UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-13879

INNOSPEC INC.

(Exact name of registrant as specified in its charter)

	DELAWARE		98-0181725
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	8310 South Valley Highway Suite 350 Englewood
	Colorado		80112
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 792 5554

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchangeon which registered
Common stock, par value $0.01 per share		IOSP		NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class		Outstanding as of ~~October~~April 3130, ~~2024~~2025
	Common Stock, par value $0.01		24,~~941~~959,~~596~~999

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	2
Item 1	Condensed Consolidated Financial Statements	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Equity	6
	Notes To The Unaudited Interim Condensed Consolidated Financial Statements	87
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2024~~2025	1917
	Critical Accounting Estimates	1917
	Results of Operations	1917
	Liquidity and Financial Condition	2621
Item 3	Quantitative and Qualitative Disclosures about Market Risk	2823
Item 4	Controls and Procedures	2924
PART II	OTHER INFORMATION	3025
Item 1	Legal Proceedings	3025
Item 1A	Risk Factors	3025
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3025
Item 3	Defaults Upon Senior Securities	3025
Item 4	Mine Safety Disclosures	3025
Item 5	Other Information	3025
Item 6	Exhibits	3126
SIGNATURES		3227

CAUTIONARY STATEMENT RELATIVE TO FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “could,” “believes,” “feels,” “plans,” “intends,” “outlook” or similar words or expressions, for example) which relate to earnings, growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, and our actual performance or results may differ materially from these forward-looking statements. Additional information regarding risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, and other reports filed with the U.S. Securities and Exchange Commission ("SEC"). You are urged to review our discussion of risks and uncertainties that could cause actual results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I FINANCIAL INFORMATION

Item 1 Condensed Consolidated Financial Statements

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
(in millions, except share and per share data)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Net sales	$	~~443~~440.48		$	~~464~~500.12		$	~~1,378.6~~		$	~~1,454.1~~
Cost of goods sold		(~~319~~315.37	)		(~~326~~344.95	)		~~(971.9~~	)		~~(1,018.7~~	)
Gross profit		~~124~~125.1			~~137~~155.27			~~406.7~~			~~435.4~~
Operating expenses:
Selling, general and administrative		(6669.83	)		(8390.75	)		~~(232.9~~	)		~~(285.5~~	)
Research and development		(1112.17	)		(1114.60	)		~~(35.1~~	)		~~(32.8~~	)
Adjustment to fair value of contingent consideration		(0.7	)		—(0.8	)		~~(2.1~~	)		—
Profit on disposal of property, plant and equipment		0.1			—0.1			~~0.2~~			—
Total operating expenses		(7882.56	)		(95105.32	)		~~(269.9~~	)		~~(318.3~~	)
Operating income		4542.65			4150.95			~~136.8~~			~~117.1~~
Other income/(expense), net		(30.5	)		42.87			~~0.1~~			~~11.2~~
Interest income, net		2.74			02.81			~~6.9~~			~~0.8~~
Income before income tax expense		44.84			4755.53			~~143.8~~			~~129.1~~
Income tax expense		(11.46	)		(813.39	)		~~(37.8~~	)		~~(27.8~~	)
Net income	$	3332.48		$	3941.24		$	~~106.0~~		$	~~101.3~~
Earnings per share:
Basic	$	1.3431		$	1.5866		$	~~4.25~~		$	~~4.08~~
Diluted	$	1.3331		$	1.5765		$	~~4.22~~		$	~~4.05~~
Weighted average shares outstanding (in thousands):
Basic		24,~~941~~970			24,~~866~~893			~~24,926~~			~~24,845~~
Diluted		25,~~101~~102			25,~~006~~066			~~25,103~~			~~25,000~~

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
(in millions)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Net income	$	3332.48		$	3941.24		$	~~106.0~~			~~101.3~~
Other comprehensive income/(loss):
Changes in cumulative translation adjustment		1418.4			(87.47	)		~~0.4~~			~~(1.6~~	)
Amortization of prior service cost		~~0.1~~—			0.21			~~0.4~~			~~0.4~~
Amortization of actuarial net gains		~~(0.1~~—	)		(0.61	)		~~(0.2~~	)		~~(1.6~~	)
Other comprehensive income/(loss), before tax		1418.4			(87.87	)		~~0.6~~			~~(2.8~~	)
Tax related to cumulative translation adjustment		0.93			0.54			~~2.3~~			~~(0.2~~	)
Tax related to other movements		—			~~0.1~~—			~~(0.1~~	)		~~0.3~~
Income tax income/(expense) related to other comprehensive income		0.93			0.64			~~2.2~~			~~0.1~~
Total comprehensive income	$	4851.75		$	3134.01		$	~~108.8~~		$	~~98.6~~

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except share and per share data)	~~September~~March 3031,~~2024~~2025		December 31,~~2023~~2024
Assets
Current assets:
Cash and cash equivalents	$	~~303~~299.8	$	~~203~~289.72
Trade and other accounts receivable (less allowances of $9.5 million and $10.3 million respectively)		327.6		359.8
Trade and other accounts receivable (less allowances of $9.6 million and $11.9 million respectively)		343.5		341.7
Inventories (less allowances of $34.9 million and $28.1 million respectively):
Inventories (less allowances of $35.8 million and $34.6 million respectively):
Finished goods		~~221~~216.14		~~215~~197.79
Raw materials		9899.20		84103.41
Total inventories		~~319~~315.34		~~300~~301.10
Prepaid expenses		916.20		1821.70
Prepaid income taxes		5.1.0		23.81
Other current assets		01.64		0.6
Total current assets		~~965~~977.61		~~885~~956.76
Net property, plant and equipment		~~278~~277.21		~~268~~269.37
Operating lease right-of-use assets		4544.54		4544.18
Goodwill		~~392~~388.34		~~399~~382.35
Other intangible assets		6372.68		5765.34
Deferred tax assets		108.56		109.4
Pension asset		~~38.~~1.2		352.14
Other non-current assets		35.90		63.29
Total assets	$	1,~~797~~774.76	$	1,~~707~~734.47

Liabilities and Equity
Current liabilities:
Accounts payable	$	169.05		$	163.68
Accrued liabilities		~~170~~147.05			~~185~~169.91
Current portion of operating lease liabilities		14.0			13.69
Current portion of plant closure provisions		45.60			45.60
Current portion of accrued income taxes		15.5			2.6
Accrued income taxes		21.6			19.6
Current portion of unrecognized tax benefits		—			1.2
Total current liabilities		357.6			371.4
Total current liabilities		373.1			371.5
Operating lease liabilities, net of current portion		30.4			31.0
Operating lease liabilities, net of current portion		31.7			31.6
Plant closure provisions, net of current portion		57.2			55.3
Plant closure provisions, net of current portion		58.7			57.0
Deferred tax liabilities		23.0			23.5
Accrued income taxes, net of current portion		—			11.6
Pension liabilities and post-employment benefits		12.9			13.1
Unrecognized tax benefits		11.0			13.6
Acquisition-related contingent consideration		22.6			20.1
Deferred tax liabilities		35.8			33.5
Other non-current liabilities		5.2			4.2
Pension liabilities and post-employment benefits		13.3			13.3
Total liabilities		508.9			518.6
Acquisition-related contingent consideration		21.5			23.4
Other non-current liabilities		5.0			2.3
Total liabilities		550.1			557.8
Equity:
Common stock, $0.01 par value, authorized 40,000,000 shares, issued 29,554,500 shares		0.3			0.3
Additional paid-in capital		~~366~~370.67			~~361~~369.09
Treasury stock (4,612,904 and 4,686,511 shares at cost, respectively)		(93.4	)		(94.3	)
Treasury stock (4,580,264 and 4,594,943 shares at cost, respectively)		(96.5	)		(93.0	)
Retained earnings		1,~~115~~057.28			1,~~028~~025.20
Accumulated other comprehensive loss		(~~145~~72.3	)		(~~148~~91.10	)
Total Innospec stockholders’ equity		1,~~243~~260.40			1,~~147~~211.12
Non-controlling interest		45.27			24.59
Total equity		1,~~247~~265.67			1,~~149~~216.61
Total liabilities and equity	$	1,~~797~~774.76		$	1,~~707~~734.47

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
(in millions)	~~2024~~2025			~~2023~~2024
Cash Flows from Operating Activities
Net income	$	~~106~~32.08		$	~~101~~41.34
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3210.69			2910.14
Adjustment to fair value of contingent consideration		20.17			0.08
Deferred taxes		(0.63	)		0.58
Profit on disposal of property, plant and equipment		(0.21	)		(0.01	)
Non-cash movements on defined benefit pension plans		(21.53	)		(20.58	)
Stock option compensation		61.49			52.91
Changes in assets and liabilities, net of effects of acquired and divested companies:
Trade and other accounts receivable		336.56			2939.5
Inventories		(176.6	)		42(6.0	)
Prepaid expenses		95.64			63.56
Accounts payable and accrued liabilities		(1327.60	)		(5719.27	)
Plant closure provisions		—(0.4	)		(10.21	)
Income taxes		14.53			~~(20~~8.28	)
Unrecognized tax benefits		~~(3.8~~—	)		0.72
Other assets and liabilities		4(1.2	)		(0.53	)
Net cash provided by operating activities		~~158~~28.83			~~134~~80.96
Cash Flows from Investing Activities
Capital expenditures		(298.34	)		(4510.27	)
Internally developed software		(127.2	)		(103.87	)
Business combinations, net of cash acquired		(0.2	)		—
Proceeds on disposal of property, plant and equipment		0.1			0.1
Proceeds on disposal of property, plant and equipment		0.3			—
Net cash used in investing activities		(15.5	)		(14.3	)
Net cash used in investing activities		(41.4	)		(56.0	)
Cash Flows from Financing Activities
Non-controlling interest		10.78			0.32
Refinancing costs		(0.3	)		(1.4	)
Issue of treasury stock		0.2			0.7
Dividend paid		(19.0	)		(17.2	)
Repurchase of common stock		(4.8	)		(0.4	)
Issue of treasury stock		0.8			0.7
Net cash provided by/(used in) financing activities		(3.8	)		0.5
Repurchase of common stock		(0.7	)		(1.0	)
Effect of foreign currency exchange rate changes on cash		1.6			(0.4	)
Net cash used in financing activities		(17.5	)		(18.6	)
Net change in cash and cash equivalents		10.6			66.4
Effect of foreign currency exchange rate changes on cash		0.2			(0.2	)
Cash and cash equivalents at beginning of period		289.2			203.7
Net change in cash and cash equivalents		100.1			60.1
Cash and cash equivalents at end of period	$	299.8		$	270.1
Cash and cash equivalents at beginning of period		203.7			147.1
Cash and cash equivalents at end of period	$	303.8		$	207.2

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in millions)	CommonStock		AdditionalPaid-InCapital			TreasuryStock			RetainedEarnings			AccumulatedOtherComprehensiveLoss			Non-ControllingInterest		TotalEquity
Balance at December 31, 2023	$	0.3	$	361.0		$	(94.3	)	$	1,028.2		$	(148.1	)	$	2.5	$	1,149.6
Balance at December 31, 2024	$	0.3	$	369.9		$	(93.0	)	$	1,025.0		$	(91.0	)	$	4.9	$	1,216.1
Net income										~~106~~32.08								~~106~~32.08
Dividend paid ($0.76 per share)										(19.0	)							(19.0	)
Changes in cumulative translation adjustment, net of tax													18.7					18.7
Changes in cumulative translation adjustment, net of tax													2.7					2.7
Share of net income																0.8		0.8
Share of net income																1.7		1.7
Treasury stock reissued				(1.1	)		1.3											0.2
Treasury stock reissued				(0.8	)		1.6											0.8
Treasury stock repurchased							(4.8	)										(4.8	)
Treasury stock repurchased							(0.7	)										(0.7	)
Stock option compensation				1.9														1.9
Stock option compensation				6.4														6.4
Amortization of prior service cost, net of tax													—					—
Amortization of prior service cost, net of tax													0.3					0.3
Amortization of actuarial net gains, net of tax													—					—
Amortization of actuarial net gains, net of tax													(0.2	)				(0.2	)
Balance at March 31, 2025	$	0.3	$	370.7		$	(96.5	)	$	1,057.8		$	(72.3	)	$	5.7	$	1,265.7
Balance at September 30, 2024	$	0.3	$	366.6		$	(93.4	)	$	1,115.2		$	(145.3	)	$	4.2	$	1,247.6

(in millions)	CommonStock		AdditionalPaid-InCapital			TreasuryStock			RetainedEarnings			AccumulatedOtherComprehensiveLoss			Non-ControllingInterest		TotalEquity
Balance at December 31, 2022	$	0.3	$	354.1		$	(95.4	)	$	924.2		$	(145.2	)	$	2.4	$	1,040.4
Balance at December 31, 2023	$	0.3	$	361.0		$	(94.3	)	$	1,028.2		$	(148.1	)	$	2.5	$	1,149.6
Net income										~~101~~41.34								~~101~~41.34
Dividend paid ($0.69 per share)										(17.2	)							(17.2	)
Changes in cumulative translation adjustment, net of tax													(7.3	)				(7.3	)
Changes in cumulative translation adjustment, net of tax													(1.8	)				(1.8	)
Share of net income																0.1		0.1
Share of net income																0.3		0.3
Treasury stock reissued				(0.7	)		1.4											0.7
Treasury stock reissued				(1.1	)		2.2											1.1
Treasury stock repurchased							(0.4	)										(0.4	)
Treasury stock repurchased							(1.0	)										(1.0	)
Stock option compensation				2.1														2.1
Stock option compensation				5.9														5.9
Amortization of prior service cost, net of tax													0.1					0.1
Amortization of prior service cost, net of tax													0.3					0.3
Amortization of actuarial net losses, net of tax													(0.1	)				(0.1	)
Amortization of actuarial net gains, net of tax													(1.2	)				(1.2	)
Balance at March 31, 2024	$	0.3	$	362.4		$	(93.3	)	$	1,069.6		$	(155.4	)	$	2.6	$	1,186.2
Balance at September 30, 2023	$	0.3	$	358.9		$	(94.2	)	$	1,008.3		$	(147.9	)	$	2.7	$	1,128.1

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSFINANCIAL OF EQUITYSTATEMENTS

~~(Unaudited)~~NOTE 1 – BASIS OF PRESENTATION

(in millions)	CommonStock		AdditionalPaid-InCapital			TreasuryStock			RetainedEarnings		AccumulatedOtherComprehensiveLoss			Non-ControllingInterest		TotalEquity
Balance at June 30, 2024	$	0.3	$	364.5		$	(93.4	)	$	1,081.8	$	(160.6	)	$	3.3	$	1,195.9
Net income										33.4							33.4
Changes in cumulative translation adjustment, net of tax												15.3					15.3
Share of net income															0.9		0.9
Treasury stock reissued				(0.1	)		—										(0.1	)
Treasury stock repurchased							—										0.0
Stock option compensation				2.2													2.2
Amortization of prior service cost, net of tax												—					0.0
Balance at September 30, 2024	$	0.3	$	366.6		$	(93.4	)	$	1,115.2	$	(145.3	)	$	4.2	$	1,247.6

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations and cash flows.

