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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 30, 2025


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

Commission File Number: 001-37586

__________________________________________________________________________

INGEVITY CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________________________________________________

Delaware

47-4027764

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4920 O'Hear Avenue Suite 400

North Charleston

South Carolina

29405

(Address of principal executive offices)

(Zip code)

843-740-2300

(Registrant’s telephone number, including area code)


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	NGVT	New York Stock Exchange

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 x No o

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 registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The registrant had 35,964,032 shares of common stock, $0.01 par value, outstanding at November 3, 2025.

Ingevity Corporation

INDEX


		Page No.
PART I - FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		34
Item 3. Quantitative and Qualitative Disclosures About Market Risk		51
Item 4. Controls and Procedures		53
PART II - OTHER INFORMATION		54
Item 1. Legal Proceedings		54
Item 1A. Risk Factors		54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		55
Item 3. Defaults Upon Senior Securities		55
Item 4. Mine Safety Disclosures		55
Item 5. Other Information		55
Item 6. Exhibits		56
SIGNATURES		57

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INGEVITY CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share data	2025		2024		2025		2024
Net sales	$	333.1	$	333.8	$	912.5	$	936.8
Cost of sales	199.2		202.2		538.8		571.9
Gross profit	133.9		131.6		373.7		364.9
Selling, general, and administrative expenses	44.1		37.9		129.6		119.5
Research and technical expenses	7.0		6.2		21.0		18.0
Restructuring and other (income) charges, net	1.0		3.3		10.1		8.3
Goodwill impairment charge	—		—		183.8		306.6
Acquisition-related costs	—		(0.1)		—		—
Other (income) expense, net	1.2		6.5		9.5		7.8
Interest expense, net	18.4		23.8		56.4		69.3
Income (loss) from continuing operations before income taxes	62.2		54.0		(36.7)		(164.6)
Provision (benefit) for income taxes on continuing operations	21.4		6.5		34.8		(23.6)
Net income (loss) from continuing operations	40.8		47.5		(71.5)		(141.0)
Income (loss) from discontinued operations, net of income taxes	2.7		(154.7)		(11.0)		(305.9)
Net income (loss)	$	43.5	$	(107.2)	$	(82.5)	$	(446.9)

Per share data
Basic earnings (loss) per share from continuing operations	$	1.12	$	1.31	$	(1.97)	$	(3.88)
Basic earnings (loss) per share from discontinued operations	0.08		(4.26)		(0.30)		(8.43)
Basic earnings (loss) per share	$	1.20	$	(2.95)	$	(2.27)	$	(12.31)

Diluted earnings (loss) per share from continuing operations	$	1.10	$	1.30	$	(1.97)	$	(3.88)
Diluted earnings (loss) per share from discontinued operations	0.08		(4.24)		(0.30)		(8.43)
Diluted earnings (loss) per share	$	1.18	$	(2.94)	$	(2.27)	$	(12.31)

The accompanying notes are an integral part of these financial statements.

INGEVITY CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Net income (loss)	$	43.5	$	(107.2)	$	(82.5)	$	(446.9)
Other comprehensive income (loss), net of tax:
Foreign currency adjustments:
Foreign currency translation adjustment	(5.8)		34.8		40.9		23.1

Total foreign currency adjustments, net of tax provision (benefit) of zero for all periods	(5.8)		34.8		40.9		23.1
Derivative instruments:
Unrealized gain (loss), net of tax provision (benefit) of $(0.2), $(0.4), $(0.6) and $(0.5)	(0.7)		(1.6)		(2.0)		(1.8)
Reclassifications of deferred derivative instruments (gain) loss, included in net income (loss), net of tax (provision) benefit of $(0.1), $0.1, zero and $0.5	(0.1)		0.7		0.1		1.8
Total derivative instruments, net of tax provision (benefit) of $(0.3), $(0.3), $(0.6) and zero	(0.8)		(0.9)		(1.9)		—
Pension & other postretirement benefits:

Reclassifications of net actuarial and other (gain) loss and amortization of prior service cost, included in net income, net of tax of zero for all periods	—		0.1		—		0.1
Total pension and other postretirement benefits, net of tax of zero for all periods	—		0.1		—		0.1
Other comprehensive income (loss), net of tax provision (benefit) of $(0.3), $(0.3), $(0.6) and zero	(6.6)		34.0		39.0		23.2
Comprehensive income (loss)	$	36.9	$	(73.2)	$	(43.5)	$	(423.7)

The accompanying notes are an integral part of these financial statements.

INGEVITY CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)


In millions, except share and par value data	September 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	83.4	$	68.0
Accounts receivable, net of allowance of $1.3 - 2025 and $0.6 - 2024	168.1		131.7
Inventories, net	193.7		180.8
Prepaid and other current assets	45.8		51.1
Current assets of discontinued operations	31.2		61.6
Current assets	522.2		493.2
Property, plant, and equipment, net	629.7		644.1
Operating lease assets, net	26.6		36.9
Goodwill	4.3		175.2
Other intangibles, net	267.6		278.8
Deferred income taxes	93.2		117.9
Restricted investment, net of allowance of $0.2 - 2025 and $0.2 - 2024	83.7		81.6
Strategic investments	105.2		87.3
Other assets	77.0		79.3
Noncurrent assets of discontinued operations	24.3		28.3
Total Assets	$	1,833.8	$	2,022.6
Liabilities
Accounts payable	$	100.9	$	94.5
Accrued expenses	159.1		58.1
Accrued payroll and employee benefits	28.6		27.3
Current operating lease liabilities	10.1		12.3
Notes payable and current maturities of long-term debt	102.0		61.3
Income taxes payable	6.3		5.6
Current liabilities of discontinued operations	4.6		5.0
Current liabilities	411.6		264.1
Long-term debt including finance lease obligations	1,158.5		1,339.7
Noncurrent operating lease liabilities	20.9		27.0
Deferred income taxes	56.2		56.2
Other liabilities	41.7		130.6
Noncurrent liabilities of discontinued operations	6.8		9.8
Total Liabilities	1,695.7		1,827.4
Commitments and contingencies (Note 13)
Equity
Preferred stock (par value $0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at 2025 and 2024, respectively)	—		—
Common stock (par value $0.01 per share; 300,000,000 shares authorized; 43,831,291 and 43,630,211 issued and 36,047,141 and 36,350,425 outstanding at 2025 and 2024, respectively)	0.4		0.4
Additional paid-in capital	191.2		176.8
Retained earnings	489.5		572.0
Accumulated other comprehensive income (loss)	(2.4)		(41.4)
Treasury stock, common stock, at cost (7,784,150 shares - 2025 and 7,279,786 shares - 2024)	(540.6)		(512.6)


Total Equity	138.1		195.2
Total Liabilities and Equity	$	1,833.8	$	2,022.6

The accompanying notes are an integral part of these financial statements.

INGEVITY CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)


		Nine Months Ended September 30,
In millions		2025 (1)		2024 (1)
Cash provided by (used in) operating activities:
Net income (loss)		$	(82.5)	$	(446.9)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		78.5		83.1
Non cash operating lease costs		11.5		14.7
Deferred income taxes		20.9		(111.0)
Disposal/impairment of assets		1.8		1.0
Restructuring and other (income) charges, net		44.1		162.8
CTO resales		—		50.8
LIFO charge (liquidation)		(8.5)		(1.2)
Share-based compensation		13.8		9.8

(Gain) loss on strategic investment		2.5		11.4
Goodwill impairment charge		183.8		349.1
CTO supply contract termination charges		—		100.0
Other non-cash items		7.5		9.4
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable, net		(33.9)		(7.0)
Inventories, net		24.2		46.6
Prepaid and other current assets		(0.6)		8.9

Accounts payable		5.9		(62.4)
Accrued expenses		1.0		8.1
Accrued payroll and employee benefits		1.0		3.9
Income taxes		1.3		(11.8)

Restructuring and other cash outflow, net		(35.4)		(43.9)
Operating leases		(15.0)		(17.5)

CTO resales cash inflow (outflow), net		6.2		(45.0)
CTO supply contract termination cash outflow		—		(50.0)
Changes in other operating assets and liabilities, net		6.0		1.2
Net cash provided by (used in) operating activities		$	234.1	$	64.1



Cash provided by (used in) investing activities:
Capital expenditures		$	(34.1)	$	(52.7)



Purchase of strategic investments		(21.0)		—


Other investing activities, net		12.7		1.2
Net cash provided by (used in) investing activities		$	(42.4)	$	(51.5)



Cash provided by (used in) financing activities:
Proceeds from revolving credit facility and other borrowings		$	209.5	$	150.5

Payments on revolving credit facility and other borrowings		(350.0)		(119.3)



Finance lease obligations, net		(0.9)		(0.9)

Tax payments related to withholdings on vested equity awards		(2.8)		(2.9)
Proceeds and withholdings from share-based compensation plans, net		0.6		—
Repurchases of common stock under stock repurchase plan		(25.2)		—



Net cash provided by (used in) financing activities		$	(168.8)	$	27.4








Increase (decrease) in cash, cash equivalents, and restricted cash		22.9		40.0
Effect of exchange rate changes on cash		4.9		1.6
Change in cash, cash equivalents, and restricted cash		27.8		41.6


Cash, cash equivalents, and restricted cash at beginning of period		86.6		111.9


Cash, cash equivalents, and restricted cash at end of period(2)		$	114.4	$	153.5
(1)	The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
(2)	Includes restricted cash of $31.0 million and $18.0 million and cash and cash equivalents of $83.4 million and $135.5 million at September 30, 2025 and 2024, respectively. Restricted cash is included within "Prepaid and other current assets" and "Restricted investment" within the condensed consolidated balance sheets.
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest		$	50.7	$	61.0
Cash paid for income taxes, net of refunds		7.1		24.0
Purchases of property, plant, and equipment in accounts payable		1.6		2.2

Leased assets obtained in exchange for new operating lease liabilities		1.0		5.5

The accompanying notes are an integral part of these financial statements.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 1: Background

Description of Business

Ingevity Corporation ("Ingevity," "the company," "we," "us," or "our") provides products and technologies that purify, protect, and enhance the world around us. Through a diverse team of talented and experienced people, we develop, manufacture, and bring to market solutions that are largely renewably sourced and help customers solve complex problems while making the world more sustainable. Our products are used in a variety of demanding applications, including agrochemicals, asphalt paving, bioplastics, coatings, elastomers, paint for road markings, and automotive components. We operate in three reportable segments: Performance Materials, Performance Chemicals, and Advanced Polymer Technologies.

