What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-10-30 · 238 added, 337 removed, 574 unchanged (50% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions, except per share data 2025 2024

5 unchanged sentences

Restructuring and other (income) charges, net 12.3 62.8

Goodwill impairment charge — — 349.1 —

Acquisition-related costs — 0.3

10 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

4 unchanged sentences

Total foreign currency adjustments, net of tax provision (benefit) of zero for all periods

34.8 ( 21.4 ) 23.1 ( 6.9 )

Derivative instruments:

Unrealized gain (loss), net of tax provision (benefit) of $( 0.4 ), $( 0.1 ), $( 0.5 ), and $( 0.8 )

( 1.6 ) ( 0.1 ) ( 1.8 ) ( 2.5 )

Unrealized gain (loss), net of tax provision (benefit) of zero and $( 0.1 )

Reclassifications of deferred derivative instruments (gain) loss, included in net income (loss), net of tax (provision) benefit of $ 0.1 and $ 0.2

0.7 1.1 1.8 2.2

Total derivative instruments, net of tax provision (benefit) of $ 0.1 and $ 0.1

( 0.9 ) 1.0 — ( 0.3 )

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 0.1

Total pension and other postretirement benefits, net of tax of zero for all periods

0.1 — 0.1 0.1

Other comprehensive income (loss), net of tax provision (benefit) of $ 0.1 and $ 0.1

34.0 ( 20.4 ) 23.2 ( 7.1 )

Comprehensive income (loss) $ 37.9 $ ( 64.9 )

2 unchanged sentences

Condensed Consolidated Balance Sheets

In millions, except share and par value data September 30, 2024 December 31, 2023

In millions, except share and par value data March 31, 2025 December 31, 2024

Assets (Unaudited)

42 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

5 unchanged sentences

Deferred income taxes ( 0.9 ) ( 18.4 )

Disposal/impairment of assets 1.0 12.6

Restructuring and other (income) charges, net 12.3 62.8

Loss on CTO resales 50.8 —

LIFO reserve ( 12.4 ) 62.6

CTO resales — 26.5

Share-based compensation 4.1 4.3

(Gain) loss on strategic investment — 4.8

Goodwill impairment charge 349.1 —

CTO supply contract termination charges 100.0 —

Other non-cash items 0.1 7.4

9 unchanged sentences

Operating leases ( 5.3 ) ( 5.7 )

CTO resales cash outflow, net ( 45.0 ) —

CTO supply contract termination cash outflow ( 50.0 ) —

CTO resales cash inflow (outflow), net 6.2 ( 19.8 )

Changes in other operating assets and liabilities, net 1.5 0.6

2 unchanged sentences

Capital expenditures $ ( 10.0 ) $ ( 16.6 )

Proceeds from sale of strategic investment — 31.5

Purchase of strategic investment — ( 2.4 )

Proceeds from disposition of assets 3.6 —

Other investing activities, net ( 5.1 ) 0.3

5 unchanged sentences

Tax payments related to withholdings on vested equity awards ( 2.6 ) ( 2.6 )

Proceeds and withholdings from share-based compensation plans, net — 4.7

Repurchases of common stock under publicly-announced plan — ( 92.1 )

Net cash provided by (used in) financing activities $ ( 11.0 ) $ 23.4

5 unchanged sentences

$ 90.9 $ 105.1

(1) Includes restricted cash of $ 18.0 million and $ 9.7 million and cash and cash equivalents of $ 135.5 million and $ 84.5 million at September 30, 2024 and 2023, respectively.

(1) Includes restricted cash of $ 19.4 million and $ 16.6 million and cash and cash equivalents of $ 71.5 million and $ 88.5 million at March 31, 2025 and 2024, respectively.

Restricted cash is included within "Prepaid and other current assets" and "Restricted investment" within the condensed consolidated balance sheets.