(in millions)	CommonStock		AdditionalPaid-InCapital		TreasuryStock			RetainedEarnings		AccumulatedOtherComprehensiveLoss			Non-ControllingInterest		TotalEquity
Balance at June 30, 2023	$	0.3	$	356.7	$	(94.2	)	$	969.1	$	(139.7	)	$	2.6	$	1,094.8
Net income									39.2							39.2
Changes in cumulative translation adjustment, net of tax											(7.9	)				(7.9	)
Share of net income													0.1			0.1
Treasury stock reissued				0.2		0.1										0.3
Treasury stock repurchased						(0.1	)									(0.1	)
Stock option compensation				2.0												2.0
Amortization of prior service cost, net of tax											0.1					0.1
Amortization of actuarial net gains, net of tax											(0.4	)				(0.4	)
Balance at September 30, 2023	$	0.3	$	358.9	$	(94.2	)	$	1,008.3	$	(147.9	)	$	2.7	$	1,128.1

During the year, the Company has reclassified prior period amounts to conform to the 2025 presentation. The reclassification had no impact on previously reported total net revenue, operating income or net income. For the first quarter of 2025, this has resulted in $1.9 million (first quarter of 2024 - $2.2 million) of costs that were previously disclosed within selling, general and administrative expenses, being moved to research and development expenses.

~~The~~It ~~accompanying~~is ~~notes~~our ~~are~~opinion, anhowever, ~~integral~~that ~~part~~all adjustments (consisting of ~~these~~normal, ~~unaudited~~recurring ~~interim~~adjustments, unless otherwise disclosed) have been made which are necessary for the condensed consolidated financial statements to be fairly stated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025 (the “2024 Form 10-K”).

7The results for the interim period covered by this report are not necessarily indicative of the results to be expected for the full year.

~~INNOSPEC~~When ~~INC~~we use the terms “Innospec,” “the Corporation,” “the Company,” “Registrant,” “the Group,” “we,” “us” and “our,” we are referring to Innospec Inc. ~~AND~~and ~~SUBSIDIARIES~~its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

~~NOTES~~NOTE TO2 ~~THE~~– ~~UNAUDITED~~SEGMENT ~~INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~REPORTING

~~NOTE~~The 1Company –reports ~~BASIS~~its OFfinancial ~~PRESENTATION~~performance based on three reportable segments, which are Performance Chemicals, Fuel Specialties and Oilfield Services.

The ~~accompanying~~Chief ~~unaudited~~Operating ~~interim~~Decision ~~condensed~~Maker ~~consolidated~~(“CODM”) ~~financial~~is ~~statements~~the ~~have~~President ~~been~~and ~~prepared~~Chief inExecutive ~~accordance~~Officer ~~with~~(the ~~generally~~Principal ~~accepted~~Executive ~~accounting~~Officer) ~~principles~~and inis ~~the~~a ~~United~~Director ~~States~~ of ~~America~~Innospec ~~for~~Inc.. The ~~interim~~CODM ~~financial~~evaluates ~~information~~the ~~and~~performance ~~with~~of the ~~instructions~~Company’s tosegments ~~Form 10-Q~~ and ~~Article~~makes 10strategic ofdecisions ~~Regulation~~relating ~~S-X~~to ~~under~~ the ~~Securities~~Company's ~~Exchange~~allocation ~~Act~~ of ~~1934. Accordingly~~resources, ~~they~~based doon ~~not include all~~ the ~~information~~segments' ~~and~~gross ~~notes~~profit ~~necessary for a comprehensive presentation of financial position, results of operations~~ and ~~cash~~operating ~~flows~~income.

It is our opinion, however, that all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) have been made which are necessary for the condensed consolidated financial statements to be fairly stated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 14, 2024 (the “2023 Form 10-K”).7

The ~~results~~following ~~for~~table ~~the~~analyzes ~~interim~~sales ~~period~~and ~~covered~~other byfinancial ~~this~~information ~~report~~by ~~are not necessarily indicative of~~ the ~~results~~Company’s toreportable ~~be expected for the full year.~~segments:

When we use the terms “Innospec,” “the Corporation,” “the Company,” “Registrant,” “the Group,” “we,” “us” and “our,” we are referring to Innospec Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.


	Three Months Ended March 31,
(in millions)	2025			2024
Net Sales:
Personal Care	$	100.6		$	94.8
Home Care		26.3			26.4
Other		41.5			39.6
Performance Chemicals		168.4			160.8
Refinery and Performance		129.4			145.1
Other		40.9			31.8
Fuel Specialties		170.3			176.9
Oilfield Services		102.1			162.5
	$	440.8		$	500.2
Gross profit:
Performance Chemicals	$	35.3		$	37.7
Fuel Specialties		60.8			60.6
Oilfield Services		29.0			57.4
Total gross profit	$	125.1		$	155.7
Operating income/(loss):
Performance Chemicals	$	19.8		$	21.1
Fuel Specialties		36.9			33.4
Oilfield Services		4.1			16.9
Corporate costs		(17.7	)		(20.2	)
Adjustment to fair value of contingent consideration		(0.7	)		(0.8	)
Profit on disposal of property, plant and equipment		0.1			0.1
Total operating income	$	42.5		$	50.5

8The difference between net sales and gross profit is defined as cost of goods sold. The difference between segmental gross profit and operating income/(expense) is split between selling, general and administrative expenses and research and development expenses.

~~NOTE~~The 2following –table ~~SEGMENT~~analyzes ~~REPORTING~~cost of goods sold by the Company’s reportable segments:

The Company reports its financial performance based on three reportable segments, which are Performance Chemicals, Fuel Specialties and Oilfield Services.


(in millions)	2025		2024
Performance Chemicals	$	133.1	$	123.1
Fuel Specialties		109.5		116.3
Oilfield Services		73.1		105.1
Total cost of goods sold	$	315.7	$	344.5

The ~~Company~~following ~~evaluates~~table ~~the~~analyzes ~~performance~~selling, ofgeneral ~~its~~and ~~segments~~administrative ~~based~~expenses onand ~~operating~~research ~~income. The following table analyzes sales~~ and ~~other~~development ~~financial~~expenses ~~information~~ by the Company’s reportable segments:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
(in millions)	2025			2024
(in millions)	2024			2023			2024			2023
Performance Chemicals	$	15.5		$	16.6
Net Sales:
Fuel Specialties		23.9			27.2
Personal Care	$	98.6		$	97.0		$	291.1		$	263.8
Oilfield Services		24.9			40.5
Home Care		26.5			22.3			77.2			65.7
Corporate		17.7			20.2
Other		38.5			25.9			116.2			94.9
Total selling, general and administrative expenses and research and development expenses	$	82.0		$	104.5
Performance Chemicals		163.6			145.2			484.5			424.4
Refinery and Performance		120.9			126.0			375.1			394.6
Other		44.9			43.3			134.2			119.2
Fuel Specialties		165.8			169.3			509.3			513.8
Oilfield Services		114.0			149.6			384.8			515.9
	$	443.4		$	464.1		$	1,378.6		$	1,454.1
Operating income/(loss):
Performance Chemicals	$	20.0		$	16.9		$	62.3		$	36.5
Fuel Specialties		30.9			27.6			94.7			77.1
Oilfield Services		7.1			16.4			31.3			60.3
Corporate costs		(11.8	)		(19.0	)		(49.6	)		(56.8	)
Adjustment to fair value of contingent consideration		(0.7	)		—			(2.1	)		—
Profit on disposal of property, plant and equipment		0.1			—			0.2			—
Total operating income	$	45.6		$	41.9		$	136.8		$	117.1

~~NOTE 3 – EARNINGS PER SHARE~~8

~~Basic~~NOTE ~~earnings~~3 ~~per~~– ~~share~~EARNINGS isPER based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period under the treasury stock method. Per share amounts are computed as follows:SHARE

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2024		2023		2024		2023
Numerator (in millions):
Net income available to common stockholders	$	33.4	$	39.2	$	106.0	$	101.3
Denominator (in thousands):
Weighted average common shares outstanding		24,941		24,866		24,926		24,845
Dilutive effect of stock options and awards		160		140		177		155
Denominator for diluted earnings per share		25,101		25,006		25,103		25,000
Net income per share, basic:	$	1.34	$	1.58	$	4.25	$	4.08
Net income per share, diluted:	$	1.33	$	1.57	$	4.22	$	4.05

Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period under the treasury stock method. Per share amounts are computed as follows:

In the three and nine months ended September 30, 2024, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 10,436 and 10,436, respectively (three and nine months ended September 30, 2023 – 21,950 and 29,293, respectively).


	Three Months Ended March 31,
	2025		2024
Numerator (in millions):
Net income available to common stockholders	$	32.8	$	41.4
Denominator (in thousands):
Weighted average common shares outstanding		24,970		24,893
Dilutive effect of stock options and awards		132		173
Denominator for diluted earnings per share		25,102		25,066
Net income per share, basic:	$	1.31	$	1.66
Net income per share, diluted:	$	1.31	$	1.65

9In the three months ended March 31, 2025, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 10,342 (three months ended March 31, 2024 – 31,184).

NOTE 4 – GOODWILL

The following table summarizes the goodwill movements in the year:

(in millions)	~~Gross Cost~~2025
Opening balance at January 1, 2024	$	399.3
Opening balance at January 1,	$	382.5
Adjustments		(3.4	)
Exchange effect		5.9
Exchange effect		(3.6	)
Closing balance at March 31	$	388.4
Closing balance at September 30, 2024	$	392.3

InThe ~~relation~~exchange toeffect ~~the~~for ~~acquisition of QGP Química Geral S.A. (“QGP”) in December 2023,~~ the ~~fair~~three ~~value~~months ofended ~~the~~March ~~acquired net assets was revised in the second quarter of 2024. As a result of the remeasurement period adjustments~~31, ~~there~~2025 was ~~an increase of~~ $35.49 million inrelating ~~the fair value of the net assets acquired, with a corresponding decrease~~ to ~~the~~our ~~acquired~~Performance ~~goodwill~~Chemicals segment.

~~The~~NOTE ~~measurement~~5 ~~periods~~– ~~for~~OTHER ~~the~~INTANGIBLE valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available but does not exceed twelve months. We completed our alignment of the accounting policies and fair value adjustments in the second quarter and are not expecting further changes at this time.ASSETS

The ~~exchange~~following ~~effect~~table ~~for~~analyzes ~~the~~other ~~nine~~intangible ~~months~~assets ~~ended~~movements ~~September~~in ~~30,~~the ~~2024 was $3.6 million relating to our Performance Chemicals segment.~~year:

NOTE 5 – OTHER INTANGIBLE ASSETS


(in millions)	2025
Gross cost at January 1	$	331.8
Additions		7.2
Exchange effect		5.7
Gross cost at March 31		344.7
Accumulated amortization at January 1		(266.4	)
Amortization expense		(2.7	)
Exchange effect		(2.8	)
Accumulated amortization at March 31		(271.9	)
Net book amount at March 31	$	72.8

The ~~following~~amortization ~~table~~expense ~~analyzes~~for ~~other~~the ~~intangible~~three ~~assets~~months ~~movements~~ended inMarch ~~the~~31, ~~year:~~2025 was $2.7 million (three months ended March 31, 2024 – $2.8 million).

(in millions)	2024
Gross cost at January 1	$	315.1
Additions		15.6
Exchange effect		1.6
Gross cost at September 30		332.3
Accumulated amortization at January 1		(257.8	)
Amortization expense		(9.6	)
Exchange effect		(1.3	)
Accumulated amortization at September 30		(268.7	)
Net book amount at September 30	$	63.6

~~The~~In ~~amortization~~2025, ~~expense~~we have capitalized $7.2 million in relation to our internally developed software for ~~the~~a ~~nine~~new ~~months~~Enterprise ~~ended~~Resource ~~September~~Planning ~~30,~~(“ERP”) ~~2024~~system ~~was~~covering $9all our regions.6 The ~~million~~project ~~(nine~~is ~~months~~ongoing ~~ended~~and ~~September~~is ~~30,~~currently ~~2023~~expected –to $8complete in 2026.0 The ~~million)~~expenses capitalized include the acquisition costs for the software as well as the external consultancy costs and the internal employee costs relating to the software development.

InNOTE ~~relation~~6 to– ~~the~~PENSION ~~acquisition~~AND ofPOST ~~QGP~~EMPLOYMENT in December 2023, management finalized the valuation of customer lists which has increased the intangible asset capitalized by $3.5 million in the second quarter of 2024. Management also revised the expected useful life of the customer lists from 10 years to 7 years. BENEFITS

InThe ~~2024,~~Company wepreviously ~~have~~maintained ~~capitalized $12.1 million in relation to our internally developed software for~~ a ~~new~~defined ~~Enterprise~~benefit ~~Resource~~pension ~~Planning~~plan ~~(“ERP”) system~~ covering ~~our~~certain ~~EMEA~~current and ~~ASPAC~~former ~~regions. The~~employees ~~expenses~~in ~~capitalized include~~ the ~~acquisition~~United ~~costs~~Kingdom ~~for~~ (the ~~software~~“UK ~~as well as the external and internal costs of the development~~Plan”).

10The UK Plan was bought out in the fourth quarter of 2024, therefore the company is no longer responsible for the future obligation for retirement benefits due to current and former employees. The remaining asset on the balance sheet of $1.3 million relates to cash held to cover the remaining expenses of the scheme and a negligible remaining Projected Benefit Obligation ("PBO") of $0.1 million, reflecting the UK Plan’s residual liabilities in respect of Guaranteed Minimum Pension equalization top-up payments due to former members of the UK Plan. Following the UK Plan buy-out, the Company is no longer required to make future cash contributions to the UK Plan. We expect the UK Plan to be fully wound up during 2025.