Industrial Specialties Divestiture

On September 3, 2025, Ingevity entered into an Asset Purchase Agreement (the "Purchase Agreement") with Mainstream Pine Products, LLC, a Delaware limited liability company ("Purchaser"), pursuant to which Purchaser will purchase substantially all of the assets and assume and acquire certain of the rights and liabilities of Ingevity or its applicable affiliates that relate to or are used in connection with (a) Ingevity's industrial specialties product line (other than Ingevity's lignin dispersant and alternative fatty acid based products, road technologies product line and other businesses and products more fully described in the Purchase Agreement) and (b) Ingevity's North Charleston, South Carolina crude tall oil refinery (the "CTO Refinery") and Ingevity's and its affiliates' operations thereof (collectively, the "Divestiture"). The Company has determined that the industrial specialties product line and CTO Refinery included within the Divestiture meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above as the Divestiture, are presented as discontinued operations. The Divestiture is expected to close by early 2026.

Unless otherwise indicated, the information in the notes to the Condensed Consolidated Financial Statements refer only to our continuing operations and do not include discussion of balances or activity of the Divestiture. See Note 16 for more information.

Basis of Consolidation and Presentation

These unaudited Condensed Consolidated Financial Statements reflect the consolidated operations of the company and have been prepared in accordance with United States Securities and Exchange Commission ("SEC") interim reporting requirements. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for full financial statements and should be read in conjunction with the Annual Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022, collectively referred to as the "Annual Consolidated Financial Statements," included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report").

In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments necessary to fairly present the financial position, results of operations, and cash flows for the interim periods presented and contain adequate disclosures to make the information presented not misleading. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Certain prior year amounts have been reclassified to conform with the current year's presentation as described below.

Note 2: New Accounting Guidance

The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" or "Codification") is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update ("ASU") to communicate changes to the Codification. We consider the applicability and impact of all ASUs. Recently issued ASUs that are not listed within this Form 10-Q have been assessed and

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

determined to be either not applicable or are not expected to have a material impact on the Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which is intended to enhance income tax disclosures around the rate reconciliation and income taxes paid. The purpose of the amendment is to provide readers of the financial statements with information to better assess the differences between the effective tax rate and the statutory tax rate across multiple jurisdictions, enabling them to understand tax implications around operational opportunities and potential future cash flows. The guidance is effective beginning with our 2025 fiscal year Form 10-K. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which is intended to enhance disclosures regarding significant expenses. The purpose of the amendment is to provide readers of the financial statements with information to better understand an entity's overall performance, assess potential future cash flows, and compare an entity's performance over time and with that of other entities. The guidance is effective beginning with our 2027 fiscal year Form 10-K. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

Note 3: Net Sales

Disaggregation of Net Sales

The following table presents our Net sales disaggregated by reportable segment and product line.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024


Performance Materials segment	$	155.0	$	151.1	$	455.7	$	453.4





Performance Chemicals segment (1)	139.9		133.9		333.1		338.7
Advanced Polymer Technologies segment	38.2		48.8		123.7		144.7
Net sales	$	333.1	$	333.8	$	912.5	$	936.8

_______________

(1) The Performance Chemicals reportable segment primarily represents the previously reported road technologies product line subsequent to the Divestiture being reclassified to discontinued operations. Refer to Note 16 for more information.

The following table presents our Net sales disaggregated by geography, based on the delivery address of our customer.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
North America (1)	$	205.1	$	191.8	$	534.4	$	524.7
Asia Pacific (1)	73.3		82.2		216.6		233.7
Europe, Middle East, and Africa	41.4		42.9		126.8		138.9
South America	13.3		16.9		34.7		39.5
Net sales	$	333.1	$	333.8	$	912.5	$	936.8

_______________

(1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and nine months ended September 30, 2025, are the U.S., which totaled $181.4 million and $469.2 million, respectively, and China, which totaled $39.6 million and $112.5 million, respectively. Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and nine months ended September 30, 2024 are the U.S., which totaled $168.2 million and $465.9 million, respectively, and China, which totaled $47.2 million and $123.2 million, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Contract Balances

The contract assets primarily relate to our rights to consideration for products produced but not billed at the reporting date. The contract assets are recognized as accounts receivables when we have an enforceable right to payment for performance completed to date and the customer has been billed. Contract liabilities represent obligations to transfer goods to a customer for which we have received consideration from our customer. For all periods presented, we had no contract liabilities.

The following table provides information about contract assets from contracts with certain customers.


	Contract Asset
	September 30,
In millions	2025		2024
Beginning balance	$	6.5	$	11.2
Contract asset additions	10.9		10.1
Reclassification to accounts receivable, billed to customers	(10.0)		(13.8)
Ending balance (1)	$	7.4	$	7.5

_______________

(1) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 4: Fair Value Measurements

Recurring Fair Value Measurements

The following information is presented for assets and liabilities that are recorded on the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that were recorded at fair value between the three-level fair value hierarchy during the periods reported.


In millions	Level 1(1)		Level 2(2)		Level 3(3)		Total
September 30, 2025
Assets:

Deferred compensation plan investments (4)	$	3.9	$	—	$	—	$	3.9
Total assets	$	3.9	$	—	$	—	$	3.9
Liabilities:
Deferred compensation arrangement (4)	$	17.2	$	—	$	—	$	17.2


Total liabilities	$	17.2	$	—	$	—	$	17.2

In millions	Level 1(1)		Level 2(2)		Level 3(3)		Total
December 31, 2024
Assets:

Deferred compensation plan investments (4)	$	3.7	$	—	$	—	$	3.7
Total assets	$	3.7	$	—	$	—	$	3.7
Liabilities:
Deferred compensation arrangement (4)	$	15.9	$	—	$	—	$	15.9


Total liabilities	$	15.9	$	—	$	—	$	15.9

_______________

(1) Quoted prices in active markets for identical assets.

(2) Quoted prices for similar assets and liabilities in active markets.

(3) Significant unobservable inputs.

(4) Consists of a deferred compensation arrangement through which we hold various investment securities recognized on our condensed consolidated balance sheets. Both the asset and liability related to investment securities are recorded at fair value and are included within "Other assets" and "Other liabilities" on the condensed consolidated balance sheets, respectively. In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $17.9 million and $16.5 million at September 30, 2025 and December 31, 2024, respectively.

Nonrecurring Fair Value Measurements

There were no nonrecurring fair value measurements on the condensed consolidated balance sheets during the periods ended September 30, 2025, and December 31, 2024.

Strategic Investments

Equity Method Investments

The aggregate carrying value of all strategic equity method investments totaled $15.8 million and $15.4 million at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, we had approximately $4.3 million of unfunded commitments associated with a venture capital fund investment accounted for under the equity method of accounting. We anticipate this will be paid over a period of 10 years, beginning from the fourth quarter of 2022.

For the three and nine months ended September 30, 2024, the company recognized a gain of zero and $0.1 million related to the sale of an equity method investment, respectively. There were no adjustments to the carrying value of equity method investments for impairment for the periods ended September 30, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Measurement Alternative Investments

During the third quarter of 2025, strategic investments accounted for under the measurement alternative method increased $20.0 million. The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $89.4 million and $71.9 million at September 30, 2025 and December 31, 2024, respectively.

During the second quarter of 2025 and the third quarter of 2024, the company identified trigger events indicating that certain investments being accounted for under the measurement alternative may be impaired. For the nine months ended September 30, 2025, the company recognized an impairment of $2.5 million, recorded in "Other (income) expense, net" on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2024, the company recognized an impairment of $2.2 million recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

Restricted Investment

Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site at maturity. The trust, presented as Restricted investment on our condensed consolidated balance sheets, originally purchased long-term bonds that mature through 2026. The principal received at maturity of the bonds, along with interest income that is reinvested in the trust, is expected to be equal to or more than the $80.0 million finance lease obligation that is due in 2027. Because the provisions of the trust provide us the ability, and it is our intent, to hold the investments to maturity, the investments held by the trust are accounted for as held to maturity ("HTM"); therefore, they are held at their amortized cost. The investments held by the trust earn interest at the stated coupon rate of the invested bonds. Interest earned on the investments held by the trust is recognized and presented as interest income on our condensed consolidated statements of operations. As interest from the bonds is received and as bonds mature, any proceeds not reinvested are held in highly liquid securities and treated as restricted cash.