3 unchanged sentences

Purchases of property, plant, and equipment in accounts payable 2.9 2.7

Leased assets obtained in exchange for new finance lease liabilities — 0.2

Leased assets obtained in exchange for new operating lease liabilities — 0.4

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

Description of Business

1 unchanged sentence

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, pavement markings, oil production, and automotive components.

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:

14 unchanged sentences

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures”, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The purpose of the amendment is to provide readers of the financial statements with information to better understand an entity’s overall performance and assess potential future cash flows.

The guidance is effective beginning with our 2024 fiscal year Form 10-K and will be applied to all prior periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this new guidance on our Condensed Consolidated Financial Statements and related disclosures.

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

The guidance is effective beginning with our 2025 fiscal year Form 10-K and will be applied to all prior periods presented in the financial statements.

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

opportunities and potential future cash flows.

The guidance is effective beginning with our 2025 fiscal year Form 10-K.

March 31, 2025

2027 fiscal year Form 10-K.

We are currently evaluating the potential impact of adopting this new guidance on our Condensed Consolidated Financial Statements and related disclosures.

1 unchanged sentence

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

5 unchanged sentences

Net sales $ 284.0 $ 340.1

_______________

(1) The reduction in the industrial specialties product line from 2024 to 2025 was due to the repositioning action taken to improve the Performance Chemicals reportable segment, refer to Note 11 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,

Three Months Ended March 31,

In millions 2025 2024

North America (1)

$ 158.2 $ 202.7

Asia Pacific (1)

2 unchanged sentences

Net sales $ 284.0 $ 340.1

_______________

(1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the three months ended March 31, 2025, and 2024 are the U.S., which totaled $ 140.3 million and $ 183.8 million, respectively, and China, which totaled $ 35.3 million and $ 42.2 million, respectively.

Contract Balances

3 unchanged sentences

For all periods presented, we had no contract liabilities.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

Contract Asset

September 30,

In millions 2025 2024

5 unchanged sentences

(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, 2024

Fair Value Measurements

3 unchanged sentences

In millions Level 1 (1)

September 30, 2024

March 31, 2025

Deferred compensation plan investments (4)

18 unchanged sentences

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 $ 16.7 million and $ 14.9 million at September 30, 2024 and December 31, 2023, 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 $ 16.3 million and $ 16.5 million at March 31, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

Nonrecurring Fair Value Measurements

There were no nonrecurring fair value measurements on the condensed consolidated balance sheets during the periods ended September 30, 2024, and December 31, 2023.

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

Strategic Investments

Equity Method Investments

The aggregate carrying value of all strategic equity method investments totaled $ 15.4 million and $ 16.0 million at September 30, 2024 and December 31, 2023, respectively.

There were no adjustments to the carrying value of equity method investments for impairment for the periods ended September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, we had approximately $ 5.6 million of unfunded commitments, associated with a venture capital fund investment accounted for under the equity method of accounting, which we anticipate will be paid over a period of 10 years from the date of the investment.

During the first quarter of 2023, we sold a strategic equity method investment for $ 31.5 million, resulting in a $ 19.3 million gain, recorded within "Other (income) expense, net" on the condensed consolidated statements of operations.

We recognized an additional $ 0.1 million gain associated with the equity method investment sale during the second quarter of 2024.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

The aggregate carrying value of all strategic equity method investments totaled $ 15.3 million and $ 15.4 million at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, we had approximately $ 5.2 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.

There were no adjustments to the carrying value of equity method investments for impairment for the periods ended March 31, 2025 and December 31, 2024, respectively.

Measurement Alternative Investments

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 71.9 million and $ 83.2 million at September 30, 2024 and December 31, 2023, respectively.

During the first and third quarters of 2024, the company identified triggering events indicating that investments being accounted for under the measurement alternative may be impaired.

For the three and nine months ended September 30, 2024, the company recognized an impairment of $ 6.7 million and $ 11.5 million, respectively, recorded in Other (income) expense, net on the condensed consolidated statements of operations.

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 71.9 million at both March 31, 2025 and December 31, 2024.