~~NOTE~~The 6Company –also ~~PENSION~~maintains ~~AND~~an ~~POST~~unfunded ~~EMPLOYMENT~~defined ~~BENEFITS~~benefit pension plan covering certain current and former employees in Germany (the “German plan”). The German plan is closed to new entrants and has no assets. As at March 31, 2025, we have recorded a liability of $9.3 million (December 31, 2024 – $9.0 million).

The ~~Company~~net ~~maintains~~periodic ~~a defined~~ benefit ~~pension~~of ~~plan~~these ~~covering~~plans ~~certain~~is ~~current~~shown ~~and former employees~~ in the ~~United~~following Kingdom (the “UK Plan”). The UK Plan is closed to future service accrual and has a large number of deferred and current pensioners. The assets of the UK Plan are predominantly insurance policies, operating as investment assets, covering all liabilities. This reduces the UK Plan’s potential reliance on the Company for future cash funding requirements. table:

On September 9, 2024, the Company entered into a Deed of Alteration and Agreement (the "Pension Deed") with the trustees of the UK Plan, covering a number of aspects including the Company notice to terminate the UK Plan and commencement of winding up and move to buy-out. The Company currently expects the trigger for final settlement accounting of the UK Plan to occur during the fourth quarter of 2024. As a consequence of the Pension Deed, the trustees have repaid $8.4 million of historical costs which the Company had incurred in relation to the UK Plan. The recovered costs have been included within the service credit in the table below.


	Three Months Ended March 31,
(in millions)	2025			2024
Service credit/(cost)	$	(1.2	)	$	(0.8	)
Interest cost on projected benefit obligation		(0.1	)		(4.7	)
Expected return on plan assets		—			6.4
Amortization of prior service cost		—			(0.1	)
Amortization of actuarial net gains		—			0.1
Net periodic benefit	$	(1.3	)	$	0.9

The ~~Company~~service ~~also~~cost ~~maintains~~has anbeen ~~unfunded~~recognized ~~defined~~in ~~benefit~~selling, ~~pension~~general ~~plan~~and ~~covering~~administrative ~~certain~~expenses. ~~current~~All ~~and~~other ~~former~~items ~~employees~~have inbeen ~~Germany~~recognized ~~(the~~within ~~“German~~other ~~plan”)~~income and expense. The ~~German~~amortization ~~plan~~of isprior ~~closed~~service tocost ~~new~~and ~~entrants~~actuarial ~~and~~net ~~has~~gains noare ~~assets~~a reclassification out of accumulated other comprehensive loss into other income and expense.

~~The~~In ~~net~~addition, ~~periodic~~we ~~benefit~~have obligations for post-employment benefits in some of ~~these~~our ~~plans~~other isEuropean ~~shown~~businesses. inAs ~~the~~at ~~following~~March ~~table:~~31, 2025, we have recorded a liability of $3.6 million (December 31, 2024 – $4.1 million).

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
(in millions)	2024			2023			2024			2023
Service credit/(cost)	$	7.6		$	(0.9	)	$	5.9		$	(2.7	)
Interest cost on projected benefit obligation		(4.8	)		(5.1	)		(14.1	)		(15.0	)
Expected return on plan assets		6.5			6.5			19.3			19.0
Amortization of prior service cost		(0.1	)		(0.2	)		(0.4	)		(0.4	)
Amortization of actuarial net gains		0.1			0.6			0.2			1.6
Net periodic benefit	$	9.3		$	0.9		$	10.9		$	2.5

~~The~~NOTE ~~service~~7 ~~cost~~– ~~has~~INCOME been recognized in selling, general and administrative expenses. All other items have been recognized within other income and expense. The amortization of prior service cost and actuarial net gains are a reclassification out of accumulated other comprehensive loss into other income and expense.TAXES

InAs ~~addition~~of January 1, we2025, ~~have~~the ~~obligations~~Company ~~for~~had ~~post-employment~~no unrecognized tax benefits, and there has been no change in ~~some~~unrecognized oftax ~~our~~benefits ~~other~~during ~~European~~the ~~businesses.~~three Asmonths atended ~~September~~March 3031, ~~2024~~2025. Accordingly, wethere ~~have~~was ~~recorded~~no aaccrual ~~liability~~for ofuncertain ~~$4.2~~tax ~~million~~positions ~~(December~~as of March 31, ~~2023~~2025, –and $4the Company recorded no associated interest or penalties.2 ~~million)~~The Company does not expect any significant changes to this position over the next twelve months.

11As of March 31, 2025, the Company and its U.S. subsidiaries remain open to examination by the IRS for years 2021 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Brazil (2020 onwards), Germany (2020 onwards), and the U.K. (2023 onwards).

NOTE 78 – ~~INCOME~~LONG-TERM ~~TAXES~~DEBT

AAs ~~roll-forward~~at ofMarch ~~unrecognized~~31, ~~tax~~2025, ~~benefits~~ and ~~associated~~December ~~accrued~~31, ~~interest~~2024, the Company had not drawn down on its revolving credit facility. During the first three months of 2025 and ~~penalties~~2024, isthe asCompany ~~follows:~~did not draw down or repay any borrowing on its revolving credit facility.

(in millions)	UnrecognizedTax Benefits			Interest andPenalties			Total
Opening balance at January 1, 2024	$	10.5		$	4.3		$	14.8
Increase for tax positions of prior periods		—			0.8			0.8
Decrease for settlement of tax positions		(3.3	)		(1.3	)		(4.6	)
Closing balance at September 30, 2024		7.2			3.8			11.0
Current		—			—			—
Non-current	$	7.2		$	3.8		$	11.0

The Company continues to have available a $250.0 million multicurrency revolving credit facility until May 30, 2028.

~~All~~As ofat March 31, 2025, the deferred finance costs of $111.0 million (December 31, 2024 - $1.1 million) related to the arrangement of ~~unrecognized~~the ~~tax~~revolving ~~benefits~~credit facility, ~~interest~~are ~~and~~included ~~penalties~~within ~~would~~other ~~impact~~current ~~our~~and ~~effective~~non-current ~~tax~~assets ~~rate~~at ifthe ~~recognized~~balance sheet dates.

InNOTE ~~2021~~9 a– ~~non-U.S.~~PLANT ~~subsidiary,~~CLOSURE Innospec Limited, entered into a review by the U.K. tax authorities under the U.K.’s Profit Diversion Compliance Facility (“PDCF”) in relation to the period 2017 to 2020 inclusive. The Company has determined that additional tax, interest and penalties totaling $1.2 million will arise as a consequence of the review. During the quarter ended September 30, 2024, the Company and the U.K. tax authorities reached agreement on this position, and the liability was settled. The liability which was agreed on ultimate settlement was consistent with the amount recorded as a liability, and this item has been released from unrecognized tax benefits and recognized in income taxes.PROVISIONS

InThe ~~2018 the~~ Company ~~recorded~~has ancontinuing ~~unrecognized~~plans ~~tax benefit in relation~~ to aremediate ~~potential~~manufacturing ~~adjustment~~facilities ~~that~~at ~~could~~sites ~~arise~~around ~~as a consequence of~~ the ~~Tax~~world ~~Cuts~~as and ~~Jobs~~when ~~Act~~those ofoperations ~~2017~~are ~~(“Tax~~expected ~~Act”), but for which retrospective adjustment~~ to ~~the filed 2017 U.S. federal income tax returns was not permissible. The Company has determined that additional tax~~cease, ~~interest~~or ~~and~~we ~~penalties~~are ~~totaling~~required ~~$11.0 million may arise in relation~~ to ~~this~~decommission ~~item. This includes an increase in interest accrued of $0.8 million in~~ the ~~nine~~sites ~~months~~according to ~~September~~local ~~30,~~laws ~~2024. The~~and ~~Company believes that it is reasonably possible that there will be a decrease of $11~~regulations.0 ~~million~~The ~~unrecognized~~liability ~~tax~~for ~~benefits~~estimated ~~during~~plant ~~the~~closure ~~fourth~~costs ~~quarter~~includes ofcosts ~~2024~~for inenvironmental ~~relation~~remediation toliabilities ~~this~~and ~~item~~asset ~~due~~retirement ~~to a lapse of the statute of limitations~~obligations.

AThe ~~non-U.S.~~principal ~~subsidiary,~~site ~~Innospec~~giving ~~Performance~~rise ~~Chemicals~~to ~~Italia~~asset ~~Srl,~~retirement ~~has~~obligations ~~been~~is ~~subject~~the tomanufacturing ansite ~~ongoing~~at ~~tax~~Ellesmere ~~audit~~Port in ~~relation to~~ the ~~period 2011 to 2014 inclusive~~U. ~~The Company had determined that additional tax, interest and penalties totaling $3~~K.~~4 million will arise as a consequence of the tax audit~~. AsThere ~~any~~are ~~additional~~also ~~tax~~asset ~~arising~~retirement asobligations ~~a consequence of the tax audit is to be reimbursed by the previous owner under the terms of the sale~~ and ~~purchase~~environmental ~~agreement,~~remediation anliabilities ~~indemnification~~on ~~asset~~a ofmuch ~~the~~smaller ~~same~~scale ~~amount is recorded~~ in ~~the~~respect ~~financial statements to reflect this arrangement. During the quarter ended June 30, 2024, the Company submitted documentation to the tax authorities confirming its acceptance~~ of ~~the~~other ~~previously~~manufacturing ~~disputed position, and due to imminent settlement, this item was released from unrecognized tax benefits and recognized in accrued income taxes in that quarter~~sites.

AsMovements ofin ~~September 30, 2024,~~ the ~~Company~~provisions and its U.S. subsidiaries remain open to examination by the IRS for certain elements of 2017 year and for years 2020 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are ~~open~~summarized toas ~~examination including Brazil (2019 onwards), Germany (2019 onwards), and the U.K. (2022 onwards).~~follows:


(in millions)	2025
Total at January 1	$	60.3
Charge for the period		0.8
Utilized in the period		(1.2	)
Exchange effect		2.3
Total at March 31		62.2
Due within one year		(5.0	)
Due after one year	$	57.2

~~NOTE~~The charge for the three months ended March 31, 2025, was $0.8 million (three months ended March 31, 2024 – ~~LONG-TERM~~$0.8 ~~DEBT~~million). The current year charge represents the accounting accretion only, with no changes for the expected cost and scope of future remediation activities. Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date.

As at September 30, 2024, and December 31, 2023, the Company had not drawn down on its revolving credit facility. During the first nine months of 2024 and 2023, the Company did not draw down or repay any borrowing on its revolving credit facility.11

~~The~~NOTE ~~Company~~10 ~~continues~~– toFAIR ~~have~~VALUE available a $250.0 million multicurrency revolving credit facility (the "Facility") until May 30, 2027. The Facility contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $125.0 million.MEASUREMENTS

~~Effective~~The asfollowing oftable ~~May~~presents ~~20, 2024,~~ the ~~termination~~carrying ~~date~~amount ofand ~~the~~fair ~~Facility~~values ~~was extended from May 30, 2027 to May 31, 2028 in accordance with the terms~~ of the Company’s ~~multicurrency~~financial ~~revolving~~assets ~~facility~~and ~~agreement~~liabilities ~~(the~~measured ~~“Facility~~on ~~Agreement”). No other terms of the Facility Agreement or the Facility were modified. The Company paid~~ a ~~customary~~recurring ~~extension fee in connection with the extension of the Facility as contemplated by the Facility Agreement.~~ basis:

As at September 30, 2024, the deferred finance costs of $1.2 million (December 31, 2023 - $1.2 million) related to the arrangement of the credit facility, are included within other current and non-current assets at the balance sheet dates.


	March 31, 2025				December 31, 2024
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Derivatives (Level 1 measurement):
Other current and non-current assets:
Emissions Trading Scheme credits		4.7		4.7		3.9		3.9
Foreign currency forward exchange contracts		1.0		1.0		1.5		1.5
Liabilities
Non-financial liabilities (Level 3 measurement):
Acquisition-related contingent consideration		22.6		22.6		20.1		20.1

~~NOTE~~The 9following –methods ~~PLANT~~and ~~CLOSURE~~assumptions ~~PROVISIONS~~were used to estimate the fair values:

~~The~~Emissions ~~Company~~Trading ~~has~~Scheme ~~continuing~~credits: ~~plans~~The tofair ~~remediate~~value ~~manufacturing~~is ~~facilities~~determined atby ~~sites around~~ the ~~world~~open asmarket ~~and~~pricing ~~when~~at ~~those~~the ~~operations~~end ~~are~~of ~~expected to cease, or we are required to decommission~~ the ~~sites~~reporting ~~according to local laws and regulations~~period. ~~The liability for estimated plant closure costs includes costs for environmental remediation liabilities and asset retirement obligations.~~

Foreign currency forward exchange contracts: The ~~principal~~fair ~~site~~value ~~giving~~of ~~rise~~derivatives relating to ~~asset~~foreign ~~retirement~~currency ~~obligations~~forward isexchange ~~the~~contracts ~~manufacturing~~are ~~site~~derived atfrom ~~Ellesmere~~current ~~Port~~settlement inprices ~~the~~and ~~United~~comparable ~~Kingdom~~contracts using current assumptions. ~~There~~Foreign ~~are~~currency ~~also~~forward ~~asset~~exchange ~~retirement~~contracts ~~obligations~~primarily ~~and~~relate ~~environmental~~to ~~remediation~~contracts ~~liabilities~~entered oninto ato ~~much~~hedge ~~smaller~~future ~~scale~~known transactions or hedge balance sheet net cash positions. The movements in ~~respect~~the carrying amounts and fair values of ~~other~~these ~~manufacturing~~contracts ~~sites~~are largely due to changes in exchange rates against the U.S. dollar.

~~Movements~~Acquisition-related contingent consideration: Contingent consideration payable in cash is discounted to its fair value at each balance sheet date. Where contingent consideration is dependent upon pre-determined financial targets, an estimate of the ~~provisions~~fair ~~are~~value ~~summarized~~of asthe ~~follows:~~likely consideration payable is made at each balance sheet date. The contingent consideration payable has been calculated based on the latest forecast.