At September 30, 2025 and December 31, 2024, the carrying value of our restricted investment was $83.7 million and $81.6 million, net of an allowance for credit losses of $0.2 million and $0.2 million, and included restricted cash of $30.5 million and $18.2 million, respectively. The fair value at September 30, 2025 and December 31, 2024 was $83.1 million and $80.3 million, respectively, based on Level 1 inputs.

The following table shows the total amortized cost of our HTM debt securities by credit rating, excluding the allowance for credit losses and cash. The primary factor in our expected credit loss calculation is the composite bond rating. As the rating decreases, the risk present in holding the bond is inherently increased, leading to an increase in expected credit losses.


	HTM Debt Securities
In millions	AA+		AA-	A	A-	BBB+	Total
September 30, 2025	$	13.2	10.5	13.1	6.6	10.0	$	53.4
December 31, 2024	$	13.2	10.3	23.3	6.8	10.0	$	63.6

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Debt and Finance Lease Obligations


In millions	September 30, 2025		December 31, 2024



Variable interest rate debt (1)	$	414.7	$	555.2


Fixed rate debt (2)	750.0		750.0
Finance lease obligations (3)	99.2		100.0
Total debt including finance lease obligations	$	1,263.9	$	1,405.2

_______________

(1) For both periods presented, the carrying value of our variable interest rate debt, including the impact of a $200.0 million floating-to-fixed interest rate swap, and excluding debt issuance fees is considered a reasonable estimate of the fair value.

(2) The carrying value of our fixed interest rate debt, for both periods presented, included the impact of a $200.0 million floating-to-fixed interest rate swap. As of September 30, 2025 and December 31, 2024, the fair value of our fixed rate debt was $729.0 million and $703.2 million, respectively, based on Level 2 inputs.

(3) At September 30, 2025 and December 31, 2024, the fair value of our $80.0 million finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site was $81.9 million and $82.2 million, respectively, based on Level 2 inputs. The fair value of all other finance lease obligations approximates their carrying values.

Note 5: Inventories, net


In millions	September 30, 2025		December 31, 2024
Raw materials	$	46.7	$	43.4
Production materials, stores, and supplies	27.0		25.0
Finished and in-process goods	147.4		148.1
Subtotal	$	221.1	$	216.5
Less: LIFO reserve	(27.4)		(35.7)
Inventories, net	$	193.7	$	180.8

Note 6: Property, Plant, and Equipment, net


In millions	September 30, 2025		December 31, 2024
Machinery and equipment	$	1,326.3	$	1,255.4
Buildings and leasehold improvements	233.7		224.1
Land and land improvements	26.4		26.2
Construction in progress	24.2		68.7
Total cost	$	1,610.6	$	1,574.4
Less: accumulated depreciation	(980.9)		(930.3)
Property, plant, and equipment, net	$	629.7	$	644.1

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 7: Goodwill and Other Intangible Assets, net

Goodwill


	Reporting Units
In millions	Performance Materials		Performance Chemicals		Advanced Polymer Technologies		Total



Balance as of December 31, 2024 (1)	$	4.3	$	—	$	170.9	$	175.2
Foreign currency translation	—		—		12.9		12.9
Goodwill impairment charge	—		—		(183.8)		(183.8)



Balance as of September 30, 2025	$	4.3	$	—	$	—	$	4.3

_______________

(1) Includes accumulated impairment losses of $306.6 million related to the Performance Chemicals reportable segment.

Goodwill Impairment Charge - Advanced Polymer Technologies

During the second quarter of 2025, the announcements and subsequent modifications of international tariffs escalated global trade tensions and contributed to increased consumer uncertainty, which negatively impacted parts of our businesses, particularly Advanced Polymer Technologies ("APT"). As a result, we conducted an analysis of the APT reporting unit's goodwill and long-lived assets. This analysis incorporated revised expectations regarding the pace and strength of industrial demand recovery in key markets. In addition, the macroeconomic changes experienced during the quarter contributed to unfavorable movements in key valuation inputs, including an increase in the risk-free rate used in calculating the discount rate.

Our analysis included significant assumptions such as the revenue growth rate, earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin, and discount rate, which are judgmental. Variations in any assumptions could result in materially different calculations of fair value.

Based on the results of the quantitative analysis, we concluded that the carrying value of the APT reporting unit exceeded its fair value. As a result, we recorded a non-cash goodwill impairment charge of $183.8 million, representing all of the goodwill associated with the APT reporting unit. The charge is included within Goodwill impairment charge on the condensed consolidated statements of operations for the nine months ended September 30, 2025. Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.

Goodwill Impairment Charge - Performance Chemicals

During the second quarter of 2024, our contracted long-term supplier of Crude Tall Oil ("CTO") provided new information regarding the cost of CTO for the second half of 2024, which significantly exceeded our forecasted costs, resulting in a triggering event for our Performance Chemicals reporting unit. We performed an analysis of the reporting unit's goodwill, intangibles, and long-lived assets. Our analysis included significant assumptions such as: revenue growth rate, EBITDA margin, and discount rate, which are judgmental. Variations in any assumptions could result in materially different calculations of fair value.

Our analysis reassessed the expected cash flows in light of current performance and expected lack of near term recovery in our industrial specialties product line, resulting in lower volume and profitability expectations. As a result, we concluded that the carrying value of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $306.6 million, which represented all of the goodwill within the Performance Chemicals' reportable segment. The charge was included within Goodwill impairment charge on the condensed consolidated statements of operations for the nine months ended September 30, 2024. Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Other Intangible Assets


In millions	Customer contracts and relationships		Brands (1)		Developed Technology		Total
Gross Asset Value
December 31, 2024	$	264.9	$	91.4	$	88.7	$	445.0
Retirements	—		—		(1.8)		(1.8)
Foreign currency translation	11.4		4.9		4.6		20.9
September 30, 2025	$	276.3	$	96.3	$	91.5	$	464.1
Accumulated Amortization
December 31, 2024	$	(88.4)	$	(35.4)	$	(42.4)	$	(166.2)
Amortization	(11.6)		(4.2)		(7.2)		(23.0)
Retirements	—		—		0.9		0.9
Foreign currency translation	(4.0)		(1.7)		(2.5)		(8.2)
September 30, 2025	$	(104.0)	$	(41.3)	$	(51.2)	$	(196.5)
Other intangibles, net	$	172.3	$	55.0	$	40.3	$	267.6

_______________

(1) Represents trademarks, trade names, and know-how.

Intangible assets subject to amortization were attributed to our business segments as follows:


In millions	September 30, 2025		December 31, 2024
Performance Materials	$	1.0	$	1.2
Performance Chemicals	94.3		102.5
Advanced Polymer Technologies	172.3		175.1

Other intangibles, net	$	267.6	$	278.8

The amortization expense related to our intangible assets in the table above is shown in the table below.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Selling, general, and administrative expenses	$	7.8	$	7.7	$	23.0	$	22.7

Total amortization expense	$	7.8	$	7.7	$	23.0	$	22.7

Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: $7.4 million for the remainder of 2025, 2026 - $29.7 million, 2027 - $29.7 million, 2028 - $29.7 million, and 2029 - $29.7 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates.

Note 8: Financial Instruments and Risk Management

Cash Flow Hedges

Foreign Currency Exchange Risk Management

As of September 30, 2025, there were $1.8 million open foreign currency derivative contracts. The fair value of the designated foreign currency hedge contracts was a net asset (liability) of $(0.1) million and $0.1 million at September 30, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Commodity Price Risk Management

As of September 30, 2025, we had 1.5 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges. As of September 30, 2025, open natural gas derivative contracts hedge a portion of forecasted transactions until September 2026. The fair value of the open natural gas derivative contracts was a net asset (liability) of $(0.8) million and $0.3 million as of September 30, 2025 and December 31, 2024, respectively.

Interest Rate Risk Management

During the third quarter of 2024, we entered into a floating-to-fixed interest rate swap to convert a notional amount of $200.0 million of the variable, Secured Overnight Financing Rate ("SOFR") based interest component of our debt to a fixed rate. In accordance with the terms of this instrument, we receive floating rate interest payments based upon one-month U.S. dollar SOFR, which was 4.13 percent as of September 30, 2025, and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026. The fair value of the interest rate swap was an asset (liability) of $(0.3) million and $0.6 million at September 30, 2025 and December 31, 2024, respectively.