During the first quarter of 2024, the company identified a triggering event indicating that an investment being accounted for under the measurement alternative may be impaired.

For the three months ended March 31, 2024, the company recognized an impairment of $ 4.8 million recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

There were no adjustments to the carrying value of the measurement alternative method investments for impairment or observable price changes for the period ended March 31, 2025.

Restricted Investment

7 unchanged sentences

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, 2024 and December 31, 2023, the carrying value of our restricted investment was $ 81.1 million and $ 79.1 million, net of an allowance for credit losses of $ 0.2 million and $ 0.2 million, and included restricted cash of $ 17.5 million and $ 15.4 million, respectively.

The fair value at September 30, 2024 and December 31, 2023 was $ 79.8 million and $ 76.7 million, respectively, based on Level 1 inputs.

At March 31, 2025 and December 31, 2024, the carrying value of our restricted investment was $ 82.4 million and $ 81.6 million, net of an allowance for credit losses of $ 0.1 million and $ 0.2 million, and included restricted cash of $ 18.9 million and $ 18.2 million, respectively.

The fair value at March 31, 2025 and December 31, 2024 was $ 81.3 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.

3 unchanged sentences

In millions AA+ AA- A A- BBB+ Total

September 30, 2024 $ 13.3 10.3 13.2 17.0 10.0 $ 63.8

March 31, 2025 $ 13.2 10.3 23.3 6.8 10.0 $ 63.6

December 31, 2024 $ 13.2 10.3 23.3 6.8 10.0 $ 63.6

Debt and Finance Lease Obligations

At September 30, 2024 and December 31, 2023, the carrying value of finance lease obligations was $ 100.3 million and $ 101.1 million, respectively, and the fair value was $ 104.0 million and $ 105.7 million, respectively.

The fair value of our finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site, is based on the period-end quoted market prices for the obligation, using Level 2 inputs.

The fair value of all other finance lease obligations approximates their carrying values.

The carrying value, excluding debt issuance fees, of our variable interest rate debt was $ 851.6 million and $ 821.4 million as of September 30, 2024 and December 31, 2023, respectively.

The carrying value of our variable rate debt is a reasonable estimate of the fair value.

At September 30, 2024 and December 31, 2023, the carrying value of our fixed rate debt was $ 550.0 million and $ 550.0 million, respectively, and the fair value was $ 516.9 million and $ 494.6 million, respectively, based on Level 2 inputs.

At March 31, 2025 and December 31, 2024, the carrying value of finance lease obligations was $ 99.7 million and $ 100.0 million, respectively, and the fair value was $ 102.0 million and $ 102.2 million, respectively.

The fair value of our finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site, is based on the

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

period-end quoted market prices for the obligation, using Level 2 inputs.

The fair value of all other finance lease obligations approximates their carrying values.

The carrying value of our variable interest rate debt, excluding debt issuance fees and adjusted for our $ 200.0 million floating-to-fixed interest rate swap, was $ 547.3 million and $ 555.2 million as of March 31, 2025 and December 31, 2024, respectively.

The carrying value of our variable rate debt is a reasonable estimate of the fair value.

At both March 31, 2025 and December 31, 2024, the carrying value of our fixed rate debt was $ 550.0 million, and the fair value was $ 513.2 million and $ 503.2 million, respectively, based on Level 2 inputs.

Inventories, net

In millions September 30, 2024 December 31, 2023

In millions March 31, 2025 December 31, 2024

Raw materials $ 78.5 $ 97.6

4 unchanged sentences

Inventories, net $ 245.4 $ 226.8

During the quarter ended March 31, 2025, inventory quantities carried on a LIFO basis, primarily in our Performance Chemicals reportable segment domestic inventory, were reduced which led to liquidations of LIFO inventory quantities.

These planned reductions in inventory are not expected to be replaced by the end of the year and resulted in a pre-tax decrease of $ 2.9 million, recorded in "Cost of sales" on our condensed consolidated statement of operations.