(in millions)	2024
Total at January 1	$	61.6
Charge for the period		2.6
Utilized in the period		(2.6	)
Exchange effect		1.7
Total at September 30		63.3
Due within one year		(4.6	)
Due after one year	$	58.7

NOTE 11 – DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

The ~~charge~~Company ~~for~~enters ~~the~~into ~~nine~~various ~~months~~foreign ~~ended~~currency ~~September~~forward 30exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at March 31, ~~2024~~2025, ~~was~~the ~~$2.6~~contracts ~~million~~have ~~(nine~~maturity ~~months~~dates ~~ended~~of ~~September~~up ~~30,~~to ~~2023~~two –years ~~$2.7~~at ~~million)~~the date of inception. ~~The~~These ~~current~~foreign ~~year~~currency ~~charge~~forward ~~represents~~exchange ~~the~~contracts ~~accounting~~have ~~accretion~~not ~~only~~been designated as hedging instruments, ~~with~~and notheir ~~changes~~impact ~~for~~on the ~~expected~~income ~~cost~~statement ~~and~~for ~~scope~~the first three months of ~~future~~2025 ~~remediation~~was ~~activities~~a loss of $2. ~~Amounts~~3 ~~due~~million ~~within~~(first ~~one~~three ~~year~~months ~~refer~~of to2024 ~~provisions~~– ~~where~~a ~~expenditure~~gain isof ~~expected~~$1.0 tomillion). The ~~arise~~gain ~~within~~or ~~one~~loss ~~year~~has ofbeen ~~the~~recorded ~~balance~~in ~~sheet~~other ~~date~~income or expense.

1312

NOTE 1012 – ~~FAIR VALUE MEASUREMENTS~~CONTINGENCIES

~~The~~Legal ~~following table presents the carrying amount and fair values of the Company’s financial assets and liabilities measured on a recurring basis:~~matters

	September 30, 2024				December 31, 2023
(in millions)	CarryingAmount		FairValue		CarryingAmount		FairValue
Assets
Derivatives (Level 1 measurement):
Other current and non-current assets:
Emissions Trading Scheme credits		4.2		4.2		4.8		4.8
Foreign currency forward exchange contracts		0.3		0.3		—		—
Liabilities
Derivatives (Level 1 measurement):
Other current and non-current liabilities:
Foreign currency forward exchange contracts		—		—		1.0		1.0
Non-financial liabilities (Level 3 measurement):
Acquisition-related contingent consideration		21.5		21.5		23.4		23.4

We are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, and employee and product liability claims.

~~The~~As ~~following~~reported ~~methods~~in our 2023 Form 10-K, we have incurred financial losses and ~~assumptions~~lodged ~~were~~a ~~used~~civil and criminal legal claim related to ~~estimate~~a misappropriation of inventory in Brazil. As at the ~~fair~~time ~~values:~~of filing, there have been no significant developments to report in relation to the claims being made. Consistent with prior quarters, a corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter.

~~Emissions~~In ~~Trading~~addition, ~~Scheme~~unrelated ~~credits:~~to ~~The~~the ~~fair~~Brazil ~~value~~matter, isin ~~determined~~the byunlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the ~~open~~aggregate ~~market~~have ~~pricing~~a atmaterial adverse effect on the ~~end~~results of ~~the~~operations ~~reporting~~for ~~period~~a particular year or quarter.

Foreign currency forward exchange contracts: The fair value of derivatives relating to foreign currency forward exchange contracts are derived from current settlement prices and comparable contracts using current assumptions. Foreign currency forward exchange contracts primarily relate to contracts entered into to hedge future known transactions or hedge balance sheet net cash positions. The movements in the carrying amounts and fair values of these contracts are largely due to changes in exchange rates against the U.S. dollar.Guarantees

~~Acquisition-related~~The ~~contingent~~Company ~~consideration:~~and ~~Contingent~~certain ~~consideration~~of ~~payable~~the Company’s consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in ~~cash~~the isform ~~discounted~~of toguarantees ~~its~~of ~~fair~~debt ~~value~~and atperformance ~~each~~under ~~balance~~contracts ~~sheet~~entered ~~date. Where~~into ~~contingent~~as ~~consideration~~a isnormal ~~dependent~~business ~~upon~~practice. ~~pre~~This includes guarantees of non-~~determined~~U.S. ~~financial~~excise ~~targets~~taxes and customs duties. As at March 31, an2025, ~~estimate~~such ofguarantees ~~the~~which ~~fair~~are ~~value~~not ofrecognized as liabilities in the ~~likely~~condensed ~~consideration~~consolidated ~~payable~~financial isstatements ~~made~~amounted atto ~~each~~$7.8 ~~balance~~million ~~sheet~~(December ~~date~~31, 2024 - $6. 8 million). The ~~contingent~~remaining ~~consideration~~terms ~~payable~~of ~~has~~the ~~been~~fixed ~~calculated~~maturity ~~based~~guarantees onare ~~the~~up ~~latest~~to ~~forecast.~~8 years, with some further guarantees having no fixed expiry date.

~~NOTE~~Under 11the –terms ~~DERIVATIVE~~of ~~INSTRUMENTS~~the ~~AND~~guarantee ~~RISK~~arrangements, ~~MANAGEMENT~~generally the Company would be required to perform the obligations should the affiliated company fail to fulfill its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties’ assets.

The Company ~~enters~~and ~~into~~its ~~various~~affiliates ~~foreign~~have ~~currency~~numerous ~~forward~~long-term ~~exchange~~sales ~~contracts~~and topurchase ~~minimize~~commitments ~~currency~~in ~~exchange~~their ~~rate~~various ~~exposure~~business ~~from expected future cash flows. As at September 30~~activities, ~~2024,~~which ~~the~~are ~~contracts~~expected ~~have maturity dates of up~~ to ~~twelve~~be ~~months~~fulfilled atwith ~~the~~no ~~date~~adverse ofconsequences ~~inception.~~material ~~These~~to ~~foreign currency forward exchange contracts have not been designated as hedging instruments, and their impact on~~ the ~~income statement for the first nine months of 2024 was a loss of $1~~Company.~~1 million (first nine months of 2023 – a loss of $1.2 million). The gain or loss has been recorded in other income or expense.~~

1413

NOTE 1213 – ~~CONTINGENCIES~~STOCK-BASED COMPENSATION PLANS

~~Legal~~The ~~matters~~compensation cost recorded for stock options for the three months ended March 31, 2025 and 2024 was $1.9 million and $2.1 million, respectively.

WeThe ~~are~~compensation ~~involved~~cost ~~from~~recorded ~~time~~for tostock ~~time~~equivalent inunits ~~claims~~for ~~and~~the ~~legal~~three ~~proceedings~~months ~~that~~ended ~~result~~March ~~from~~31, 2025 and ~~are~~2024 ~~incidental~~was ~~to,~~$0.2 ~~the~~million ~~conduct of our business including business~~ and ~~commercial~~$2.5 ~~litigation~~million, ~~and employee and product liability claims~~respectively.

AsThe ~~reported~~following intable ~~the~~summarizes ~~2023 Form 10-K, we have incurred financial losses and lodged a civil and criminal legal claim related to a misappropriation of inventory in Brazil. As at~~ the ~~time~~transactions of ~~filing, there have been no significant developments to report in relation to~~ the ~~claims~~Company’s ~~being~~share-based ~~made. Consistent~~compensation ~~with~~plans ~~prior quarters, a corresponding asset~~ for the ~~potential~~three ~~legal~~months orended ~~insurance~~March ~~recoveries~~31, ~~has not been recorded for the resulting financial losses arising from this matter~~2025.

In addition, unrelated to the Brazil matter, in the unlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the aggregate have a material adverse effect on the results of operations for a particular year or quarter.


	Number of shares			Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2024		574,671		$	86.2
Granted		166,037		$	105.2
Vested		(151,347	)	$	87.3
Forfeited		(8,087	)	$	74.0
Nonvested at March 31, 2025		581,274		$	91.3

~~Guarantees~~For the awards granted with market conditions, a Monte Carlo model has been used to calculate the grant-date fair value. For all other awards granted, a fair market value methodology has been used to calculate the grant-date fair value.

The ~~Company~~awards ~~and~~granted ~~certain~~with ofmarket ~~the~~conditions ~~Company’s~~include ~~consolidated~~a ~~subsidiaries~~performance ~~are~~measure ~~contingently liable~~ for ~~certain~~Innospec's ~~obligations~~total ofshareholder ~~affiliated~~return ~~companies~~as ~~primarily~~compared into ~~the~~a ~~form~~peer ofgroup ~~guarantees~~ of ~~debt~~companies. This ~~and~~measure ~~performance~~can ~~under~~result ~~contracts~~in ~~entered into as~~ a ~~normal~~maximum ~~business~~130% ~~practice.~~vesting ~~This~~for ~~includes~~the ~~guarantees~~number of ~~non-U.S.~~stock ~~excise~~options ~~taxes~~granted. The ~~and~~maximum ~~customs~~potential ~~duties.~~vesting Ashas atbeen ~~September~~reflected ~~30,~~in ~~2024,~~the ~~such~~grant-date ~~guarantees~~fair ~~which~~value ~~are~~calculation, but not ~~recognized~~reflected asfor ~~liabilities in~~ the ~~condensed~~number ~~consolidated~~of ~~financial~~awards ~~statements~~granted, ~~amounted~~as toshown ~~$7.1~~in ~~million~~the ~~(December~~table ~~31, 2023 - $6~~above.2 All ~~million).~~other ~~The~~awards ~~remaining~~granted ~~terms~~in of the ~~fixed~~quarter ~~maturity~~have ~~guarantees~~similar ~~are~~vesting upconditions to 8those ~~years,~~granted ~~with~~in ~~some~~the ~~further~~previous ~~guarantees having no fixed expiry date~~periods.

~~Under~~As ~~the terms~~ of ~~the~~March ~~guarantee~~31, ~~arrangements~~2025, ~~generally~~there ~~the~~was ~~Company~~$31.0 ~~would~~million beof ~~required~~total tounrecognized ~~perform~~compensation ~~the~~cost ~~obligations~~related ~~should the affiliated company fail~~ to ~~fulfill~~nonvested ~~its~~share-based ~~obligations~~compensation ~~under the~~ arrangements. InThat ~~some~~cost ~~cases,~~is ~~the~~expected ~~guarantee arrangements have recourse provisions that would enable the Company~~ to ~~recover~~be ~~any~~recognized ~~payments~~over ~~made~~a ~~under~~weighted-average ~~the~~period ~~terms~~ of ~~the~~2.3 ~~guarantees from securities held of the guaranteed parties’ assets~~years.

~~The~~NOTE ~~Company~~14 ~~and~~– ~~its~~RECLASSIFICATIONS ~~affiliates~~OUT ~~have~~OF ~~numerous~~ACCUMULATED ~~long-term~~OTHER ~~sales~~COMPREHENSIVE ~~and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company.~~LOSS

15Reclassifications out of accumulated other comprehensive loss (“AOCL”) for the first three months of 2025 were:

NOTE 13 – STOCK-BASED COMPENSATION PLANS


(in millions) Details about AOCL Components	Amount Reclassified from AOCL		Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	—	See (1) below
Amortization of actuarial net gains		—	See (1) below
		—	Total before tax
		—	Income tax expense
Total reclassifications	$	—	Net of tax

(1)

~~The~~These ~~compensation~~items ~~cost~~are ~~recorded~~included ~~for~~in ~~stock~~other ~~options~~income ~~for the three months ended September 30, 2024~~ and ~~2023 was $2~~expense.2 ~~million~~See ~~and~~Note ~~$2.0~~6 ~~million,~~of ~~respectively. The~~the ~~compensation~~Notes ~~cost~~to ~~recorded~~the ~~for~~Condensed ~~stock~~Consolidated ~~equivalent~~Financial ~~units~~Statements for ~~the~~additional ~~three months ended September 30, 2024 and 2023 was $0~~information.~~7 million and $2.0 million, respectively.~~

The compensation cost recorded for stock options for the first nine months of 2024 and 2023 was $6.4 million and $5.9 million, respectively. The compensation cost recorded for stock equivalent units for the first nine months of 2024 and 2023 was $4.8 million and $7.1 million, respectively.14

~~The~~Changes ~~following~~in ~~table~~AOCL ~~summarizes~~for the ~~transactions~~first ofthree ~~the~~months ~~Company’s~~of ~~share-based~~2025, ~~compensation~~net ~~plans~~of ~~for the nine months ended September 30~~tax, ~~2024.~~were:

	Number ofshares			WeightedAverageGrant-DateFair Value
(in millions)	DefinedBenefitPensionPlan Items			CumulativeTranslationAdjustments			Total
Nonvested at December 31, 2023		652,891		$	75.2
Balance at December 31, 2024	$	—		$	(91.0	)	$	(91.0	)
Granted		139,867		$	130.3
Other comprehensive income/(loss) before reclassifications		—			18.7			18.7
Vested		(184,170	)	$	86.7
Amounts reclassified from AOCL		—			—			—
Forfeited		(15,539	)	$	82.2
Total other comprehensive income/(loss)		—			18.7			18.7
Nonvested at September 30, 2024		593,049		$	84.4
Balance at March 31, 2025	$	—		$	(72.3	)	$	(72.3	)

~~For~~Reclassifications ~~the~~out ~~awards~~of ~~granted~~AOCL ~~with~~for ~~market conditions, a Monte Carlo model has been used to calculate~~ the ~~grant-date~~first ~~fair~~three ~~value. For~~months ~~all~~of ~~other~~2024 ~~awards granted, a fair market value methodology has been used to calculate the grant-date fair value.~~were:

The awards granted with market conditions include a performance measure for Innospec's total shareholder return as compared to a peer group of companies. This measure can result in a maximum 130% vesting for the number of stock options granted. The maximum potential vesting has been reflected in the grant-date fair value calculation, but not reflected for the number of awards granted, as shown in the table above. All other awards granted in the quarter have similar vesting conditions to those granted in the previous periods.