Effect of Cash Flow Hedge Accounting on AOCI


In millions	Amount of Gain (Loss) Recognized in AOCI				Amount of Gain (Loss) Reclassified from AOCI into Net income (loss)				Location of Gain (Loss) Reclassified from AOCI in Net income (loss)
	Three Months Ended September 30,
	2025		2024		2025		2024
Cash flow hedging derivatives
Currency exchange contracts	$	0.1	$	—	$	(0.1)	$	—	Net sales
Natural gas contracts	(0.8)		(0.3)		0.3		(0.8)		Cost of sales
Interest rate swap contracts	(0.2)		(1.7)		—		—		Interest expense, net
Total	$	(0.9)	$	(2.0)	$	0.2	$	(0.8)








In millions	Amount of Gain (Loss) Recognized in AOCI				Amount of Gain (Loss) Reclassified from AOCI into Net income (loss)				Location of Gain (Loss) Reclassified from AOCI in Net income (loss)
	Nine Months Ended September 30,
	2025		2024		2025		2024
Cash flow hedging derivatives
Currency exchange contracts	$	(0.4)	$	0.1	$	(0.3)	$	—	Net sales
Natural gas contracts	(1.2)		(0.7)		0.2		(2.3)		Cost of sales
Interest rate swap contracts	(1.0)		(1.7)		—		—		Interest expense, net
Total	$	(2.6)	$	(2.3)	$	(0.1)	$	(2.3)

Within the next twelve months, we expect to reclassify $1.3 million of net gains from AOCI to income, before taxes.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Fair Value Measurements

The following information is presented for derivative assets and liabilities that are recorded in the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the periods reported. There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of September 30, 2025, or December 31, 2024.


	September 30, 2025
In millions	Level 1(1)		Level 2(2)		Level 3(3)		Total
Assets:

Currency exchange contracts (4)	$	—	$	0.4	$	—	$	0.4


Total assets	$	—	$	0.4	$	—	$	0.4
Liabilities:
Natural gas contracts (6)	$	—	$	0.8	$	—	$	0.8
Currency exchange contracts (6)	—		0.5		—		0.5


Interest rate swap contracts (7)	—		0.3		—		0.3
Total liabilities	$	—	$	1.6	$	—	$	1.6


	December 31, 2024
In millions	Level 1(1)		Level 2(2)		Level 3(3)		Total
Assets:
Natural gas contracts (4)	$	—	$	0.4	$	—	$	0.4
Currency exchange contracts (4)	—		0.2		—		0.2
Interest rate swap contracts (5)	—		0.6		—		0.6
Total assets	$	—	$	1.2	$	—	$	1.2
Liabilities:
Natural gas contracts (6)	$	—	$	0.1	$	—	$	0.1
Currency exchange contracts (6)	—		0.1		—		0.1


Total liabilities	$	—	$	0.2	$	—	$	0.2

_______________

(1) Quoted prices in active markets for identical assets.

(2) Quoted prices for similar assets and liabilities in active markets.

(3) Significant unobservable inputs.

(4) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets.

(5) Included within "Other assets" on the condensed consolidated balance sheets.

(6) Included within "Accrued expenses" on the condensed consolidated balance sheets.

(7) Included within "Other liabilities" on the condensed consolidated balance sheets.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 9: Debt, including Finance Lease Obligations

Current and long-term debt including finance lease obligations consisted of the following:



In millions, except percentages	September 30, 2025		December 31, 2024

Revolving Credit Facility and other lines of credit (1)(2)	$	514.0	$	695.0




3.88% Senior Notes due 2028	550.0		550.0

Finance lease obligations (3)	99.2		100.0
Accounts receivable securitization (4)	98.7		58.3
Other notes payable	2.0		1.9
Total debt including finance lease obligations	$	1,263.9	$	1,405.2
Less: debt issuance costs	3.4		4.2
Total debt including finance lease obligations, net of debt issuance costs	$	1,260.5	$	1,401.0
Less: debt maturing within one year (5)	102.0		61.3
Long-term debt including finance lease obligations	$	1,158.5	$	1,339.7

_______________

(1) Letters of credit outstanding under the revolving credit facility were $9.0 million and $2.6 million and available funds under the facility were $477.0 million and $302.4 million at September 30, 2025 and December 31, 2024, respectively.

(2) The effective interest rate associated with our revolving credit facility, exclusive of any floating-to-fixed interest rate instrument, was 6.68 percent and 7.48 percent for the period ended September 30, 2025 and December 31, 2024, respectively.

(3) As of September 30, 2025 and December 31, 2024, $80.0 million of the finance lease obligations upon maturity will be settled utilizing liquid assets that have been placed into a trust established strictly for this purpose. The trust is presented as Restricted investments on the condensed consolidated balance sheets in the amount of $83.7 million and $81.6 million as of September 30, 2025 and December 31, 2024, respectively. Refer to Note 4, under the section: Restricted Investment, for more information.

(4) The effective interest rate associated with our accounts receivable securitization program was 5.20 percent and 6.65 percent for the period ended September 30, 2025 and December 31, 2024, respectively.

(5) Debt maturing within one year is included in "Notes payable and current maturities of long-term debt" on the condensed consolidated balance sheets.

Debt Covenants

Our indenture contains certain customary covenants (including covenants limiting Ingevity's and its restricted subsidiaries' ability to grant or permit liens on certain property securing debt, declare or pay dividends, make distributions on or repurchase or redeem capital stock, make investments in unrestricted subsidiaries, engage in sale and lease-back transactions, and engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of the assets of Ingevity and our restricted subsidiaries, taken as a whole) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The occurrence of an event of default under the 2028 Senior Notes could result in the acceleration of the notes of such series and could cause a cross-default resulting in the acceleration of other indebtedness of Ingevity and its subsidiaries. We were in compliance with all covenants under the indenture as of September 30, 2025.

The credit agreement governing our revolving credit facility contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-compliance with covenants and cross-defaults to other material indebtedness. The occurrence of an uncured event of default under the credit agreement could result in all loans and other obligations becoming immediately due and payable and our revolving credit facility being terminated. The credit agreement also contains certain customary covenants, including financial covenants. The revolving credit facility financial covenants require Ingevity to maintain on a consolidated basis a maximum total net leverage ratio of 4.0 to 1.0 (which may be increased to 4.5 to 1.0 under certain circumstances) and a minimum interest coverage ratio of 3.0 to 1.0. As calculated per the credit agreement, our net leverage for the four consecutive quarters ended September 30, 2025 was 2.7, and our actual interest coverage for the four consecutive quarters ended September 30, 2025 was 5.5. We were in compliance with all covenants under the credit agreement at September 30, 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 10: Equity



	Common Stock
In millions, shares in thousands	Shares	Amount		Additional paid in capital		Retained earnings		Accumulated other comprehensive income (loss)		Treasury stock		Total Equity
Balance at December 31, 2024	43,630	$	0.4	$	176.8	$	572.0	$	(41.4)	$	(512.6)	$	195.2
Net income (loss)	—	—		—		20.5		—		—		20.5
Other comprehensive income (loss)	—	—		—		—		17.4		—		17.4
Common stock issued	155	—		—		—		—		—		—

Tax payments related to vested restricted stock units	—	—		—		—		—		(2.6)		(2.6)


Share-based compensation plans	—	—		4.1		—		—		—		4.1

Balance at March 31, 2025	43,785	$	0.4	$	180.9	$	592.5	$	(24.0)	$	(515.2)	$	234.6
Net income (loss)	—	—		—		(146.5)		—		—		(146.5)
Other comprehensive income (loss)	—	—		—		—		28.2		—		28.2
Common stock issued	15	—		—		—		—		—		—




Share-based compensation plans	—	—		4.4		—		—		—		4.4
Balance at June 30, 2025	43,800	$	0.4	$	185.3	$	446.0	$	4.2	$	(515.2)	$	120.7
Net income (loss)	—	—		—		43.5		—		—		43.5
Other comprehensive income (loss)	—	—		—		—		(6.6)		—		(6.6)
Common stock issued	9	—		—		—		—		—		—
Exercise of stock options, net	22	—		0.6		—		—		—		0.6
Tax payments related to vested restricted stock units	—	—		—		—		—		(0.2)		(0.2)
Share repurchase program	—	—		—		—		—		(25.2)		(25.2)

Share-based compensation plans	—	—		5.3		—		—		—		5.3
Balance at September 30, 2025	43,831	$	0.4	$	191.2	$	489.5	$	(2.4)	$	(540.6)	$	138.1

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)



	Common Stock
In millions, shares in thousands	Shares	Amount		Additional paid in capital		Retained earnings		Accumulated other comprehensive income (loss)		Treasury stock		Total Equity
Balance at December 31, 2023	43,447	$	0.4	$	164.9	$	1,002.3	$	(26.7)	$	(509.5)	$	631.4
Net income (loss)	—	—		—		(56.0)		—		—		(56.0)
Other comprehensive income (loss)	—	—		—		—		(8.9)		—		(8.9)
Common stock issued	138	—		—		—		—		—		—

Tax payments related to vested restricted stock units	—	—		—		—		—		(2.6)		(2.6)


Share-based compensation plans	—	—		4.3		—		—		—		4.3

Balance at March 31, 2024	43,585	$	0.4	$	169.2	$	946.3	$	(35.6)	$	(512.1)	$	568.2
Net income (loss)	—	—		—		(283.7)		—		—		(283.7)
Other comprehensive income (loss)	—	—		—		—		(1.9)		—		(1.9)
Common stock issued	20	—		—		—		—		—		—

Tax payments related to vested restricted stock units	—	—		—		—		—		(0.2)		(0.2)