Property, Plant, and Equipment, net

In millions September 30, 2024 December 31, 2023

In millions March 31, 2025 December 31, 2024

Machinery and equipment $ 1,310.9 $ 1,296.4

8 unchanged sentences

(1) As a result of the Performance Chemicals repositioning, as further described in Note 11, we accelerated the depreciation of certain property, plant and equipment assets.

This resulted in $ 59.2 million and $ 92.6 million of additional expense for the three and nine months ended September 30, 2024, respectively, which is included in Restructuring and other (income) charges, net within the condensed consolidated statements of operations.

This resulted in zero and $ 31.6 million of additional expense for the three months ended March 31, 2025 and 2024 , respectively, which is included in "Restructuring and other (income) charges, net" within the condensed consolidated statements of operations.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

Goodwill and Other Intangible Assets, net

1 unchanged sentence

In millions Performance Materials Performance Chemicals Advanced Polymer Technologies Total

December 31, 2023 $ 4.3 $ 349.4 $ 173.8 $ 527.5

Goodwill impairment charge — ( 349.1 ) — ( 349.1 )

Goodwill $ 4.3 $ 349.1 $ 170.9 $ 524.3

Accumulated impairment losses — ( 349.1 ) — ( 349.1 )

Balance as of December 31, 2024

$ 4.3 $ — $ 170.9 $ 175.2

Foreign currency translation — — 5.5 5.5

September 30, 2024 $ 4.3 $ — $ 182.6 $ 186.9

Annual Goodwill Test

We conduct a required annual review of goodwill for potential impairment at October 1st, or sooner if events or changes in circumstances indicate that the fair value of a reporting unit is below its carrying value.

Our reporting units are our operating segments, i.e., Performance Materials, Performance Chemicals, and Advanced Polymer Technologies ("APT").

If the carrying value of a reporting unit that includes goodwill exceeds its fair value, which is determined using both the income approach and market approach, goodwill is considered impaired.

During the second quarter of 2024, as further described below under the section titled:

Goodwill Impairment Charge, we recorded a full impairment of our Performance Chemicals reporting unit goodwill.

The remaining balance of our goodwill, as disclosed in the table above, is primarily related to our APT reporting unit.

There have been no events or changes in circumstances during the third quarter that have required interim testing of our goodwill for impairment.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

We are currently testing our remaining goodwill balance as part of our required annual October 1st goodwill impairment testing.

The preliminary results have calculated that our APT reporting unit headroom, defined as the percentage difference between the fair value of a reporting unit and its carrying value, is between 10 and 15 percent.

Since the fair value of our APT reporting unit is higher than the carrying value, we have concluded that no impairment to goodwill is necessary.

Our analysis includes significant assumptions such as revenue growth rate, Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") margin, and discount rate, which are judgmental, and variations in any assumptions could result in materially different calculations of fair value.

Goodwill Impairment Charge

Beginning in fiscal year 2023, we began to see depressed volumes in our industrial end markets, constraining our ability to offset the continued crude tall oil (“CTO”) price inflation we were experiencing, and negatively impacting earnings and cash flow within our Performance Chemicals reporting unit, particularly in our industrial specialties product line.

As a result, we concluded that a triggering event occurred in the third quarter of 2023.

Our third quarter 2023 impairment analysis included significant assumptions, such as the execution of several measures in 2023 to pursue greater cost efficiency, including a reorganization to streamline certain functions and reduce ongoing costs, and expectations of decreased CTO costs beginning in the second half of 2024.

We concluded that no impairment was necessary as a result of that third quarter 2023 interim analysis or at our annual impairment test, dated October 1, 2023.

During the second quarter of 2024, our supplier 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, and 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, the company concluded that the carrying amount of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $ 349.1 million, which represents all of the goodwill within the Performance Chemicals' reportable segment.

The charge was recorded within “Goodwill impairment charge” on the condensed consolidated statements of operations for the nine months ended September 30, 2024.