(in millions) Details about AOCL Components	Amount Reclassified from AOCL			Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	0.1		See (1) below
Amortization of actuarial net gains		(0.1	)	See (1) below
		—		Total before tax
		—		Income tax expense
Total reclassifications	$	—		Net of tax

(1)

AsThese ofitems ~~September~~are ~~30,~~included ~~2024,~~in ~~there~~other ~~was~~income ~~$23~~and expense.5 ~~million~~See ofNote ~~total~~6 ~~unrecognized~~of ~~compensation~~the ~~cost~~Notes ~~related~~ to ~~nonvested~~the ~~share-based~~Condensed ~~compensation~~Consolidated ~~arrangements.~~Financial ~~That~~Statements ~~cost~~for isadditional ~~expected to be recognized over a weighted-average period of 1~~information.~~9 years.~~

~~NOTE~~Changes 14in –AOCL ~~RECLASSIFICATIONS~~for ~~OUT~~the OFfirst ~~ACCUMULATED~~three ~~OTHER~~months ~~COMPREHENSIVE~~of ~~LOSS~~2024, net of tax, were:

Reclassifications out of accumulated other comprehensive loss (“AOCL”) for the first nine months of 2024 were:


(in millions)	Defined Benefit Pension Plan Items			Cumulative Translation Adjustments			Total
Balance at December 31, 2023	$	(77.2	)	$	(70.9	)	$	(148.1	)
Other comprehensive income/(loss) before reclassifications		—			(7.3	)		(7.3	)
Amounts reclassified from AOCL		—			—			—
Total other comprehensive income/(loss)		—			(7.3	)		(7.3	)
Balance at March 31, 2024	$	(77.2	)	$	(78.2	)	$	(155.4	)

(in millions)Details about AOCL Components	AmountReclassifiedfrom AOCL			Affected Line Item in theStatement whereNet Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	0.4		See (1) below
Amortization of actuarial net gains		(0.2	)	See (1) below
		0.2		Total before tax
		(0.1	)	Income tax expense
Total reclassifications	$	0.1		Net of tax

NOTE 15 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~These~~The ~~items~~Company ~~are~~has ~~included~~reviewed inrecently ~~other~~issued ~~income~~accounting pronouncements and ~~expense.~~concluded ~~See~~there ~~Note~~were 6no ofmatters ~~the~~relevant ~~Notes~~ to the ~~Condensed~~Company’s ~~Consolidated~~financial ~~Financial Statements for additional information~~statements.

1615

~~Changes~~NOTE in16 ~~AOCL~~– ~~for~~RELATED ~~the~~PARTY ~~first nine months of 2024, net of tax, were:~~TRANSACTIONS

(in millions)	DefinedBenefitPensionPlan Items			CumulativeTranslationAdjustments			Total
Balance at December 31, 2023	$	(77.2	)	$	(70.9	)	$	(148.1	)
Other comprehensive income/(loss) before reclassifications		—			2.7			2.7
Amounts reclassified from AOCL		0.1			—			0.1
Total other comprehensive income/(loss)		0.1			2.7			2.8
Balance at September 30, 2024	$	(77.1	)	$	(68.2	)	$	(145.3	)

Mr. Patrick S. Williams has been an executive director of the Company since April 2009 and has been a non-executive director of AdvanSix Inc. ("AdvanSix"), a chemicals manufacturer, since February 2020. In the first three months of 2025 the Company did not purchase any product from AdvanSix (first three months of 2024 – nil). As at March 31, 2025, the Company owed nil to AdvanSix (December 31, 2024 – nil).

~~Reclassifications~~Mr. ~~out~~Robert I. Paller was a non-executive director of ~~AOCL~~the Company since November 1, 2009 until May 10, 2024, when he did not stand for re-election to the board. The Company has engaged the services of Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller held a position. In the first ~~nine~~three months of ~~2023~~2024 ~~were:~~the Company incurred fees from SGR of $0.2 million.

(in millions)Details about AOCL Components	AmountReclassifiedfrom AOCL			Affected Line Item in theStatement whereNet Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	0.4		See (1) below
Amortization of actuarial net gains		(1.6	)	See (1) below
		(1.2	)	Total before tax
		0.3		Income tax expense
Total reclassifications	$	(0.9	)	Net of tax

Mr. David F. Landless has been a non-executive director of the Company since January 1, 2016 and is a non-executive director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”) which from time to time purchases scrap metal from the Company. The Company has sold no scrap metal to EMR in the first three months of 2025 (first three months of 2024 – less than $0.1 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at March 31, 2025, EMR owed nil for scrap metal purchased from the Company (December 31, 2024 – nil).

~~These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.~~16

ChangesItem in2 AOCLManagement’s forDiscussion theand firstAnalysis nineof monthsFinancial ofCondition 2023,and netResults of taxOperations for the Three Months Ended March 31, were:2025

(in millions)	DefinedBenefitPensionPlan Items			CumulativeTranslationAdjustments			Total
Balance at December 31, 2022	$	(58.4	)	$	(86.8	)	$	(145.2	)
Other comprehensive income/(loss) before reclassifications		—			(1.8	)		(1.8	)
Amounts reclassified from AOCL		(0.9	)		—			(0.9	)
Total other comprehensive income/(loss)		(0.9	)		(1.8	)		(2.7	)
Balance at September 30, 2023	$	(59.3	)	$	(88.6	)	$	(147.9	)

This discussion should be read in conjunction with our unaudited interim condensed consolidated financial statements and the notes thereto.

~~NOTE~~CRITICAL ~~15 – RECENTLY ISSUED~~ ACCOUNTING ~~PRONOUNCEMENTS~~ESTIMATES

The policies and estimates that the Company ~~has~~considers ~~reviewed~~the ~~recently~~most ~~issued~~critical ~~accounting~~in ~~pronouncements~~terms of complexity and ~~concluded~~subjectivity ~~there~~of ~~were~~assessment noare ~~matters~~those ~~relevant~~related to plant closure provisions, income taxes and goodwill. These policies have been discussed in the Company’s ~~financial~~2024 ~~statements~~Form 10-K.

17RESULTS OF OPERATIONS

~~NOTE~~The 16Company –reports ~~RELATED~~its ~~PARTY~~financial ~~TRANSACTIONS~~performance based on three reportable segments, which are Performance Chemicals, Fuel Specialties and Oilfield Services.

~~Mr.~~The ~~Patrick~~following S.table ~~Williams~~provides ~~has~~sales, ~~been~~gross anprofit ~~executive director of the Company since April 2009~~ and ~~has~~operating ~~been~~income aby ~~non-executive~~reporting director of AdvanSix Inc. ("AdvanSix"), a chemicals manufacturer, since February 2020. In the first nine months of 2024 the Company did not purchase any product from AdvanSix (first nine months of 2023 – $0.3 million). As at September 30, 2024, the Company owed nil to AdvanSix (December 31, 2023 – nil).segment:

Mr. Robert I. Paller was a non-executive director of the Company since November 1, 2009 until May 10, 2024, when he did not stand for re-election to the board. The Company has retained and continues to retain Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller holds a position. From January 1st until May 10th, 2024 the Company incurred fees from SGR of $0.2 million (first nine months of 2023 – $0.2 million). As at September 30, 2024, the Company owed nil to SGR (December 31, 2023 – nil).


	Three Months Ended March 31,
(in millions)	2025			2024
Net sales:
Performance Chemicals	$	168.4		$	160.8
Fuel Specialties		170.3			176.9
Oilfield Services		102.1			162.5
	$	440.8		$	500.2
Gross profit:
Performance Chemicals	$	35.3		$	37.7
Fuel Specialties		60.8			60.6
Oilfield Services		29.0			57.4
	$	125.1		$	155.7
Operating income/(loss):
Performance Chemicals	$	19.8		$	21.1
Fuel Specialties		36.9			33.4
Oilfield Services		4.1			16.9
Corporate costs		(17.7	)		(20.2	)
Adjustment to fair value of contingent consideration		(0.7	)		(0.8	)
Profit on disposal of property, plant and equipment		0.1			0.1
Total operating income	$	42.5		$	50.5

Mr. David F. Landless has been a non-executive director of the Company since January 1, 2016 and is a non-executive director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”). The Company has sold scrap metal to EMR in the first nine months of 2024 for a value of less than $0.1 million (first nine months of 2023 – $0.1 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at September 30, 2024, EMR owed nil for scrap metal purchased from the Company (December 31, 2023 – nil).17

18Three Months Ended March 31, 2025

~~Item~~The ~~2 Management’s~~following ~~Discussion~~table ~~and~~shows ~~Analysis~~the ofchanges ~~Financial~~in ~~Condition~~sales, gross profit and ~~Results~~operating ofexpenses ~~Operations~~by reporting segment for the ~~Three~~three months ended March 31, 2025, and ~~Nine~~the ~~Months~~three ~~Ended~~months ~~September~~ended 30March 31, 2024:

This discussion should be read in conjunction with our unaudited interim condensed consolidated financial statements and the notes thereto.


	Three Months Ended March 31,
(in millions, except ratios)	2025			2024			Change
Net sales:
Performance Chemicals	$	168.4		$	160.8		$	7.6		+5%
Fuel Specialties		170.3			176.9			(6.6	)	-4%
Oilfield Services		102.1			162.5			(60.4	)	-37%
	$	440.8		$	500.2		$	(59.4	)	-12%
Gross profit:
Performance Chemicals	$	35.3		$	37.7		$	(2.4	)	-6%
Fuel Specialties		60.8			60.6			0.2		+0%
Oilfield Services		29.0			57.4			(28.4	)	-49%
	$	125.1		$	155.7		$	(30.6	)	-20%
Gross margin (%):
Performance Chemicals		21.0			23.4			-2.4
Fuel Specialties		35.7			34.3			+1.4
Oilfield Services		28.4			35.3			-6.9
Aggregate		28.4			31.1			-2.7
Operating expenses:
Performance Chemicals	$	(15.5	)	$	(16.6	)	$	1.1		-7%
Fuel Specialties		(23.9	)		(27.2	)		3.3		-12%
Oilfield Services		(24.9	)		(40.5	)		15.6		-39%
Corporate costs		(17.7	)		(20.2	)		2.5		-12%
Adjustment to fair value of contingent consideration		(0.7	)		(0.8	)		0.1		-13%
Profit on disposal of property, plant and equipment		0.1			0.1			—		n/a
	$	(82.6	)	$	(105.2	)	$	22.6		-21%

CRITICALPerformance ACCOUNTING ESTIMATESChemicals

~~The~~Net ~~policies~~sales: ~~and estimates that~~ the ~~Company~~table ~~considers~~below details the ~~most~~components ~~critical~~which incomprise ~~terms~~the ofyear ~~complexity~~over ~~and~~year ~~subjectivity~~change ofin ~~assessment~~net ~~are~~sales ~~those~~spread ~~related~~across tothe ~~plant~~markets ~~closure provisions, pensions, income taxes and goodwill. These policies have been discussed~~ in ~~the~~which ~~Company’s~~we ~~2023 Form 10-K.~~operate:

RESULTS OF OPERATIONS

      
     Three Months Ended March 31, 2025

     Change (%)

     Americas

     EMEA

     ASPAC

     Total

Volume

+11

-3

+31

+5

Price and product mix

-6

+9

+8

+3

Exchange rates

—

-5

-3

-3

+5

+1

+36

+5

Higher sales volumes for the Americas were driven by increased demand for our personal care products, being partly offset by an adverse price and product mix due to higher demand for our lower priced products. The ~~Company~~volumes ~~reports~~decline ~~its~~in ~~financial~~EMEA ~~performance~~was ~~based~~offset onby ~~three~~a ~~reportable~~favorable ~~segments~~price and product mix, ~~which~~primarily ~~are~~driven ~~Performance~~by ~~Chemicals~~higher demand for higher priced personal care products. ASPAC volumes were higher driven by increased demand for our personal care products, ~~Fuel~~together ~~Specialties~~with a favorable price and ~~Oilfield~~product ~~Services~~mix due to higher demand for higher priced personal care products. EMEA and ASPAC were adversely affected by foreign currency exchange rate movements.

~~The~~Gross ~~following~~margin: ~~table~~the ~~provides~~year ~~sales,~~over ~~gross~~year ~~profit~~decrease ~~and~~of ~~operating~~2.4 ~~income~~percentage points was primarily due to pricing pressure in a competitive market being partly driven by ~~reporting~~the ~~segment:~~recent global economic uncertainty and higher demand for our lower priced products.

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
(in millions)	2024			2023			2024			2023
Net sales:
Performance Chemicals	$	163.6		$	145.2		$	484.5		$	424.4
Fuel Specialties		165.8			169.3			509.3			513.8
Oilfield Services		114.0			149.6			384.8			515.9
	$	443.4		$	464.1		$	1,378.6		$	1,454.1
Gross profit:
Performance Chemicals	$	36.1		$	30.3		$	110.0		$	76.4
Fuel Specialties		55.7			53.0			173.9			155.2
Oilfield Services		32.3			53.9			122.8			203.8
	$	124.1		$	137.2		$	406.7		$	435.4
Operating income/(loss):
Performance Chemicals	$	20.0		$	16.9		$	62.3		$	36.5
Fuel Specialties		30.9			27.6			94.7			77.1
Oilfield Services		7.1			16.4			31.3			60.3
Corporate costs		(11.8	)		(19.0	)		(49.6	)		(56.8	)
Adjustment to fair value of contingent consideration		(0.7	)		—			(2.1	)		—
Profit on disposal of property, plant and equipment		0.1			—			0.2			—
Total operating income	$	45.6		$	41.9		$	136.8		$	117.1

19Operating expenses: decreased by $1.1 million year over year due to lower provisions for doubtful debts, together with lower provisions for bonuses and performance-related remuneration accruals.