Share-based compensation plans	—	—		2.4		—		—		—		2.4
Balance at June 30, 2024	43,605	$	0.4	$	171.6	$	662.6	$	(37.5)	$	(512.3)	$	284.8
Net income (loss)	—	—		—		(107.2)		—		—		(107.2)
Other comprehensive income (loss)	—	—		—		—		34.0		—		34.0
Common stock issued	17	—		—		—		—		—		—

Tax payments related to vested restricted stock units	—	—		—		—		—		(0.2)		(0.2)


Share-based compensation plans	—	—		3.1		—		—		—		3.1
Balance at September 30, 2024	43,622	$	0.4	$	174.7	$	555.4	$	(3.5)	$	(512.5)	$	214.5

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)


Accumulated other comprehensive income (loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Foreign currency translation
Beginning balance	$	2.3	$	(37.3)	$	(44.4)	$	(25.6)


Net gains (losses) on foreign currency translation	(5.8)		34.8		40.9		23.1



Other comprehensive income (loss), net of tax	(5.8)		34.8		40.9		23.1
Ending balance	$	(3.5)	$	(2.5)	$	(3.5)	$	(2.5)

Derivative instruments
Beginning balance	$	(0.6)	$	(0.7)	$	0.5	$	(1.6)
Gains (losses) on derivative instruments	(0.9)		(2.0)		(2.6)		(2.3)
Less: tax provision (benefit)	(0.2)		(0.4)		(0.6)		(0.5)
Net gains (losses) on derivative instruments	(0.7)		(1.6)		(2.0)		(1.8)
(Gains) losses reclassified to net income	(0.2)		0.8		0.1		2.3
Less: tax (provision) benefit	(0.1)		0.1		—		0.5
Net (gains) losses reclassified to net income	(0.1)		0.7		0.1		1.8
Other comprehensive income (loss), net of tax	(0.8)		(0.9)		(1.9)		—
Ending balance	$	(1.4)	$	(1.6)	$	(1.4)	$	(1.6)

Pension and other postretirement benefits
Beginning balance	$	2.5	$	0.5	$	2.5	$	0.5



Amortization of actuarial and other (gains) losses, prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income	—		0.1		—		0.1
Less: tax (provision) benefit	—		—		—		—
Net actuarial and other (gains) losses, amortization of prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income	—		0.1		—		0.1
Other comprehensive income (loss), net of tax	—		0.1		—		0.1
Ending balance	$	2.5	$	0.6	$	2.5	$	0.6

Total AOCI ending balance at September 30	$	(2.4)	$	(3.5)	$	(2.4)	$	(3.5)

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)


Reclassifications of accumulated other comprehensive income (loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Derivative instruments
Currency exchange contracts (1)	$	(0.1)	$	—	$	(0.3)	$	—
Natural gas contracts (2)	0.3		(0.8)		0.2		(2.3)

Total before tax	0.2		(0.8)		(0.1)		(2.3)
(Provision) benefit for income taxes	(0.1)		0.1		—		0.5
Amount included in net income (loss)	$	0.1	$	(0.7)	$	(0.1)	$	(1.8)

Pension and other post retirement benefits
Amortization of prior service costs (2)	$	—	$	(0.1)	$	—	$	(0.1)


Total before tax	—		(0.1)		—		(0.1)
(Provision) benefit for income taxes	—		—		—		—
Amount included in net income (loss)	$	—	$	(0.1)	$	—	$	(0.1)

_______________

(1) Included within "Net sales" on the condensed consolidated statements of operations.

(2) Included within "Cost of sales" on the condensed consolidated statements of operations.

Share Repurchases

On July 25, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization. Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

During the three and nine months ended September 30, 2025, we repurchased $25.2 million, inclusive of $0.2 million in excise tax, in common stock, representing 445,724 shares of our common stock at a weighted average cost per share of $56.09. At September 30, 2025, $328.4 million remained unused under the 2022 Authorization.

During the three and nine months ended September 30, 2024, we repurchased no common stock.

Note 11: Restructuring and Other (Income) Charges, net

Detail on the restructuring charges and other (income) charges, net, is provided below.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024



Restructuring charges	$	1.0	$	2.0	$	10.1	$	3.4



Other (income) charges, net	—		1.3		—		4.9

Total Restructuring and other (income) charges, net	$	1.0	$	3.3	$	10.1	$	8.3

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Restructuring Charges


In millions	Severance and other employee-related costs		Other charges (income) (1)		Asset disposal charges		Total
Performance Chemicals repositioning	$	—	$	0.7	$	—	$	0.7
Other (2)	0.1		0.2		—		0.3
Three Months Ended September 30, 2025	$	0.1	$	0.9	$	—	$	1.0
Performance Chemicals repositioning	$	1.3	$	0.7	$	—	$	2.0

Three Months Ended September 30, 2024	$	1.3	$	0.7	$	—	$	2.0

In millions	Severance and other employee-related costs		Other charges (income) (1)		Asset disposal charges		Total
Performance Chemicals repositioning	$	—	$	2.1	$	—	$	2.1
Other (2)	2.6		1.0		4.4		8.0
Nine Months Ended September 30, 2025	$	2.6	$	3.1	$	4.4	$	10.1
Performance Chemicals repositioning	$	1.5	$	1.9	$	—	$	3.4

Nine Months Ended September 30, 2024	$	1.5	$	1.9	$	—	$	3.4
_______________

(1) Primarily represents costs associated with plant and equipment decommissioning charges and other miscellaneous exit costs.

(2) During 2024 and 2025, we took further steps to streamline our cost structure and improve profitability, resulting in additional restructuring charges for the three and nine months ended September 30, 2025 of $0.3 million and $8.0 million, respectively.

Performance Chemicals Repositioning

We previously announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the company as a whole. These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies. The repositioning focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales.

On September 3, 2025, Ingevity entered into an Asset Purchase Agreement with Mainstream Pine Products, LLC, a Delaware limited liability company ("Purchaser"), pursuant to which Purchaser will purchase substantially all of the assets and assume and acquire certain of the rights and liabilities of Ingevity or its applicable affiliates that relate to or are used in connection with (a) Ingevity's industrial specialties product line (other than Ingevity's lignin dispersant and alternative fatty acid based products, road technologies product line and other businesses and products more fully described in the Purchase Agreement) and (b) Ingevity's North Charleston, South Carolina crude tall oil refinery and Ingevity's and its affiliates' operations thereof. See Note 16 for more information.

Expected Charges

Inclusive of continuing and discontinued operations, as part of the repositioning we expected to incur aggregate charges of approximately $365 million, excluding CTO resale activity, associated with the Performance Chemicals repositioning, consisting of approximately $255 million in asset-related charges, approximately $25 million in severance and other employee-related costs, and approximately $85 million in other restructuring costs, including decommissioning, dismantling and removal charges, and contract termination costs.

Through September 30, 2025, we have incurred $344.7 million associated with these actions, including $248.0 million of non-cash asset-related charges, and $96.7 million of charges to be settled in cash. As of September 30, 2025, $83.1 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred. In total, we expect approximately $110 million of cash charges, including approximately $5 million during the remainder of 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

The charges we currently expect to incur in connection with these actions are subject to a number of assumptions and risks, and actual results may differ materially. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or in connection with, these actions.

Other (income) charges, net

North Charleston plant transition

Our North Charleston, South Carolina Performance Chemicals manufacturing plant has historically been co-located with a WestRock Company ("WestRock") paper mill. In May 2023, WestRock announced that it would permanently cease operating its North Charleston paper mill by August 31, 2023 and notified us that it was terminating the shared services in accordance with our operating agreement. WestRock ceased production at their North Charleston paper mill in June 2023. During 2023, we executed a transition plan, which was completed in 2024, to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment. During the three and nine months ended September 30, 2024, we incurred charges of $1.3 million and $4.9 million related to the transition plan, respectively.

Restructuring and Other (Income) Charges, net Reserves

The following table, inclusive of continuing and discontinued operations shows a roll forward of restructuring reserves that will result in cash spending, the majority of which relate to the Performance Chemicals repositioning.


	Balance at		Change in	Cash		Balance at
In millions	12/31/2024 (1)		Reserve (2)	Payments	Other (3)	9/30/2025 (1)

Severance and other employee-related costs	$	4.2	2.6	(5.0)	—	$	1.8
Other charges (income)	0.9		33.9	(30.4)	—	4.4
Restructuring	5.1		36.5	(35.4)	—	6.2
Other (income) charges, net	—		—	—	—	—
Restructuring and Other (income) charges, net reserves	$	5.1	36.5	(35.4)	—	$	6.2

_______________

(1) Included in "Accrued expenses" on the condensed consolidated balance sheets.

(2) Includes severance and other employee-related costs, exited leases, CTO supply contract terminations and other miscellaneous exit costs. Any asset write-downs including accelerated depreciation and impairment charges are not included in the above table.

(3) Primarily foreign currency translation adjustments.