Balance as of March 31, 2025

$ 4.3 $ — $ 176.4 $ 180.7

There were no events or circumstances indicating that goodwill might be impaired as of March 31, 2025.

Other Intangible Assets

3 unchanged sentences

December 31, 2024 $ 264.9 $ 91.4 $ 88.7 $ 445.0

Retirements (2)

( 129.0 ) — ( 1.9 ) ( 130.9 )

Foreign currency translation 4.9 2.1 2.1 9.1

September 30, 2024 $ 275.4 $ 95.9 $ 93.1 $ 464.4

March 31, 2025 $ 269.8 $ 93.5 $ 90.8 $ 454.1

Accumulated Amortization

2 unchanged sentences

( 3.7 ) ( 1.4 ) ( 2.4 ) ( 7.5 )

Retirements (2)

129.0 — 1.9 130.9

Foreign currency translation ( 1.8 ) ( 0.7 ) ( 1.1 ) ( 3.6 )

September 30, 2024 $ ( 88.1 ) $ ( 35.5 ) $ ( 42.2 ) $ ( 165.8 )

March 31, 2025 $ ( 93.9 ) $ ( 37.5 ) $ ( 45.9 ) $ ( 177.3 )

Other intangibles, net $ 175.9 $ 56.0 $ 44.9 $ 276.8

1 unchanged sentence

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

(2) As a result of the Performance Chemicals' repositioning, as further described in Note 11, we retired certain customer contracts and relationships, and developed technology finite-lived intangible assets.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(2) As a result of the Performance Chemicals repositioning, as further described in Note 11, we accelerated the amortization of certain customer contract and relationship finite-lived intangible assets.

This resulted in zero and $ 22.1 million of additional expense for the three and nine months ended September 30, 2024, respectively, and $ 37.4 million of additional expenses for the twelve months ended December 31, 2023, which is included in Restructuring and other (income) charges, net within the condensed consolidated statements of operations.

This resulted in zero and $ 22.1 million of additional expense for the three months ended March 31, 2025 and 2024, respectively, which is included in "Restructuring and other (income) charges, net" within the condensed consolidated statements of operations.

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

In millions September 30, 2024 December 31, 2023

In millions March 31, 2025 December 31, 2024

Performance Materials $ 1.2 $ 1.2

2 unchanged sentences

Other intangibles, net $ 276.8 $ 278.8

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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,

Three Months Ended March 31,

In millions 2025 2024

10 unchanged sentences

Foreign Currency Exchange Risk Management

As of September 30, 2024, there were $ 2.9 million open foreign currency derivative contracts.

The fair value of the designated foreign currency hedge contracts was a net asset (liability) of zero at September 30, 2024 and December 31, 2023.

As of March 31, 2025, there were $ 4.7 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 March 31, 2025 and December 31, 2024, respectively.

Commodity Price Risk Management

As of September 30, 2024, we had 1.6 million and 0.4 million mm BTUS (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity swap contracts and zero cost collar option contracts, respectively, designated as cash flow hedges.

As of September 30, 2024, open commodity contracts hedge forecasted transactions until December 2025.

The fair value of the outstanding designated natural gas commodity hedge contracts as of September 30, 2024 and December 31, 2023, was a net asset (liability) of $( 0.1 ) million and $( 0.9 ) million, respectively.

As of March 31, 2025, we had 1.8 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges.

As of March 31, 2025, open natural gas derivative contracts hedge a portion of forecasted transactions until June 2026.

The fair value of the open natural gas derivative contracts was a net asset (liability) of $ 1.0 million and $ 0.3 million as of March 31, 2025 and December 31, 2024, respectively.

Interest Rate Risk Management

During the three months ended September 30, 2024, we entered into a floating-to-fixed interest rate swap with a notional amount of $ 200.0 million to manage the variability of cash flows in the interest rate payments associated with our existing Secured Overnight Financing Rate ("SOFR") based interest payments, effectively converting $ 200.0 million of our floating rate debt to a fixed rate.