ThreeFuel Months Ended September 30, 2024Specialties

~~The~~Net ~~following~~sales: ~~table shows~~ the ~~changes~~table inbelow ~~sales,~~details ~~gross~~the ~~profit~~components ~~and~~which ~~operating~~comprise ~~expenses~~the byyear ~~reporting~~over ~~segment~~year ~~for~~change ~~the~~in ~~three~~net ~~months~~sales ~~ended~~spread ~~September~~across ~~30, 2024, and~~ the ~~three~~markets ~~months~~in ~~ended~~which ~~September~~we ~~30, 2023~~operate:

	Three Months EndedSeptember 30,
	Three Months Ended March 31, 2025
(in millions, except ratios)	2024			2023			Change
Change (%)	Americas			EMEA			ASPAC			AvGas		Total
Net sales:
Volume		+1			+3			-16			+17		—
Performance Chemicals	$	163.6		$	145.2		$	18.4		+13%
Price and product mix		-3			-3			+3			+9		-2
Fuel Specialties		165.8			169.3			(3.5	)	-2%
Exchange rates		—			-5			-1			—		-2
Oilfield Services		114.0			149.6			(35.6	)	-24%
		-2			-5			-14			+26		-4
	$	443.4		$	464.1		$	(20.7	)	-4%
Gross profit:
Performance Chemicals	$	36.1		$	30.3		$	5.8		+19%
Fuel Specialties		55.7			53.0			2.7		+5%
Oilfield Services		32.3			53.9			(21.6	)	-40%
	$	124.1		$	137.2		$	(13.1	)	-10%
Gross margin (%):
Performance Chemicals		22.1			20.9			+1.2
Fuel Specialties		33.6			31.3			+2.3
Oilfield Services		28.3			36.0			-7.7
Aggregate		28.0			29.6			-1.6
Operating expenses:
Performance Chemicals	$	(16.1	)	$	(13.4	)	$	(2.7	)	+20%
Fuel Specialties		(24.8	)		(25.4	)		0.6		-2%
Oilfield Services		(25.2	)		(37.5	)		12.3		-33%
Corporate costs		(11.8	)		(19.0	)		7.2		-38%
Adjustment to fair value of contingent consideration		(0.7	)		—			(0.7	)	n/a
Profit on disposal of property, plant and equipment		0.1			—			0.1		n/a
	$	(78.5	)	$	(95.3	)	$	16.8		-18%

~~Performance~~Sales ~~Chemicals~~volumes in the Americas and EMEA have increased year over year due to increased demand from customers, being offset by an adverse price and product mix from lower pricing resulting from lower raw material costs. Sales volumes in ASPAC have decreased year over year due to decreased demand from customers, being partly offset by a favorable price and product mix due to an improved sales mix. AvGas volumes were higher than the prior year due to variations in the demand from customers, together with a favorable price and product mix due to a favorable customer mix. EMEA and ASPAC were adversely affected by foreign currency exchange rate movements.

~~Net~~Gross ~~sales~~margin: the ~~table~~year ~~below~~over ~~details~~year ~~the~~increase ~~components~~of ~~which~~1.4 ~~comprise~~percentage ~~the~~points ~~year~~was ~~over~~driven ~~year~~by ~~change~~an inimproved ~~net~~sales mix from increased sales ~~spread~~of ~~across~~higher ~~the~~margin ~~markets~~products, intogether ~~which~~with wereduced ~~operate:~~raw material and other inflationary pressures.

Three Months Ended September 30, 2024

Change (%)

Americas

EMEA

ASPAC

Total

Volume

+17

Acquisition

—

Price and product mix

-6

-3

-4

Exchange rates

—

+14

+13

Operating expenses: the year over year decrease of $3.3 million was due to lower provisions for doubtful debts, together with lower provisions for bonuses and performance-related remuneration accruals.

HigherOilfield sales volumes for all our regions were driven by increased demand for our personal care and home care products resulting from higher consumer demand, in particular for lower priced higher volume products. The acquisition of the QGP business has also delivered increased volumes year over year. All our regions recorded an adverse price and product mix due to lower selling prices, driven by lower raw material costs, together with the greater demand from consumers for lower priced products. Services

~~Gross~~Net ~~margin~~sales: ~~the~~have decreased year over year ~~increase~~by ~~of 1~~$60.24 ~~percentage~~million, ~~points~~or ~~was~~37 ~~due~~percent, towith ~~margins~~the ~~returning~~majority toof aour ~~more~~customer ~~normalized~~activity ~~level~~concentrated ~~when~~in ~~compared to~~ the ~~depressed~~Americas ~~margins~~region. inSales ~~the~~volumes ~~prior~~were ~~year.~~adversely ~~Margins~~impacted ~~have~~by ~~benefited~~significantly ~~from~~lower ~~raw~~production ~~materials~~chemical ~~pricing~~activity ~~reductions~~ in ~~the~~Latin ~~current~~America. Management ~~year,~~continues ~~combining~~to ~~with~~see ~~the~~potential ~~favorable~~growth ~~impact~~opportunities for our ~~manufacturing~~other ~~efficiency~~oilfield ~~due to the higher production volumes~~markets.

20Gross margin: the year over year decrease of 6.9 percentage points was due to an unfavorable sales mix as our customer demand has weakened.

Operating expenses: ~~increased~~the ~~$2.7 million~~ year over year decrease of $15.6 million was due to ~~higher~~lower ~~selling~~customer ~~expenses,~~service ~~increased~~costs ~~amortization~~and ~~for~~commissions related to the ~~acquired~~reduced ~~intangible~~demand ~~assets~~from ~~relating~~certain tocustomers, ~~our~~together ~~QGP~~with ~~acquisition~~lower ~~and~~provisions ~~higher~~for bonuses and performance-related remuneration accruals.

FuelOther SpecialtiesIncome Statement Captions

~~Net~~Corporate ~~sales~~costs: the ~~table~~year ~~below~~over ~~details~~year ~~the~~decrease ~~components~~of ~~which~~$2.5 ~~comprise~~million ~~the~~was ~~year~~primarily ~~over~~due ~~year~~to ~~change~~lower inprovisions ~~net~~for ~~sales~~bonuses ~~spread~~and ~~across~~performance-related remuneration accruals, being partly offset by the ~~markets~~additional investment in ~~which~~our weIT ~~operate:~~infrastructure and the amortization of our new group-wide ERP system.

	Three Months Ended September 30, 2024
Change (%)	Americas		EMEA		ASPAC		AvGas		Total
Volume		+7		+4		+1		-26		+2
Price and product mix		-5		-4		-9		—		-4
Exchange rates		—		+1		—		—		—
		+2		+1		-8		-26		-2

~~Sales~~Other ~~volumes~~net inincome/(expense): ~~all~~for ~~our~~the ~~regions~~first ~~have~~quarter ~~increased~~of ~~year~~2025 ~~over year due to increased demand from customers. Price~~ and ~~product mix was adverse in all our regions~~2024, ~~with~~included ~~a favorable sales mix being offset by lower pricing resulting from lower raw material costs. AvGas volumes were lower than~~ the ~~prior year due to variations in the demand from customers.~~following:

Gross margin: the year over year increase of 2.3 percentage points was driven by an improved sales mix from increased sales of higher margin products, together with the easing of raw material and other inflationary pressures.


(in millions)	2025			2024			Change
Net pension credit	$	(0.1	)	$	1.7		$	(1.8	)
Profit attributable to non-controlling interests		(0.8	)		(0.1	)		(0.7	)
Foreign exchange gains/(losses) on translation		2.7			0.1			2.6
Foreign currency forward contracts gains/(losses)		(2.3	)		1.0			(3.3	)
	$	(0.5	)	$	2.7		$	(3.2	)

~~Operating~~Interest ~~expenses~~income/(expense), net: in the ~~year~~first ~~over~~quarter ~~year~~of ~~decrease~~2025 ofwas $02.64 million ~~was~~of ~~primarily~~income ~~due~~compared to ~~lower~~$2.1 ~~provisions~~million ~~for~~of ~~doubtful~~income ~~debts~~in the first quarter of 2024, driven by the interest income being earned from our higher cash balances.

~~Oilfield~~Income ~~Services~~taxes: the effective tax rate was 26.1% and 25.1% in the first quarter of 2025 and 2024, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 24.4% in 2025 compared with 24.5% in 2024. The 0.1% decrease in the adjusted effective rate was primarily due to the fact that a higher proportion of the Company’s profits are being generated in lower tax jurisdictions. The Company believes that this adjusted effective tax rate, a non-GAAP financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this non-GAAP financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.

~~Net~~The ~~sales:~~following ~~have~~table ~~decreased~~shows ~~year~~a ~~over~~reconciliation ~~year by $35.6 million, or 24 percent, with the majority~~ of ~~our customer activity concentrated in~~ the ~~Americas~~GAAP ~~region.~~effective ~~Sales~~tax ~~volumes~~charge ~~were adversely impacted by significantly lower production chemical activity in 2024. Management expects~~ to ~~see lower sales volumes continuing in production chemicals for~~ the ~~remainder~~adjusted ofeffective ~~2024,~~tax ~~with the potential for demand to recover over the near-term, combined with the potential for growth opportunities for our other oilfield markets.~~ charge:

Gross margin: the year over year decrease of 7.7 percentage points was due to an unfavorable sales mix as customer demand has weakened.


	Three Months Ended March 31,
(in millions)	2025			2024
Income before income taxes	$	44.4		$	55.3
Indemnification asset regarding tax audit		—			0.1
Adjustment for stock compensation		2.0			2.1
Adjustment to fair value of contingent consideration		0.7			0.8
Legacy costs of closed operations		0.8			0.8
Adjusted income before income taxes	$	47.9		$	59.1
Income taxes	$	11.6		$	13.9
Tax on stock compensation		(0.1	)		(0.1	)
Adjustment of income tax provision		—			0.2
Tax on adjustment to fair value of contingent consideration		—			0.3
Tax on legacy cost of closed operations		0.2			0.2
Adjusted income taxes	$	11.7		$	14.5
GAAP effective tax rate		26.1	%		25.1	%
Adjusted effective tax rate		24.4	%		24.5	%

~~Operating expenses: the year over year decrease of $12.3 million was driven by the lower customer service costs and commissions related to the reduced demand from certain customers.~~20

OtherLIQUIDITY IncomeAND StatementFINANCIAL CaptionsCONDITION

CorporateWorking costs: the year over year decrease of $7.2 million was primarily due to the $8.4 million recovery of historical costs which the Company incurred relating to our defined benefit pension scheme in the U.K., being partly offset by higher performance-related remuneration accruals.Capital

21In the first three months of 2025 our working capital increased by $34.3 million, while our adjusted working capital increased by $27.1 million. The difference is primarily due to the exclusion of the increases for cash and cash equivalents, together with the changes for the current portion of income taxes.

~~Other~~The ~~net~~Company ~~income/~~believes that adjusted working capital, a non-GAAP financial measure (~~expense~~defined by the Company as trade and other accounts receivable, inventories, prepaid expenses, accounts payable and accrued liabilities rather than total current assets less total current liabilities): ~~for~~provides useful information to investors in evaluating the ~~third~~Company’s ~~quarter~~underlying performance and identifying operating trends. Management uses this non-GAAP financial measure internally to allocate resources and evaluate the performance of ~~2024~~the Company’s operations. Items excluded from working capital in the adjusted working capital calculation are listed in the table below and ~~2023,~~represent ~~included~~factors which do not fluctuate in line with the ~~following:~~day to day working capital needs of the business.

(in millions)	~~2024~~March 31,2025			~~2023~~December 31,2024			~~Change~~
Net pension credit	$	1.7		$	1.8		$	(0.1	)
Total current assets	$	977.1		$	956.6
Profit attributable to non-controlling interests		(0.9	)		(0.2	)		(0.7	)
Total current liabilities		(357.6	)		(371.4	)
Foreign exchange gains/(losses) on translation		(7.1	)		2.8			(9.9	)
Working capital		619.5			585.2
Foreign currency forward contracts gains/(losses)		2.8			0.4			2.4
Less cash and cash equivalents		(299.8	)		(289.2	)
	$	(3.5	)	$	4.8		$	(8.3	)
Less prepaid income taxes		(1.0	)		(3.1	)
Less other current assets		(1.4	)		(0.6	)
Add back accrued income taxes		21.6			19.6
Add back current portion of plant closure provisions		5.0			5.0
Add back current portion of operating lease liabilities		14.0			13.9
Adjusted working capital	$	357.9		$	330.8

~~Interest~~We ~~income/(expense),~~had ~~net:~~a $1.8 million increase in ~~the~~trade ~~third~~and ~~quarter~~other ofaccounts ~~2024~~receivable ~~was~~due ~~$2.7~~to ~~million~~the timing of ~~income~~cash ~~compared~~collections toand ~~$0.8~~sales ~~million~~in each of ~~income~~our segments. Days’ sales outstanding increased in ~~the~~our ~~third~~Performance ~~quarter~~Chemicals ofsegment ~~2023,~~from ~~driven~~61 bydays ~~the~~to ~~higher~~63 ~~interest~~days; ~~income~~increased ~~being~~from ~~earned~~57 days to 60 days in ~~2024~~our ~~for~~Fuel Specialties segment; and decreased from 83 days to 75 days in our ~~increasing~~Oilfield ~~cash~~Services ~~balances~~segment.

~~Income~~We ~~taxes:~~had ~~the~~a ~~effective tax rate was 25~~$14.4% ~~and~~million ~~17.5%~~increase in ~~the~~inventories, ~~third~~including ~~quarter~~a ~~of 2024 and 2023, respectively~~$1.2 ~~The~~million ~~adjusted~~increase ~~effective~~in ~~tax rate~~allowances, ~~once~~driven ~~adjusted~~by ~~for~~higher ~~the~~levels ~~items~~of ~~set~~finished ~~out~~goods indue ~~the~~to ~~following~~higher ~~table,~~production ~~was 24.6%~~ in ~~2024~~advance ~~compared~~of ~~with~~planned ~~17.6%~~maintenance ~~in 2023~~shutdowns. The ~~7.0~~Company ~~percentage~~continues ~~points~~to ~~increase~~maintain ininventory ~~the~~levels ~~adjusted~~necessary ~~effective rate was primarily due~~ to manage the ~~geographical~~risk ~~mix~~ of ~~profits~~potential ~~and~~supply ~~the~~chain ~~prior~~disruption ~~year~~for ~~comparatives~~certain ~~being~~key ~~significantly~~raw ~~impacted~~materials, byespecially ~~foreign~~in ~~currency~~our ~~fluctuations.~~Fuel ~~The~~Specialties ~~Company~~segment. ~~believes~~Days’ ~~that~~sales ~~this~~in ~~adjusted~~inventory ~~effective~~in ~~tax~~our ~~rate,~~Performance aChemicals ~~non-GAAP~~segment ~~financial~~increased ~~measure,~~from ~~provides~~63 ~~useful~~days ~~information~~ to ~~investors~~67 ~~and~~days; ~~may~~increased ~~assist~~from ~~them~~113 indays ~~evaluating~~to ~~the~~129 ~~Company’s~~days ~~underlying~~in ~~performance~~our ~~and~~Fuel ~~identifying~~Specialties ~~operating~~segment; ~~trends.~~and Indecreased ~~addition,~~from ~~management~~76 ~~uses~~days ~~this non-GAAP financial measure internally~~ to ~~evaluate~~67 ~~the~~days ~~performance~~in ofour ~~the~~Oilfield ~~Company’s~~Services ~~operations and for planning and forecasting in subsequent periods~~segment.