Note 12: Income Taxes

The effective tax rates, including discrete items, were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Effective tax rate (1)	34.4	%	12.0	%	(94.8)	%	14.3	%

_______________

(1) The increase in the three months ended September 30, 2025, was due to a material discrete benefit booked in Q3 2024, in addition to the significant decrease in the foreign-derived intangible income deduction as a result of U.S. tax reform enacted in Q3 2025. The decrease in the effective rate in the nine months ended September 30, 2025, was primarily due to the goodwill impairment charge within our Advanced Polymers Technologies reportable segment, resulting in an overall book loss with a net tax liability.

We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology ("EAETR"). The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision.

The determination of the EAETR is based upon a number of estimates, including the estimated annual pre-tax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. The tax effects of discrete items are recognized in the tax provision in the period they occur. Depending on various factors, such as the item's significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter may materially impact the reported effective tax rate. As a

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

global enterprise, our tax expense may be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there may be significant volatility in interim tax provisions.

The below table provides a reconciliation between our reported effective tax rates and the EAETR of our continuing operations.


	Three Months Ended September 30,
	2025						2024
In millions, except percentages	Before tax		Tax		Effective tax rate % impact		Before tax		Tax		Effective tax rate % impact
Continuing operations	$	62.2	$	21.4	34.4	%	$	54.0	$	6.5	12.0	%
Discrete items:
Restructuring and other (income) charges, net (1)	1.0		0.3				2.0		0.5
(Gain) loss on strategic investments (2)	—		—				2.2		0.5


Other tax only discrete items	—		(1.7)				—		7.0
Total discrete items	1.0		(1.4)				4.2		8.0
Continuing operations, before discrete items	$	63.2	$	20.0			$	58.2	$	14.5
EAETR (5)					31.6	%					24.9	%

	Nine Months Ended September 30,
	2025						2024
In millions, except percentages	Before tax		Tax		Effective tax rate % impact		Before tax		Tax		Effective tax rate % impact
Continuing operations	$	(36.7)	$	34.8	(94.8)	%	$	(164.6)	$	(23.6)	14.3	%
Discrete items:
Restructuring and other (income) charges, net (1)	10.1		2.5				3.4		0.8
(Gain) loss on strategic investments (2)	2.5		0.6				2.1		0.5
Goodwill impairment (3)	183.8		5.1				306.6		50.1
Proxy contest charges (4)	8.2		1.9				—		—
Other tax only discrete items	—		(2.2)				—		5.7
Total discrete items	204.6		7.9				312.1		57.1
Continuing operations, before discrete items	$	167.9	$	42.7			$	147.5	$	33.5
EAETR (5)					25.4	%					22.7	%

_______________

(1) See Note 11 for further information.

(2) See Note 4 for further information.

(3) See Note 7 for further information.

(4) See Note 14 for further information.

(5) Increase in EAETR for the three and nine months ended September 30, 2025, as compared to September 30, 2024, primarily reflects a shift in the projected mix of earnings across jurisdictions with varying tax rates, most notably in the U.S. Additionally, the foreign-derived intangible income deduction decreased significantly in 2025 compared to 2024 as a result of the One Big Beautiful Bill Act (OBBB) signed into law on July 4, 2025, which allowed immediate deductibility of previously amortizable expenses.

At September 30, 2025 and December 31, 2024, we had deferred tax assets of $12.1 million and $11.0 million, respectively, resulting from certain historical net operating losses from our Brazil and U.S. state tax credits for which a valuation allowance has been established. The ultimate realization of these deferred tax assets depends on the generation of future taxable income during the periods in which these net operating losses and tax credits are available to be used. In evaluating the realizability of these deferred tax assets, we consider projected future taxable income and tax planning strategies in making our assessment. As of September 30, 2025, we cannot objectively assert that these deferred tax assets are more likely than not to be realized and therefore we have maintained a valuation allowance. We intend to continue maintaining a valuation

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. A release of all or a portion of the valuation allowance could be possible if we determine that sufficient positive evidence becomes available to allow us to reach a conclusion that the valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a reduction to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.

On July 4, 2025, the President signed into law the One Big Beautiful Bill ("OBBB") Act, a comprehensive tax reform package that significantly modifies U.S. federal tax policy. Based on the analysis performed by the Company, the OBBB will have an impact on cash taxes as a result of the ability to accelerate deductions. Additionally, as noted above, the increased one-time deductibility of the previously amortizable expenses in 2025 is driving our benefit from the foreign-derived intangible income deduction down significantly, which is negatively impacting the effective tax rate.

During the third quarter of 2025, we determined that the earnings of our China subsidiaries are no longer permanently reinvested due to global trade volatility. As a result of this change, we recorded deferred tax expense of $1.7 million relating to China withholding taxes. With the exception of China, the Company does not currently expect to repatriate cash earnings from our foreign operations to fund U.S. operations.

Pillar Two, released by the Organisation for Economic Cooperation and Development (OECD), went into effect on January 1, 2024. Pillar Two's intent is to create a 15% global minimum tax for all jurisdictions in which multinational enterprises operate. To date, fourteen of our reporting jurisdictions have enacted final legislation adopting Pillar Two. While we do not anticipate that this legislation will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate. No tax impacts of Pillar Two were recorded for the quarter ended September 30, 2025.

Note 13: Commitments and Contingencies

Legal Proceedings

On July 19, 2018, we filed suit against BASF Corporation ("BASF") in the United States District Court for the District of Delaware (the "Delaware Proceeding") alleging BASF infringed Ingevity's patent covering canister systems used in the control of automotive gasoline vapor emissions (U.S. Patent No. RE38,844) (the "844 Patent"). On February 14, 2019, BASF asserted counterclaims against us in the Delaware Proceeding, alleging two claims for violations of U.S. antitrust law (one for exclusive dealing and the other for tying) as well as a claim for tortious interference with an alleged prospective business relationship between BASF and a BASF customer (the "BASF Counterclaims"). The BASF Counterclaims relate to our enforcement of the 844 Patent and our entry into several supply agreements with customers of our fuel vapor canister honeycombs. The U.S. District Court dismissed our patent infringement claims on November 18, 2020, and the case proceeded to trial on the BASF Counterclaims in September 2021.

On September 15, 2021, a jury in the Delaware Proceeding issued a verdict in favor of BASF on the BASF Counterclaims and awarded BASF damages of approximately $28.3 million, which trebled under U.S. antitrust law to approximately $85.0 million. On May 18, 2023, the court in the Delaware Proceeding entered judgment on the jury's verdict, which commenced the post-trial briefing stage. On February 13, 2024, the court in the Delaware Proceeding denied BASF's motion for pre-judgment interest on its tortious interference claim as well as our motion seeking judgment as a matter of law, or a new trial in the alternative. In addition, BASF has indicated it will seek attorneys' fees and costs in amounts that they will allege and have to demonstrate at a future date. Unless the judgment is set aside, BASF will be entitled to post-judgment interest pursuant to the rate provided under federal law.

We disagree with the verdict, including the court's application of the law and entry of judgment. Therefore, on March 13, 2024, we appealed the verdict as well as the U.S. District Court's November 2020 dismissal of our patent infringement claims against BASF. Oral arguments on the appeals are scheduled for December 5, 2025 and final resolution could take up to 6 months. Ingevity believes in the strength of its intellectual property and the merits of its position and intends to pursue all legal relief available to challenge these outcomes in the Delaware Proceeding.

As of September 30, 2025, nothing has occurred in the post-trial proceedings to warrant any change to our conclusions as disclosed within our Annual Report on Form 10-K for the year ended December 31, 2024. The full amount of the trebled

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

jury's verdict, $85.0 million, is accrued in "Accrued expenses" on the condensed consolidated balance sheets as of September 30, 2025 and the charge was included within "Other (income) expense, net" on the consolidated statements of operations for the year ended December 31, 2021. In addition, as a result of the judgment being entered on May 18, 2023, we have started accruing for post-judgment interest at the legally mandated interest rate. We expect that final resolution of these appeals will be complete within twelve months of the balance sheet date and, as a result, have reclassified the full amount of the verdict and post-judgment interest accrued to "Current liabilities." As of September 30, 2025 and December 31, 2024, the total amount accrued, inclusive of post-judgement interest, was $94.4 million and $91.4 million, respectively. The amount of any liability we may ultimately incur could be more or less than the amount accrued.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

Note 14: Segment Information

Ingevity's reportable segments are (i) Performance Materials ("PM"), (ii) Performance Chemicals ("PC"), and (iii) Advanced Polymer Technologies ("APT"). Our reportable segments were determined based upon the nature of the products produced, the nature of the production process, the type of customer for the products, the similarity of economic characteristics, and the manner in which management reviews results. Segment EBITDA is the primary measure used by the chief operating decision maker ("CODM"), the CEO and President of Ingevity, to evaluate the performance of and allocate resources among our reportable segments. The CODM utilizes Segment EBITDA for each reportable segment in the annual budgeting and forecasting process. Segment EBITDA enables the CODM to compare each business and make informed and consistent resource allocation decisions.