During the third quarter of 2024, we entered into a floating-to-fixed interest rate swap with a notional amount of $ 200.0 million to manage the variability of cash flows in the interest rate payments associated with our existing Secured Overnight Financing Rate ("SOFR") based interest payments, effectively converting $ 200.0 million of our floating rate 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 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 $( 1.7 ) million and zero at September 30, 2024 and December 31, 2023, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

The fair value of the interest rate swap was an asset (liability) of $( 0.1 ) million and $ 0.6 million at March 31, 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,

2024 2023 2024 2023

Cash flow hedging derivatives

Currency exchange contracts $ — $ 0.1 $ — $ ( 0.2 ) Net sales

Natural gas contracts ( 0.3 ) ( 0.3 ) ( 0.8 ) ( 1.2 ) Cost of sales

Interest rate swap contracts ( 1.7 ) — — — Interest expense, net

Total $ ( 2.0 ) $ ( 0.2 ) $ ( 0.8 ) $ ( 1.4 )

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,

Three Months Ended March 31,

2025 2024 2025 2024

4 unchanged sentences

Total $ 0.1 $ ( 0.4 ) $ ( 0.2 ) $ ( 0.7 )

Within the next twelve months, we expect to reclassify $ 0.3 million of net gains from AOCI to income, before taxes.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

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

Fair Value Measurements

1 unchanged sentence

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, 2024, or December 31, 2023.

September 30, 2024

There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of March 31, 2025, or December 31, 2024.

March 31, 2025

In millions Level 1 (1)

Currency exchange contracts (4)

$ — $ 0.1 $ — $ 0.1

Natural gas contracts (4)

Total assets $ — $ 0.2 $ — $ 0.2

Currency exchange contracts (5)

$ — $ 1.2 $ — $ 1.2

Currency exchange contracts (4)

Total assets $ — $ 1.3 $ — $ 1.3

Natural gas contracts (6)

$ — $ 0.2 $ — $ 0.2

Currency exchange contracts (6)

Interest rate swap contracts (7)

2 unchanged sentences

In millions Level 1 (1)

Currency exchange contracts (4)

Natural gas contracts (4)

$ — $ 0.4 $ — $ 0.4

Currency exchange contracts (4)

Interest rate swap contracts (5)

Total assets $ — $ 1.2 $ — $ 1.2

7 unchanged sentences

(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.

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

Debt, including Finance Lease Obligations

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

In millions, except percentages September 30, 2024 December 31, 2023

In millions, except percentages March 31, 2025 December 31, 2024

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

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______________

(1) Letters of credit outstanding under the revolving credit facility were $ 2.6 million and $ 2.5 million and available funds under the facility were $ 244.4 million and $ 259.5 million at September 30, 2024 and December 31, 2023, respectively.

(2) The weighted average interest rate associated with our revolving credit facility, exclusive of any floating-to-fixed interest rate instrument, was 6.80 percent and 6.36 percent for the period ended September 30, 2024 and December 31, 2023, respectively.

(3) As of September 30, 2024 and December 31, 2023, $ 80.0 million of the finance lease obligation 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 $ 81.1 million and $ 79.1 million as of September 30, 2024 and December 31, 2023, respectively.

(1) Letters of credit outstanding under the revolving credit facility were $ 2.6 million and $ 2.6 million and available funds under the facility were $ 309.4 million and $ 302.4 million at March 31, 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 6.54 percent and 7.48 percent for the period ended March 31, 2025 and December 31, 2024, respectively.

(3) As of March 31, 2025 and December 31, 2024, $ 80.0 million of the finance lease obligation 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 $ 82.4 million and $ 81.6 million as of March 31, 2025 and December 31, 2024, respectively.

Refer to Note 4, under the section:

Restricted Investment , for more information.

(4) The interest rate associated with our accounts receivable securitization program was 5.47 percent and 5.61 percent for the period ended September 30, 2024 and December 31, 2023, respectively.

