canada. |
| 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.
|
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag |
| Signature: | /s/ Michael Kelleher | |
| Name/Title: | Michael Kelleher, Managing Director | |
| Date: | 11/28/2025 | |
| Signature: | /s/ Judit Rozsa | |
| Name/Title: | Judit Rozsa, Managing Director | |
| Date: | 11/28/2025 |
QH Hungary Holdings Limited |
| Signature: | /s/ Michael Kelleher | |
| Name/Title: | Michael Kelleher, Managing Director | |
| Date: | 11/28/2025 | |
| Signature: | /s/ Judit Rozsa | |
| Name/Title: | Judit Rozsa, Managing Director | |
| Date: | 11/28/2025 |
Exhibit 99.1
Execution Version
AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 8
| Date: | November 25, 2025 |
| To: | QH Hungary Holdings Limited |
| BAH Center | 2 Furj street, Building B, Ground fl. |
| 1124 Budapest, Hungary |
| Attn: Balazs Horvath Dr |
| T: +36 1 646 4638 |
| Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com |
| From: | Citibank, N.A. |
| Fax No.: | 212-615-8985 |
| Reference Number: | To be advised. |
The purpose of this Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 22, 2024 (the “Original Transaction”). This Amended and Restated Supplemental Confirmation, dated November 25, 2025, amends and restates in its entirety the Supplemental Confirmation, dated May 22, 2024 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Amendment and Restatement Date for the Transaction referenced below.
1. This Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 19, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Amended and Restated Supplemental Confirmation relates are as follows:
| Trade Date: | May 22, 2024 |
| Amendment and Restatement Date: | November 25, 2025 |
| Prepayment Amount: | USD 39,500,675 |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| First Amendment Payment Amount: | USD 3,246,816. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. |
| First Amendment Payment Date: | The first Currency Business Day following the Amendment and Restatement Date. |
| First Amendment Reduction: | On the Amendment and Restatement Date, the Number of Shares for the Transaction shall be reduced to 192,200 Shares, and Counterparty shall, on the first Clearance System Business Day following the Amendment and Restatement Date, deliver 45,000 Shares to Dealer. |
| First Amendment Reference Price: | USD 139.28 |
| Forward Floor Price: | USD 139.28 |
| Forward Cap Price: | USD 153.21 |
| Final Disruption Date: | January 13, 2028 |
| Contractual Dividend: | USD 0.508 per quarter |
For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Consent to the Margin Loan Agreement, dated as of the Amendment and Restatement Date, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
2
Counterparty hereby agrees (a) to check this Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Amended and Restated Supplemental Confirmation relates by manually signing this Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
| Yours sincerely, | ||
| CITIBANK, N.A. | ||
| By: | /s/ Eric Natelson | |
| Authorized
Representative Eric Natelson | ||
| Confirmed as of the date first above written: | ||
| QH HUNGARY HOLDINGS LIMITED | ||
| By: | /s/ Michael Kelleher | |
| Name: Michael Kelleher | ||
| Title: Director | ||
[Signature Page to A&R Supplemental Confirmation No. 8 (Citi)]
Exhibit 99.2
Execution Version
AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 5
| Date: | November 25, 2025 |
| To: | QH Hungary Holdings Limited |
| BAH Center | 2 Furj street, Building B, Ground fl. | |
| 1124 Budapest, Hungary | |
| Attn: Balazs Horvath Dr | |
| T: +36 1 646 4638 | |
| Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com | |
| From: | Royal Bank of Canada |
Reference Number: To be advised.
The purpose of this Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 22, 2024 (the “Original Transaction”). This Amended and Restated Supplemental Confirmation, dated November 25, 2025, amends and restates in its entirety the Supplemental Confirmation, dated May 22, 2024 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Amendment and Restatement Date for the Transaction referenced below.