The historical industrial specialties product line that is classified as discontinued operations includes only direct operating expenses which the Company will no longer incur upon the close of the Divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the industrial specialties product line, do not meet the criteria for discontinued operations and remain reported within continuing operations in Indirect costs allocated to Divestiture.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024






Segment EBITDA (1)(2)
Performance Materials	$	79.9	$	80.6	$	236.1	$	240.8
Performance Chemicals	24.8		24.3		55.1		45.3
Advanced Polymer Technologies	9.9		9.8		23.3		29.1

Total Segment EBITDA (1)(2)	$	114.6	$	114.7	$	314.5	$	315.2
Interest expense, net	(18.4)		(23.8)		(56.4)		(69.3)
(Provision) benefit for income taxes on continuing operations	(21.4)		(6.5)		(34.8)		23.6
Depreciation and amortization	(27.7)		(25.2)		(77.4)		(75.0)
Restructuring and other income (charges), net (3)	(1.0)		(3.3)		(10.1)		(8.3)
Goodwill impairment charge (4)	—		—		(183.8)		(306.6)
Acquisition and other-related income (costs), net (5)	—		0.1		—		—



Gain (loss) on strategic investments (6)	—		(2.2)		(2.5)		(2.1)
Proxy contest charges (7)	—		—		(8.2)		—
Portfolio review expenses (8)	(1.1)		—		(1.1)		—
Indirect costs allocated to Divestiture (9)	(4.2)		(6.3)		(11.7)		(18.5)
Net income (loss) from continuing operations	$	40.8	$	47.5	$	(71.5)	$	(141.0)

_______________

(1) Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, pension and postretirement settlement and curtailment income (charges), net, and indirect costs allocated to Divestiture.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

(2) Segment expenses included within the primary measure used by our CODM are included within the below table.


	Three Months Ended September 30,
	2025						2024
In millions, except per share data	PM		PC		APT			PM		PC		APT
Net sales (i)	$	155.0	$	139.9	$	38.2		$	151.1	$	133.9	$	48.8
Less:
Cost of sales (ii)	58.9		99.5		22.1			56.4		95.7		32.2
Selling, general, and administrative expenses (ii) (iii)	16.3		15.4		6.4			14.1		11.6		5.4
Other (income) expense, net (ii) (iv)	(0.1)		0.2		(0.2)			—		2.3		1.4
Segment EBITDA	$	79.9	$	24.8	$	9.9		$	80.6	$	24.3	$	9.8

	Nine Months Ended September 30,
	2025						2024
In millions, except per share data	PM		PC		APT			PM		PC		APT
Net sales (i)	$	455.7	$	333.1	$	123.7		$	453.4	$	338.7	$	144.7
Less:
Cost of sales (ii)	172.1		233.7		81.4			169.9		251.3		97.0
Selling, general, and administrative expenses (ii) (iii)	49.0		44.9		19.1			42.5		39.2		16.8
Other (income) expense, net (ii) (iv)	(1.5)		(0.6)		(0.1)			0.2		2.9		1.8
Segment EBITDA	$	236.1	$	55.1	$	23.3		$	240.8	$	45.3	$	29.1
_______________
(i) Relates to external customers only. Refer to Note 3 for a reconciliation to consolidated Net sales.
(ii) Excludes Depreciation and amortization.

(iii) Includes Research and technical expenses.
(iv) We have excluded the following items from Other (income) expense, net: gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, depreciation, and amortization.

(3) The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Performance Materials	$	—	$	0.6	$	—	$	0.7
Performance Chemicals	0.2		1.2		1.4		3.7
Advanced Polymer Technologies	0.1		0.2		6.6		0.1
Indirect costs allocated to Divestiture	0.7		1.3		2.1		3.8
Restructuring and other (income) charges, net	$	1.0	$	3.3	$	10.1	$	8.3

(4) For the nine months ended September 30, 2025, charge relates to the Advanced Polymer Technologies reportable segment. For the nine months ended September 30, 2024, charge relates to the Performance Chemicals reportable segment. Refer to note 7 for more information.

(5) Charges represent income (losses) incurred to complete and integrate acquisitions and other strategic investments. Charges may include the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and certain legal and professional fees associated with the completion of acquisitions and strategic investments. For the three months ended September 30, 2024, charges relate to the Performance Chemicals reportable segment.

(6) We exclude gains and losses from strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment. We believe that the inclusion of such gains or losses would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results. Refer to Note 4, under the section: Strategic Investments, for more information.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Performance Materials	$	—	$	—	$	—	$	(0.1)
Performance Chemicals	—		—		—		—
Advanced Polymer Technologies	—		2.2		2.5		2.2

(Gain) loss on strategic investments	$	—	$	2.2	$	2.5	$	2.1

(7) Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest.

(8) Charges represent professional service fees related to a review of the company's portfolio.

(9) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Cost of sales	$	1.4	$	2.9	$	4.3	$	8.7
Selling, general, and administrative expenses	2.7		2.9		7.5		9.0
Other (income) expense, net	0.1		0.5		(0.1)		0.8

Indirect costs allocated to Divestiture	$	4.2	$	6.3	$	11.7	$	18.5


Depreciation and amortization	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Performance Materials	$	11.3	$	9.7	$	31.1	$	29.0
Performance Chemicals	6.4		6.1		18.3		18.3
Advanced Polymer Technologies	8.9		7.9		24.9		23.0
Indirect costs allocated to Divestiture (1)	1.1		1.5		3.1		4.7
Total depreciation and amortization	$	27.7	$	25.2	$	77.4	$	75.0

_______________

(1) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment.


Capital expenditures	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Performance Materials	$	7.4	$	8.8	$	19.4	$	25.4
Performance Chemicals	2.8		4.9		5.5		11.8
Advanced Polymer Technologies	1.6		3.6		9.0		9.8

Total capital expenditures	$	11.8	$	17.3	$	33.9	$	47.0

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)


Total assets
In millions	September 30, 2025		December 31, 2024
Performance Materials	$	845.7	$	824.3
Performance Chemicals	482.4		477.2
Advanced Polymer Technologies (1)	392.7		568.2
Total segment assets	$	1,720.8	$	1,869.7
Corporate and other (2)	57.5		63.0
Assets of discontinued operations	55.5		89.9
Total assets	$	1,833.8	$	2,022.6

_______________

(1) The decline in the Advanced Polymer Technologies reportable segment in 2025, as compared to 2024, was driven by the Goodwill impairment charge. Refer to note 7 for more information.

(2) Assets not specifically managed as part of one specific segment are referred to as "Corporate and other."

Note 15: Earnings (Loss) per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions (except share and per share data)	2025		2024		2025		2024
Net income (loss) from continuing operations	$	40.8	$	47.5	$	(71.5)	$	(141.0)
Net income (loss) from discontinued operations	2.7		(154.7)		(11.0)		(305.9)
Net income (loss)	$	43.5	$	(107.2)	$	(82.5)	$	(446.9)

Basic and Diluted earnings (loss) per share
Basic earnings (loss) per share from continuing operations	$	1.12	$	1.31	$	(1.97)	$	(3.88)
Basic earnings (loss) per share from discontinued operations	0.08		(4.26)		(0.30)		(8.43)
Basic earnings (loss) per share (1)	$	1.20	$	(2.95)	$	(2.27)	$	(12.31)

Diluted earnings (loss) per share from continuing operations	$	1.10	$	1.30	$	(1.97)	$	(3.88)
Diluted earnings (loss) per share from discontinued operations	0.08		(4.24)		(0.30)		(8.43)
Diluted earnings (loss) per share (1)	$	1.18	$	(2.94)	$	(2.27)	$	(12.31)

Shares (in thousands)
Weighted average number of common shares outstanding - Basic	36,309		36,345		36,384		36,315
Weighted average additional shares assuming conversion of potential common shares	646		148		—		—
Shares - diluted basis (2)	36,955		36,493		36,384		36,315
_______________
(1) Earnings per share amounts shown for three months ended September 30, 2025 and September 30, 2024, may not precisely recalculate due to rounding.
(2) For the nine months ended September 30, 2025 and September 30, 2024, all potentially dilutive common shares were excluded from the calculation of diluted earnings (loss) per share as we had a net loss from continuing operations for the period.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

The following average number of potential common shares were antidilutive, and therefore, were not included in the diluted earnings per share calculation:


	Three Months Ended September 30,		Nine Months Ended September 30,
In thousands	2025	2024	2025	2024
Average number of potential common shares - antidilutive	171	250	295	250

Note 16: Discontinued Operations

Industrial Specialties Divestiture

The Divestiture, as defined in Note 1, is expected to close by early Q1 2026. The Company has determined that the industrial specialties product line and CTO Refinery included within the Divestiture meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the industrial specialties product line and CTO Refinery, are presented as discontinued operations.

Furthermore, in connection with the Divestiture, Ingevity plans to enter into a series of agreements, including, but not limited to, (a) a transition services agreement, pursuant to which Ingevity will provide certain transition services to Purchaser for up to a 12-month period following the closing to facilitate the transfer of purchased assets to Purchaser, (b) an intellectual property agreement, in perpetuity, pursuant to which Ingevity will assign and transfer certain intellectual property assets used in the Businesses (as defined in the Purchase Agreement) to Purchaser in connection with the Divestiture and receive a license back to continue to exclusively utilize specified intellectual property in certain of Ingevity's remaining businesses, (c) a restrictive covenant agreement, subjecting Ingevity to a non-solicitation and limited non-compete obligation for a period of four years following the closing, (d) a ground lease agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity will lease certain real property used in the operations of the Divestiture and grant certain easements and licenses granting Purchaser the right to use portions of Ingevity's manufacturing facilities located at 5598 Virginia Avenue, North Charleston, South Carolina 29406 (the "Plant") necessary for the operation of the Divestiture, (e) a reciprocal plant operating agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity and Purchaser will provide each other with certain services and other arrangements supporting the operations of the CTO Refinery and the Plant and (f) an environmental indemnity agreement, which will include mutual indemnification rights and obligations for each party with respect to certain pre- and post-closing environmental losses that may arise, as well as an indemnity for environmental losses that may be incurred by either party under certain agreements to be entered into between the parties in connection with the Transaction.