(4) The effective interest rate associated with our accounts receivable securitization program was 5.82 percent and 6.65 percent for the period ended March 31, 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.

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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, 2024.

We were in compliance with all covenants under the indenture as of March 31, 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.

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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, 2024 was 3.0 , and our actual interest coverage for the four consecutive quarters ended September 30, 2024 was 5.0 .

We were in compliance with all covenants under the credit agreement at September 30, 2024.

As calculated per the credit agreement, our net leverage for the four consecutive quarters ended March 31, 2025 was 3.2 , and our actual interest coverage for the four consecutive quarters ended March 31, 2025 was 4.7 .

We were in compliance with all covenants under the credit agreement at March 31, 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

In millions, shares in thousands Shares Amount Additional paid in capital Retained earnings Accumulated

8 unchanged sentences

Balance at March 31, 2025 43,785 $ 0.4 $ 180.9 $ 592.5 $ ( 24.0 ) $ ( 515.2 ) $ 234.6

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 43,606 $ 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 — — — — — —

Exercise of stock options, net — — — — — — —

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

Share repurchase program — — — — — — —

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, 2024

In millions, shares in thousands Shares Amount Additional paid in capital Retained earnings Accumulated

5 unchanged sentences

Common stock issued 138 — — — — — —

Exercise of stock options, net 41 — 2.2 — — — 2.2

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

Share repurchase program — — — — — ( 33.4 ) ( 33.4 )

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) — — — 35.5 — — 35.5

Other comprehensive income (loss) — — — — 5.3 — 5.3

Common stock issued 22 — — — — — —

Share repurchase program — — — — — ( 58.7 ) ( 58.7 )

Share-based compensation plans — — 4.7 — — 1.6 6.3

Balance at June 30, 2023 43,430 $ 0.4 $ 163.6 $ 1,093.9 $ ( 33.5 ) $ ( 510.3 ) $ 714.1

Net income (loss) — — — 25.2 — — 25.2

Other comprehensive income (loss) — — — — ( 20.4 ) — ( 20.4 )

Common stock issued 13 — — — — — —

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

Share-based compensation plans — — ( 1.0 ) — — 1.0 —

Balance at September 30, 2023 43,443 $ 0.4 $ 162.6 $ 1,119.1 $ ( 53.9 ) $ ( 509.5 ) $ 718.7

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

Accumulated other comprehensive income (loss)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

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Beginning balance $ 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 0.1

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 0.1

Other comprehensive income (loss), net of tax — —

Ending balance $ 2.5 $ 0.5

Total AOCI ending balance at September 30 $ ( 3.5 ) $ ( 53.9 ) $ ( 3.5 ) $ ( 53.9 )

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

Total AOCI ending balance at March 31 $ ( 24.0 ) $ ( 35.6 )

Reclassifications of accumulated other comprehensive income (loss)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

Derivative instruments

Currency exchange contracts (1)

$ — $ ( 0.2 ) $ — $ ( 0.7 )

Natural gas contracts (1)

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Amount included in net income (loss) $ ( 0.1 ) $ ( 0.5 )

Pension and other post retirement benefits

Amortization of prior service costs (2)

______________

Total before tax ( 0.1 ) — ( 0.1 ) ( 0.1 )

(Provision) benefit for income taxes — — — —

Amount included in net income (loss) $ ( 0.1 ) $ — $ ( 0.1 ) $ ( 0.1 )

______________

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

Share Repurchases

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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, 2024, we repurchased no common stock.

At September 30, 2024, $ 353.4 million remained unused under the 2022 Authorization.

During the three and nine months ended September 30, 2023, we repurchased zero and $ 92.1 million, inclusive of $ 0.8 million excise tax, in common stock, representing zero and 1,269,373 shares of our common stock at a weighted average cost per share of zero and $ 71.93 , respectively.

During the three months ended March 31, 2025 and 2024, we repurchased no common stock.

At March 31, 2025, $ 353.4 million remained unused under the 2022 Authorization.