~~The~~Prepaid ~~following~~expenses ~~table~~decreased ~~shows~~$5.0 amillion, ~~reconciliation~~from of$21.0 ~~the~~million ~~GAAP~~to ~~effective~~$16.0 ~~tax~~million, ~~charge~~primarily due to the ~~adjusted~~normal ~~effective~~expensing ~~tax~~of ~~charge:~~prepaid invoices.

	Three Months EndedSeptember 30,
(in millions)	2024			2023
Income before income taxes	$	44.8		$	47.5
Indemnification asset regarding tax audit		—			0.1
Adjustment for stock compensation		2.2			2.0
Acquisition costs		—			0.3
Adjustment to fair value of contingent consideration		0.7			—
Legacy costs of closed operations		1.0			0.7
Adjusted income before income taxes	$	48.7		$	50.6
Income taxes	$	11.4		$	8.3
Tax on stock compensation		(0.2	)		0.2
Adjustment of income tax provision		(0.9	)		0.1
Tax on acquisition costs		—			0.1
Tax on legacy cost of closed operations		0.2			0.2
Tax on adjustment to fair value of contingent consideration		0.2			—
Adjustments to tax charge of prior periods		1.3			—
Adjusted income taxes	$	12.0		$	8.9
GAAP effective tax rate		25.4	%		17.5	%
Adjusted effective tax rate		24.6	%		17.6	%

We had a $15.9 million decrease in accounts payable and accrued liabilities, which was dependent on the timing of payments for each of our reporting segments. Creditor days (including goods received not invoiced) have increased in our Performance Chemicals segment from 46 days to 47 days; increased from 44 days to 54 days in our Fuel Specialties segment; and decreased from 68 days to 59 days in our Oilfield Services segment. The changes for creditor days have been impacted by the timing of sales and cost of sales in the quarter, when using a countback methodology.

2221

NineOperating MonthsCash Ended September 30, 2024Flows

~~The~~We ~~following~~generated ~~table~~cash ~~shows~~from ~~the~~operating ~~changes~~activities of $28.3 million in ~~sales,~~the ~~gross~~first ~~profit~~three ~~and~~months ~~operating~~of ~~expenses~~2025 bycompared ~~reporting~~to ~~segment~~$80.6 ~~for~~million in the ~~nine~~first three months ~~ended~~of ~~September~~2024. ~~30,~~The ~~2024,~~decrease in cash generated from operating activities was related to decreased operating income and less favorable working capital cash flows primarily related to the ~~nine~~increased ~~months~~inventory ~~ended~~levels ~~September~~needed ~~30,~~to ~~2023:~~secure the supply of certain raw materials.

	Nine Months EndedSeptember 30,
(in millions, except ratios)	2024			2023			Change
Net sales:
Performance Chemicals	$	484.5		$	424.4		$	60.1		+14%
Fuel Specialties		509.3			513.8			(4.5	)	-1%
Oilfield Services		384.8			515.9			(131.1	)	-25%
	$	1,378.6		$	1,454.1		$	(75.5	)	-5%
Gross profit:
Performance Chemicals	$	110.0		$	76.4		$	33.6		+44%
Fuel Specialties		173.9			155.2			18.7		+12%
Oilfield Services		122.8			203.8			(81.0	)	-40%
	$	406.7		$	435.4		$	(28.7	)	-7%
Gross margin (%):
Performance Chemicals		22.7			18.0			+4.7
Fuel Specialties		34.1			30.2			+3.9
Oilfield Services		31.9			39.5			-7.6
Aggregate		29.5			29.9			-0.4
Operating expenses:
Performance Chemicals	$	(47.7	)	$	(39.9	)	$	(7.8	)	+20%
Fuel Specialties		(79.2	)		(78.1	)		(1.1	)	+1%
Oilfield Services		(91.5	)		(143.5	)		52.0		-36%
Corporate costs		(49.6	)		(56.8	)		7.2		-13%
Adjustment to fair value of contingent consideration		(2.1	)		—			(2.1	)	n/a
Profit on disposal of property, plant and equipment		0.2			—			0.2		n/a
	$	(269.9	)	$	(318.3	)	$	48.4		-15%

Cash

~~Performance~~At ~~Chemicals~~March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $299.8 million and $289.2 million, respectively, of which $143.9 million and $133.9 million, respectively, were held by non-U.S. subsidiaries principally in the United Kingdom.

~~Net~~The ~~sales:~~increase ~~the~~in ~~table~~cash ~~below~~and ~~details~~cash ~~the~~equivalents ~~components~~of ~~which~~$10.6 ~~comprise~~million for the ~~year~~first ~~over~~three ~~year~~months ~~change~~of in2025 ~~net~~was ~~sales~~primarily ~~spread~~driven ~~across~~by ~~the~~our ~~markets~~positive trading cash flow, being partly offset by our continued investments in ~~which~~capital weprojects ~~operate:~~and our repurchases of common stock.

Nine Months Ended September 30, 2024

Change (%)

Americas

EMEA

ASPAC

Total

Volume

+23

+12

+21

+16

Acquisition

—

Price and product mix

-11

-9

-8

-9

Exchange rates

—

+12

+13

+14

Debt

~~Higher~~We ~~sales~~continue ~~volumes~~to ~~for~~have ~~all~~available ~~our~~a ~~regions were driven by increased demand for our personal care and home care products resulting from higher consumer demand, in particular for lower priced higher volume products~~$250. ~~The~~0 ~~acquisition~~million ofmulticurrency ~~the~~revolving ~~QGP~~credit ~~business has also delivered increased volumes year over year~~facility. ~~All our regions recorded an adverse price and product mix due to lower selling prices, driven by lower raw material costs, together with the greater demand from consumers for lower priced products.~~

~~Gross~~At ~~margin:~~March ~~the~~31, ~~year~~2025, ~~over~~and ~~year~~December ~~increase~~31, of2024, ~~4.7~~we ~~percentage~~had ~~points~~no ~~was~~debt ~~due~~outstanding tounder ~~margins~~the ~~returning~~revolving tocredit afacility ~~more~~and ~~normalized~~no ~~level~~obligations ~~when~~were ~~compared~~outstanding tounder ~~the~~finance ~~depressed margins in the prior year~~leases. See ~~Margins~~Note ~~have~~8 ~~benefited~~of ~~from~~the ~~raw~~Notes ~~materials~~to ~~pricing reductions in~~ the ~~current~~Condensed ~~year,~~Consolidated ~~combining~~Financial ~~with~~Statements ~~the favorable impact~~ for ~~our~~additional ~~manufacturing efficiency due to the higher production volumes~~information.

2322

OperatingItem expenses:3 increasedQuantitative $7.8 million year over year due to higher selling expenses, increased amortization for the acquired intangible assets relating to our QGP acquisition, increased spending on research and developmentQualitative andDisclosures higherabout performance-relatedMarket remuneration accruals.Risk

~~Fuel~~The ~~Specialties~~Company uses floating rate debt to finance its global operations. The Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. The political and economic risks are mitigated by the stability of the major countries in which the Company’s largest operations are located. Credit limits, ongoing credit evaluation and account monitoring procedures are used to minimize bad debt risk. Collateral is not generally required.

~~Net~~From ~~sales:~~time to time, the ~~table~~Company ~~below~~uses ~~details~~derivatives, including interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the ~~components~~normal ~~which~~course ~~comprise~~of business to manage market risks. The derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. In addition, the ~~year~~Company ~~over~~enters ~~year~~into ~~change~~derivative instruments with a diversified group of major financial institutions in ~~net~~order ~~sales~~to ~~spread~~manage ~~across~~the exposure to non-performance of such instruments. The Company’s objective in managing the ~~markets~~exposure to changes in ~~which~~interest werates ~~operate:~~is to limit the impact of such changes on earnings and cash flows and to lower overall borrowing costs. The Company’s objective in managing the exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with such changes.

	Nine Months Ended September 30, 2024
Change (%)	Americas		EMEA		ASPAC		AvGas		Total
Volume		+9		+7		+3		+4		+7
Price and product mix		-12		-7		-3		+9		-8
Exchange rates		—		—		—		—		—
		-3		—		—		+13		-1

The Company offers fixed prices for some long-term sales contracts. As manufacturing and raw material costs are subject to variability, the Company, from time to time, uses commodity swaps to hedge the cost of some raw materials thus reducing volatility on earnings and cash flows. The derivatives are considered risk management tools and are not used for trading purposes. The Company’s objective is to manage its exposure to fluctuating costs of raw materials.

~~Sales~~The ~~volumes~~Company’s inexposure ~~all our regions have increased year over year due~~ to ~~increased~~market ~~demand~~risk ~~from~~has ~~customers.~~been ~~Price~~discussed ~~and product mix was adverse~~ in ~~all our regions, with a favorable sales mix being offset by lower pricing resulting from lower raw material costs. AvGas volumes were higher than~~ the ~~prior~~2024 ~~year~~Form ~~due~~10-K ~~to variations in the demand from customers, together with a favorable price~~ and ~~product~~there ~~mix~~have ~~due~~been tono asignificant ~~higher~~changes ~~proportion~~since ofthat ~~sales being made to higher margin customers~~time.

Gross margin: the year over year increase of 3.9 percentage points was driven by an improved sales mix from increased sales of higher margin products, together with the easing of raw material and other inflationary pressures and the adverse impact of the Brazil inventory misappropriation and associated costs of exiting the trading relationship in the prior year.23

OperatingItem expenses:4 theControls year over year increase of $1.1 million is due to higher research and development expenditure and higher performance-related remuneration accruals, being partly offset by lower provisions for doubtful debts.Procedures

~~Oilfield~~Evaluation ~~Services~~of Disclosure Controls and Procedures

~~Net~~Based ~~sales:~~on ~~have~~an ~~decreased~~evaluation ~~year~~carried ~~over~~out ~~year~~as of the end of the period covered by ~~$131.1~~this ~~million~~report, orunder 25the ~~percent,~~supervision and with the ~~majority~~participation of our ~~customer~~management, ~~activity~~our ~~concentrated~~Chief Executive Officer and our Chief Financial Officer concluded that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the ~~Americas~~Securities ~~region.~~Exchange ~~Sales~~Act ~~volumes~~of 1934) were ~~adversely~~effective ~~impacted~~as byof ~~significantly~~March ~~lower~~31, ~~production~~2025, ~~chemical~~to ~~activity~~provide inreasonable ~~2024. Management~~assurance ~~expects~~that information required to ~~see~~be ~~lower~~disclosed ~~sales~~by ~~volumes~~the ~~continuing~~Company in ~~production~~reports ~~chemicals~~that ~~for~~it files or submits under the ~~remainder~~Exchange ofAct ~~2024~~is (i) recorded, ~~with~~processed, summarized and reported within the ~~potential~~time ~~for~~periods ~~demand~~specified toin ~~recover~~the ~~over~~SEC rules and forms and (ii) accumulated and communicated to the ~~near-term~~Company’s management, ~~combined~~including ~~with~~its ~~the~~principal ~~potential~~executive ~~for~~officer ~~growth~~and ~~opportunities~~principal ~~for~~financial ~~our~~officer, ~~other~~as ~~oilfield~~appropriate ~~markets~~to allow timely decisions regarding required disclosure.

GrossChanges margin:in theInternal yearControl over yearFinancial decrease of 7.6 percentage points was due to an unfavorable sales mix as customer demand has weakened.Reporting

~~Operating~~The ~~expenses:~~Company ~~the~~is ~~year~~continuously ~~over~~seeking ~~year~~to ~~decrease~~improve ofthe ~~$52.0~~efficiency ~~million~~and ~~was~~effectiveness ~~driven~~of byits ~~the~~operations ~~lower customer service costs~~ and ~~commissions~~of ~~related~~its tointernal ~~the~~control ~~reduced~~over ~~demand~~financial ~~from~~reporting. ~~certain~~This ~~customers,~~is ~~together~~intended ~~with~~to ~~lower~~result ~~provisions~~in ~~for~~refinements ~~doubtful~~to ~~debts~~processes ~~and~~throughout ~~lower~~the ~~performance related remuneration accruals~~Company.

~~Other~~As ~~Income~~previously ~~Statement~~disclosed, ~~Captions~~we are continuing with the development of a new, company-wide, information system platform which began in 2022. The new platform provider is well established in the market. The implementation is a phased, risk-managed, site deployment following a multistage user acceptance program with the existing platform providing a fallback position. In connection with this implementation, the Company has updated its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures.

~~Corporate~~There ~~costs:~~were ~~the~~no ~~year~~changes to our internal control over ~~year~~financial ~~decrease~~reporting ofwhich ~~$7.2~~were ~~million~~identified ~~was~~in ~~primarily~~connection ~~driven~~with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the ~~$8.4~~Securities ~~million~~Exchange ~~recovery~~Act of ~~historical~~1934, ~~costs~~that ~~which~~have ~~the~~materially ~~Company~~affected, ~~incurred~~or ~~relating~~are reasonably likely to ~~our~~materially ~~defined~~affect, ~~benefit~~the ~~pension~~Company’s ~~scheme~~internal incontrol ~~the~~over ~~U.K.,~~financial reporting.

~~together~~PART ~~with~~II aOTHER ~~reduction for acquisition related costs, being partly offset by higher information technology investment and the adverse impact of inflationary increases year over year.~~INFORMATION

OtherItem net1 income/(expense):Legal for the first nine months of 2024 and 2023, included the following:Proceedings

(in millions)	2024			2023			Change
Net pension credit	$	5.0		$	5.2		$	(0.2	)
Profit attributable to non-controlling interests		(1.7	)	$	(0.1	)		(1.6	)
Foreign exchange gains/(losses) on translation		(2.1	)		7.3			(9.4	)
Foreign currency forward contracts gains/(losses)		(1.1	)		(1.2	)		0.1
	$	0.1		$	11.2		$	(11.1	)

Legal matters

~~Interest~~We ~~income/(expense),~~are ~~net:~~involved infrom ~~the~~time ~~first~~to ~~nine~~time ~~months~~in ofclaims ~~2024~~and ~~was~~legal ~~$6.9~~proceedings ~~million~~that ofresult ~~income~~from, ~~compared~~and toare ~~$0.8~~incidental ~~million~~to, ~~of income in~~ the ~~first~~conduct ~~nine months~~ of ~~2023. Interest income from~~ our ~~cash~~business ~~balances~~including ~~has~~business ~~increased~~and ~~over~~commercial ~~recent~~litigation, ~~periods~~employee ~~due~~and toproduct ~~higher~~liability ~~central bank interest rates together with the increases in our cash balances~~claims.