1. This Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 26, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Amended and Restated Supplemental Confirmation relates are as follows:
| Trade Date: | May 22, 2024 |
| Amendment and Restatement Date: | November 25, 2025 |
| Prepayment Amount: | USD 26,333,784 |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| First Amendment Payment Amount: | USD 2,164,547. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. |
| First Amendment Payment Date: | The first Currency Business Day following the Amendment and Restatement Date. |
| First Amendment Reduction: | On the Amendment and Restatement Date, the Number of Shares for the Transaction shall be reduced to 128,133 Shares, and Counterparty shall, on the first Clearance System Business Day following the Amendment and Restatement Date, deliver 30,000 Shares to Dealer. |
| First Amendment Reference Price: | USD 139.28 |
| Forward Floor Price: | USD 139.28 |
| Forward Cap Price: | USD 153.21 |
| Final Disruption Date: | January 13, 2028 |
| Contractual Dividend: | USD 0.508 per quarter |
For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Consent to the Margin Loan Agreement, dated as of the Amendment and Restatement Date, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
Counterparty hereby agrees (a) to check this Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Amended and Restated Supplemental Confirmation relates by manually signing this Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
| Yours sincerely, | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Nancy Ling | |
| Authorized Representative | ||
| Nancy Ling, Associate | ||
| Confirmed as of the date first above written: | ||
| QH HUNGARY HOLDINGS LIMITED | ||
| By: | /s/ Michael Kelleher | |
| Name: Michael Kelleher | ||
| Title: Director | ||
[Signature Page to A&R Supplemental Confirmation No. 5 (RBC)]
Exhibit 99.3
Execution Version
SUPPLEMENTAL CONFIRMATION NO. 10
| Date: | November 25, 2025 |
| To: | QH Hungary Holdings Limited |
| BAH Center | 2 Furj street, Building B, Ground fl. | |
| 1124 Budapest, Hungary | |
| Attn: Balazs Horvath Dr | |
| T: +36 1 646 4638 | |
| Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com | |
| From: | Citibank, N.A. |
| Fax No.: | 212-615-8985 |
| Reference Number: | To be advised. |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 19, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date: | November 25, 2025 |
| Prepayment Amount: | USD 1,699,801. For the avoidance of doubt, the Prepayment Amount shall be netted against Counterparty’s obligation to pay Dealer the “First Amendment Payment Amount” under the Transaction under the Master Confirmation governed by the Amended and Restated Supplemental Confirmation No. 8. |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| Initial Share Price: | USD 139.28 |
| Forward Floor Price: | USD 139.28 |
| Forward Cap Price: | USD 153.21 |
| Final Disruption Date: | January 13, 2028 |
| Contractual Dividend: | USD 0.508 per quarter |
1
For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to this Transaction shall be made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Consent to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
2
Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Supplemental Confirmation relates by manually signing this Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
| Yours sincerely, | ||
| CITIBANK, N.A. | ||
| By: | /s/ Eric Natelson | |
| Authorized Representative | ||
| Eric Natelson | ||
Confirmed as of the date first above written:
| QH HUNGARY HOLDINGS LIMITED | ||
| By: | /s/ Michael Kelleher | |
| Name: Michael Kelleher | ||
| Title: Director | ||
[Signature Page to Supplemental Confirmation No. 10]
Exhibit 99.4
Execution Version
SUPPLEMENTAL CONFIRMATION NO. 7
| Date: | November 25, 2025 |
| To: | QH Hungary Holdings Limited |
| BAH Center | 2 Furj street, Building B, Ground fl. | |
| 1124 Budapest, Hungary | |
| Attn: Balazs Horvath Dr | |
| T: +36 1 646 4638 | |
| Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com | |
| From: | Royal Bank of Canada |
| Reference Number: | To be advised. |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 26, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date: | November 25, 2025 |
| Prepayment Amount: | USD 1,133,241. For the avoidance of doubt, the Prepayment Amount shall be netted against Counterparty’s obligation to pay Dealer the “First Amendment Payment Amount” under the Transaction under the Master Confirmation governed by the Amended and Restated Supplemental Confirmation No. 5. |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| Initial Share Price: | USD 139.28 |
| Forward Floor Price: | USD 139.28 |
| Forward Cap Price: | USD 153.21 |
| Final Disruption Date: | January 13, 2028 |
| Contractual Dividend: | USD 0.508 per quarter |
For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to this Transaction shall be made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Consent to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Supplemental Confirmation relates by manually signing this Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
| Yours sincerely, | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Nancy Ling | |
| Authorized Representative | ||
| Nancy Ling, Associate | ||
Confirmed as of the date first above written:
| QH HUNGARY HOLDINGS LIMITED | ||
| By: | /s/ Michael Kelleher | |
| Name: | Michael Kelleher | |
| Title: | Director | |