The results of our discontinued operations are summarized below:


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Net sales	$	29.0	$	43.1	$	98.7	$	170.8
Cost of sales	18.0		44.8		76.2		182.9
Gross profit	11.0		(1.7)		22.5		(12.1)
Selling, general, and administrative expenses	0.9		0.8		2.7		7.8
Research and technical expenses	0.6		0.5		2.1		2.8
Restructuring and other (income) charges, net	8.8		83.6		33.9		154.5
Goodwill impairment charge	—		—		—		42.5

Other (income) expense, net	(1.0)		105.3		(0.9)		160.1

Income (loss) from discontinued operations before income taxes	1.7		(191.9)		(15.3)		(379.8)
Provision (benefit) for income taxes on discontinued operations	(1.0)		(37.2)		(4.3)		(73.9)
Income (loss) from discontinued operations, net of income taxes	$	2.7	$	(154.7)	$	(11.0)	$	(305.9)

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

The following table presents the major classes of assets and liabilities which represent those related to our industrial specialties product line, classified as held for sale and presented as discontinued operations:


In millions	September 30, 2025		December 31, 2024
Assets	(Unaudited)		(Unaudited)

Accounts receivable, net	$	9.8	$	9.3
Inventories, net (1)	21.4		46.1
Prepaid and other current assets	—		6.2
Current assets of discontinued operations	$	31.2	$	61.6
Property, plant, and equipment, net	14.1		14.8
Operating lease assets, net	10.2		13.5






Noncurrent assets of discontinued operations	$	24.3	$	28.3
Total Assets of discontinued operations	$	55.5	$	89.9
Liabilities


Accrued payroll and employee benefits	$	0.4	$	0.4
Current operating lease liabilities	4.2		4.6


Current liabilities of discontinued operations	$	4.6	$	5.0

Noncurrent operating lease liabilities	6.8		9.8


Noncurrent liabilities of discontinued operations	$	6.8	$	9.8
Total Liabilities of discontinued operations	$	11.4	$	14.8

_______________

(1) Reported net of LIFO Reserve of $7.8 million and $46.3 million for the periods ending September 30, 2025 and December 31, 2024, respectively.

The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents significant cash flow and non-cash information for the Discontinued Operations:

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)


	Nine Months Ended September 30,
In millions	2025		2024
Cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization	$	1.1	$	8.1



Restructuring and other (income) charges, net	33.9		154.5
CTO resales	—		50.8
LIFO charge (liquidation)	(20.5)		3.0


(Gain) loss on strategic investment	—		9.3
Goodwill impairment charge	—		42.5
CTO supply contract termination charges	—		100.0

Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:









Restructuring and other cash outflow, net	(33.9)		(35.6)


CTO resales cash inflow (outflow), net	6.2		(45.0)
CTO supply contract termination cash outflow	—		(50.0)





Cash provided by (used in) investing activities:
Capital expenditures	$	(0.2)	$	(5.7)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Management's discussion and analysis of Ingevity Corporation's ("Ingevity," "the company" "we," "us" or "our") financial condition and results of operations ("MD&A") is provided as a supplement to the Condensed Consolidated Financial Statements and related notes included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations. The following discussion should be read in conjunction with Ingevity's consolidated financial statements as of and for the year ended December 31, 2024, filed on February 19, 2025, with the Securities and Exchange Commission ("SEC") as part of the company's Annual Reporting on Form 10-K ("2024 Annual Report") and the unaudited interim Condensed Consolidated Financial Statements and notes to the unaudited interim Condensed Consolidated Financial Statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

All references to notes (herein referred to as "Note") in this section refer to the notes accompanying the Condensed Consolidated Financial Statements included in Item 1 within this Form 10-Q.

Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report on Form 10-Q involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Cautionary Statements About Forward-Looking Statements" below and at the beginning of our 2024 Annual Report.

Unless otherwise indicated, the information in MD&A refer only to our continuing operations. See Note 1 and 16 for more information.

Cautionary Statements Regarding Forward-Looking Statements

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995 that reflect our current expectations, beliefs, plans or forecasts with respect to, among other things, future events and financial performance. Forward-looking statements are often characterized by words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "outlook," "project," "intend," "plan," "believe," "target," "prospects," "potential" and "forecast," and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. We caution readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A. Risk Factors of our 2024 Annual Report, as well as in our unaudited Condensed Consolidated Financial Statements, related notes, and the other information appearing elsewhere in this report and our other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:

•the anticipated timing, charges, costs and results of any current or future repositioning of our Performance Chemicals segment, including the announced sale of substantially all of the assets that relate to or are used in connection with our industrial specialties product line and our North Charleston crude tall oil refinery (the "Divestiture"), the oleo-based product refining transition and the closure of our plants in DeRidder, Louisiana and Crossett, Arkansas, may differ materially from our estimates due to events that may occur as a result of, or in connection with, such repositioning efforts;

•the Divestiture may not be consummated and, if consummated, may not yield the expected results or benefits;

•the risks that are associated with the co-located businesses following consummation of the Divestiture and potential impacts to our plant operations;

•we may be adversely affected by general global economic, geopolitical, and financial conditions beyond our control, including inflation, the Russia-Ukraine war, and the conflict in the Middle East;

•leadership transitions within our organization;

•we are exposed to risks related to our international sales and operations, including changes in tariffs;

•adverse conditions in the automotive market have and may continue to negatively impact demand for our automotive carbon products;

•if more stringent air quality standards worldwide are not adopted, our growth could be impacted;

•we face competition from substitute products, new technologies, and new or emerging competitors;

•we may be adversely affected by a decrease in government infrastructure spending;

•adverse conditions in cyclical end markets may continue to adversely affect demand for our products;

•lack of access to raw materials upon which we depend would impact our ability to produce our products;

•the inability to make or effectively integrate future acquisitions and other investments may negatively affect our results;

•we are dependent upon third parties for the provision of certain critical operating services at several of our facilities;

•we may continue to be adversely affected by disruptions in our supply chain;

•the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, planned and unplanned production slowdowns and shutdowns, turnarounds and outages, which could result in operational disruptions of varied duration;

•we are dependent upon attracting and retaining key personnel;

•we are dependent on certain large customers;

•from time to time, we are and may be engaged in legal actions associated with our intellectual property rights;

•if we are unable to protect our intellectual property and other proprietary information, we may lose significant competitive advantage;

•information technology security breaches and other disruptions;

•government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs, the chemicals industry and subsidies or incentives that may impact key raw materials or products may adversely affect financial results; and

•losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes.

Overview

Ingevity Corporation provides products and technologies that purify, protect, and enhance the world around us. Through a diverse team of talented and experienced people, we develop, manufacture, and bring to market solutions that are largely renewably sourced and help customers solve complex problems while making the world more sustainable. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, bioplastics, coatings, elastomers, lubricants, paint for road markings, oil drilling, and automotive components. We operate in three reportable segments: Performance Materials, Performance Chemicals and Advanced Polymer Technologies.

Recent Developments and Updates

Industrial Specialties Divestiture

as the Divestiture, are presented as discontinued operations. The Divestiture is expected to close by early 2026. Refer to Note 16 for more information.

Performance Chemicals Repositioning

Expected Charges

Expected Savings and Impact

Inclusive of continuing and discontinued operations, since November of 2023, we have realized total cash savings of approximately $103 million, including $82 million in Cost of sales, $16 million in Selling, general, and administrative expenses, and $5 million in Research and technical expenses, respectively. All cash savings have been realized as of September 30, 2025.

These cash savings have been derived from headcount reductions, plant operating efficiencies, and reduced supply chain costs. Collectively, these savings have been realized in the following financial statement captions: approximately 70-80 percent in Cost of sales, approximately 15-25 percent in Selling, general, and administrative expenses, and approximately 5 percent in Research and technical expenses, all presented on our condensed consolidated statements of operations.

In addition to the cash savings, we have realized savings of approximately $12 million in lower full year depreciation and intangible amortization expenses, respectively. All savings have been realized as of September 30, 2025.

Results of Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Net sales	$	333.1	$	333.8	$	912.5	$	936.8
Cost of sales	199.2		202.2		538.8		571.9
Gross profit	133.9		131.6		373.7		364.9

Selling, general, and administrative expenses	44.1		37.9		129.6		119.5
Research and technical expenses	7.0		6.2		21.0		18.0

Restructuring and other (income) charges, net	1.0		3.3		10.1		8.3
Goodwill impairment charge	—		—		183.8		306.6
Acquisition-related costs	—		(0.1)		—		—
Other (income) expense, net	1.2		6.5		9.5		7.8
Interest expense, net	18.4		23.8		56.4

Ingevity Corp 10-Q