~~Income~~As ~~taxes:~~reported ~~the effective tax rate was 26.3% and 21.5%~~ in ~~the~~our ~~first~~2023 ~~nine~~Form ~~months of 2024 and 2023~~10-K, ~~respectively.~~we ~~The~~have ~~adjusted~~incurred ~~effective~~financial ~~tax~~losses ~~rate,~~and ~~once~~lodged ~~adjusted~~a ~~for~~civil ~~the~~and ~~items~~criminal ~~set~~legal ~~out~~claim inrelated ~~the~~to ~~following~~a ~~table,~~misappropriation ~~was~~of ~~25.7%~~inventory in ~~2024 compared with 21~~Brazil.4% As inat ~~2023.~~the ~~The~~time ~~4.3~~of ~~percentage~~filing, ~~points~~there ~~increase~~have inbeen ~~the~~no ~~adjusted~~significant ~~effective~~developments ~~rate~~to ~~was~~report ~~primarily~~in ~~due~~relation to the ~~geographical~~claims ~~mix of profits and the prior year comparatives~~ being ~~significantly impacted by foreign currency fluctuations~~made. Consistent ~~The~~with ~~Company~~prior ~~believes that this adjusted effective tax rate~~quarters, a ~~non-GAAP~~corresponding ~~financial~~asset ~~measure,~~for ~~provides~~the ~~useful~~potential ~~information~~legal toor ~~investors~~insurance ~~and~~recoveries ~~may~~has ~~assist~~not ~~them~~been inrecorded ~~evaluating~~for the ~~Company’s~~resulting ~~underlying~~financial ~~performance~~losses ~~and~~arising ~~identifying~~from ~~operating trends. In addition, management uses~~ this ~~non-GAAP financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods~~matter.

~~The~~In ~~following~~addition, ~~table~~unrelated ~~shows~~to athe ~~reconciliation~~Brazil matter, in the unlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the ~~GAAP~~aggregate ~~effective~~have ~~tax~~a ~~charge~~material toadverse effect on the ~~adjusted~~results ~~effective~~of ~~tax~~operations ~~charge:~~for a particular year or quarter.

	Nine Months EndedSeptember 30,
(in millions)	2024			2023
Income before income taxes	$	143.8		$	129.1
Indemnification asset regarding tax audit		0.1			—
Adjustment for stock compensation		6.4			5.9
Acquisition costs		—			1.8
Adjustment to fair value of contingent consideration		2.1			—
Legacy cost of closed operations		2.6			2.4
Adjusted income before income taxes	$	155.0		$	139.2
Income taxes	$	37.8		$	27.8
Tax on stock compensation		(0.1	)		0.2
Adjustment of income tax provision		(3.8	)		0.7
Tax on acquisition costs		—			0.5
Tax on legacy cost of closed operations		0.6			0.6
Tax on adjustment to fair value of contingent consideration		0.7			—
Adjustments to tax charge of prior periods		4.7			—
Adjusted income taxes	$	39.9		$	29.8
GAAP effective tax rate		26.3	%		21.5	%
Adjusted effective tax rate		25.7	%		21.4	%

Item 1A Risk Factors

25Information regarding risk factors that could have a material impact on our results of operations or financial condition are described under “Risk Factors” in Item 1A of Part I of our 2024 Form 10-K. In management’s view, there have been no material changes in the risk factors facing the Company as disclosed in those SEC filings.

LIQUIDITYItem AND2 FINANCIALUnregistered CONDITIONSales of Equity Securities and Use of Proceeds

~~Working~~There ~~Capital~~have been no unregistered sales of equity securities.

InOn March 10, 2025, the ~~first~~Company ~~nine~~announced ~~months~~a ofrepurchase ~~2024~~program ~~our~~which ~~working~~allows ~~capital~~for ~~increased~~up byto $~~78.3~~50 million, ~~while~~of ~~our~~the ~~adjusted~~Company’s ~~working~~common ~~capital~~stock ~~decreased~~to bybe ~~$12.0~~repurchased ~~million~~in the open market over a three-year period commencing on March 10, 2025. The ~~difference~~previous isrepurchase ~~primarily~~program ~~due~~ended toin ~~the~~February ~~exclusion~~2025. ofThe ~~the~~company ~~increases~~also ~~for~~repurchases ~~cash~~its ~~and~~common ~~cash~~stock ~~equivalents,~~in ~~together~~connection with the ~~changes~~exercising ~~for~~of ~~prepaid~~stock ~~income~~options ~~taxes~~by directors and ~~the~~employees. ~~current~~The ~~portion~~following table provides information about our repurchases of ~~accrued~~equity ~~income~~securities ~~taxes~~in the period.

The Company believes that adjusted working capital, a non-GAAP financial measure (defined by the Company as trade and other accounts receivable, inventories, prepaid expenses, accounts payable and accrued liabilities rather than total current assets less total current liabilities) provides useful information to investors in evaluating the Company’s underlying performance and identifying operating trends. Management uses this non-GAAP financial measure internally to allocate resources and evaluate the performance of the Company’s operations. Items excluded from working capital in the adjusted working capital calculation are listed in the table below and represent factors which do not fluctuate in line with the day to day working capital needs of the business.


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs
February 1, 2025 through February 28, 2025		1,227	$	105.1		—	$	50.0	million
March 1, 2025 through March 31, 2025		46,823	$	99.0		34,100	$	46.7	million
Total		48,050	$	99.1		34,100	$	46.7	million

(in millions)	September 30,2024			December 31,2023
Total current assets	$	965.6		$	885.7
Total current liabilities		(373.1	)		(371.5	)
Working capital		592.5			514.2
Less cash and cash equivalents		(303.8	)		(203.7	)
Less prepaid income taxes		(5.1	)		(2.8	)
Less other current assets		(0.6	)		(0.6	)
Add back current portion of accrued income taxes		15.5			2.6
Add back current portion of plant closure provisions		4.6			4.6
Add back current portion of operating lease liabilities		14.0			13.6
Add back current portion of unrecognized tax benefits		—			1.2
Adjusted working capital	$	317.1		$	329.1

Item 3 Defaults Upon Senior Securities

~~We had a $32~~None.2 million decrease in trade and other accounts receivable driven by positive cash collections and lower sales in our Oilfield segment. Days’ sales outstanding decreased in our Performance Chemicals segment from 64 days to 61 days; increased from 55 days to 57 days in our Fuel Specialties segment; and increased from 55 days to 70 days in our Oilfield Services segment.

WeItem had4 aMine $19.2Safety million increase in inventories, including a $6.8 million increase in allowances, driven primarily by higher levels of raw materials together with higher levels of finished goods in advance of the expected sales increases in the fourth quarter. The Company continues to maintain inventory levels necessary to manage the risk of potential supply chain disruption for certain key raw materials, especially in our Fuel Specialties segment. Days’ sales in inventory in our Performance Chemicals segment increased from 62 days to 64 days; increased from 121 days to 149 days in our Fuel Specialties segment; and increased from 48 days to 64 days in our Oilfield Services segment.Disclosures

~~Prepaid~~Not ~~expenses decreased $9~~applicable.~~5 million, from $18.7 million to $9.2 million, primarily due to the normal expensing of prepaid invoices.~~

WeItem had a $10.5 millionOther decrease in accounts payable and accrued liabilities, which was dependent on the timing of payments for each of our reporting segments and combined with the lower sales in our Oilfield segment. Creditor days (including goods received not invoiced) have increased in our Performance Chemicals segment from 45 days to 48 days; increased from 41 days to 57 days in our Fuel Specialties segment; and increased from 48 days to 55 days in our Oilfield Services segment. The increases for creditor days have been impacted by the timing of sales and cost of sales in the quarter, when using a countback methodology.Information

26(a), (b), and (c) – None.

~~Operating Cash Flows~~25

WeItem generated6 cash from operating activities of $158.8 million in the first nine months of 2024 compared to $134.9 million in the first nine months of 2023. The increase in cash generated from operating activities was related to increased operating income and favorable income tax changes year over year, being partly offset by less favorable working capital cash flows primarily related to the increased inventory levels needed to secure the supply of certain raw materials.Exhibits

Cash


31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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At September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $303.8 million and $203.7 million, respectively, of which $128.2 million and $59.8 million, respectively, were held by non-U.S. subsidiaries principally in the United Kingdom.26

The increase in cash and cash equivalents of $100.1 million for the first nine months of 2024 was driven by our positive trading cash flow, being partly offset by our continued investments in capital projects and the payment of our semi-annual dividend.SIGNATURES

~~Debt~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

We continue to have available a $250.0 million multicurrency revolving credit facility (the “Facility”), which contains an accordion feature whereby we may elect to increase the total available borrowings by an aggregate amount of up to $125.0 million. Effective as of May 20, 2024, the termination date of the Facility was extended from May 30, 2027 to May 31, 2028 in accordance with the terms of our multicurrency revolving facility agreement (the “Facility Agreement”). No other terms of the Facility Agreement or the Facility were modified. We paid a customary extension fee in connection with the extension of the Facility as contemplated by the Facility Agreement.


		INNOSPEC INC.
	Registrant

Date: May 9, 2025	By	/s/ PATRICK S. WILLIAMS
		Patrick S. Williams President and Chief Executive Officer

Date: May 9, 2025	By	/s/ IAN P. CLEMINSON
		Ian P. Cleminson Executive Vice President and Chief Financial Officer

At September 30, 2024, and December 31, 2023, we had no debt outstanding under the revolving credit facility and no obligations were outstanding under finance leases. See Note 8 of the Notes to the Condensed Consolidated Financial Statements for additional information.27

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The Company uses floating rate debt to finance its global operations. The Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. The political and economic risks are mitigated by the stability of the major countries in which the Company’s largest operations are located. Credit limits, ongoing credit evaluation and account monitoring procedures are used to minimize bad debt risk. Collateral is not generally required.

From time to time, the Company uses derivatives, including interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the normal course of business to manage market risks. The derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. In addition, the Company enters into derivative instruments with a diversified group of major financial institutions in order to manage the exposure to non-performance of such instruments. The Company’s objective in managing the exposure to changes in interest rates is to limit the impact of such changes on earnings and cash flows and to lower overall borrowing costs. The Company’s objective in managing the exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with such changes.

The Company’s exposure to market risk has been discussed in the 2023 Form 10-K and there have been no significant changes since that time.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation carried out as of the end of the period covered by this report, under the supervision and with the participation of our management, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) were effective as of September 30, 2024, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal control over financial reporting. This is intended to result in refinements to processes throughout the Company.

As previously disclosed, we are continuing with the development of a new, company-wide, information system platform which began in 2022. The new platform provider is well established in the market. The implementation is a phased, risk-managed, site deployment following a multistage user acceptance program with the existing platform providing a fallback position. We implemented the new platform for a number of our sites across EMEA and ASPAC in the third quarter of 2024. In connection with this implementation, the Company has updated its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures.

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1 Legal Proceedings

Legal matters

As reported in the 2023 Form 10-K, we have incurred financial losses and lodged a civil and criminal legal claim related to a misappropriation of inventory in Brazil. As at the time of filing, there have been no significant developments to report in relation to the claims being made. Consistent with prior quarters, a corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter.

Item 1A Risk Factors

Information regarding risk factors that could have a material impact on our results of operations or financial condition are described under “Risk Factors” in Item 1A of Part I of our 2023 Form 10-K. In management’s view, there have been no material changes in the risk factors facing the Company as disclosed in those SEC filings.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities.

During the quarter ended September 30, 2024, the Company did not purchase any of its common stock as part of its share repurchase program announced on February 15, 2022. The repurchase program allows for up to $50 million of the Company’s common stock to be repurchased in the open market over a three-year period commencing on February 16, 2022.

During the quarter ended September 30, 2024, the company did not repurchase its common stock in connection with the exercising of stock options by directors and employees.

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Not applicable.

Item 5 Other Information

(a), (b), and (c) – None.

Item 6 Exhibits

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		INNOSPEC INC.
	Registrant
Date: November 6, 2024	By	/s/ PATRICK S. WILLIAMS
		Patrick S. Williams President and Chief Executive Officer
Date: November 6, 2024	By	/s/ IAN P. CLEMINSON
		Ian P. CleminsonExecutive Vice President and Chief Financial Officer

For the transition period from to

Commission file number 1-13879

Registrant’s telephone number, including area code: (303) 792 5554

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

INNOSPEC INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSFINANCIAL OF EQUITYSTATEMENTS

ChangesItem in2 AOCLManagement’s forDiscussion theand firstAnalysis nineof monthsFinancial ofCondition 2023,and netResults of taxOperations for the Three Months Ended March 31, were:2025

18Three Months Ended March 31, 2025

CRITICALPerformance ACCOUNTING ESTIMATESChemicals

ThreeFuel Months Ended September 30, 2024Specialties

FuelOther SpecialtiesIncome Statement Captions

OtherLIQUIDITY IncomeAND StatementFINANCIAL CaptionsCONDITION

NineOperating MonthsCash Ended September 30, 2024Flows

Cash

Debt

OperatingItem expenses:4 theControls year over year increase of $1.1 million is due to higher research and development expenditure and higher performance-related remuneration accruals, being partly offset by lower provisions for doubtful debts.Procedures

GrossChanges margin:in theInternal yearControl over yearFinancial decrease of 7.6 percentage points was due to an unfavorable sales mix as customer demand has weakened.Reporting

OtherItem net1 income/(expense):Legal for the first nine months of 2024 and 2023, included the following:Proceedings

Item 1A Risk Factors

LIQUIDITYItem AND2 FINANCIALUnregistered CONDITIONSales of Equity Securities and Use of Proceeds

Item 3 Defaults Upon Senior Securities

Registrant

Patrick S. Williams

President and Chief Executive Officer

/s/ IAN P. CLEMINSON

Ian P. Cleminson

Filing Compare · INNOSPEC INC.