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,

Three Months Ended March 31,

In millions 2025 2024

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Total Restructuring and other (income) charges, net $ 12.3 $ 62.8

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

Restructuring Charges

2 unchanged sentences

Performance Chemicals repositioning $ — $ 11.2 $ ( 0.1 ) $ 11.1

Three Months Ended September 30, 2024 $ 5.1 $ 15.5 $ 65.0 $ 85.6

Other $ 1.5 $ — $ — $ 1.5

Three Months Ended September 30, 2023 $ 1.5 $ — $ — $ 1.5

In millions Severance and other employee-related costs Other charges (income) (1)

Asset disposal charges (2)

0.8 0.3 0.1 1.2

Three Months Ended March 31, 2025 $ 0.8 $ 11.5 $ — $ 12.3

Performance Chemicals repositioning $ 2.1 $ 5.2 $ 55.0 $ 62.3

Nine Months Ended September 30, 2024 $ 8.2 $ 27.9 $ 121.8 $ 157.9

Other $ 8.9 $ 0.1 $ 2.6 $ 11.6

Nine Months Ended September 30, 2023 $ 8.9 $ 0.1 $ 2.6 $ 11.6

Three Months Ended March 31, 2024 $ 2.1 $ 5.2 $ 55.0 $ 62.3

_______________

(1) Primarily represents costs associated with CTO supply contract terminations, plant and equipment decommissioning charges and other miscellaneous exit costs.

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

(2) Primarily represents property, plant and equipment and finite-lived intangible asset write-downs, accelerated depreciation and amortization, and impairment charges on certain assets, which were or are to be disposed of or abandoned.

Also included, to the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations related to asset disposal charges that are included within restructuring charges.

(3) During 2024, we took further steps to streamline our cost structure and improve profitability, resulting in additional restructuring charges for the quarter ended March 31, 2025 of $ 1.2 million, including $ 0.1 million in asset disposal charges, $ 0.8 million in severance and other employee-related costs, and $ 0.3 million in other charges.

Performance Chemicals Repositioning

On November 1, 2023, we 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, and accelerate our transition to non-CTO based fatty acids.

This initiative 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.

This initiative included the permanent closure of our Performance Chemicals' CTO refinery and the closure of our manufacturing plant located in DeRidder, Louisiana (the “DeRidder Plant”), including the polyol production assets associated with the APT reportable segment.

These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies, and diversifying our raw material stream to non-CTO based fatty acids.

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.

The repositioning included the closure of the Performance Chemicals CTO refinery and manufacturing plant located in DeRidder, Louisiana (the “DeRidder Plant”), including the polyol production assets associated with the Advanced Polymer Technologies ("APT") reportable segment.

All production at the DeRidder Plant ceased in the first quarter of 2024.

The Performance Chemicals repositioning initiative included additional corporate and business cost reduction actions executed in November 2023.

Additionally, in July 2024, we announced plans to transition the refining of oleo-based products manufactured for our Performance Chemicals reportable segment from our Crossett, Arkansas manufacturing plant (the “Crossett Facility”) to our North Charleston, South Carolina manufacturing plant.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

Additionally, in July 2024, we announced plans to transition the refining of oleo-based products manufactured for the Performance Chemicals reportable segment from our Crossett, Arkansas manufacturing plant (the “Crossett Facility”) to our North Charleston, South Carolina manufacturing plant.

This action included the closure of the Crossett Facility, as well as additional corporate and business cost reduction actions.

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Expected Charges

We expect to incur aggregate charges of approximately $ 350 million associated with the Performance Chemicals' repositioning.

This is an increase of approximately $ 100 million from prior expectations due to the closure of the Crossett Facility.

Total expected charges now consist of approximately $ 250 million in asset-related charges, approximately $ 25 million in severance and other employee-related costs, and approximately $ 75 million in other restructuring costs, including decommissioning, dismantling and removal charges, and CTO supply contract termination costs.

Through September 30, 2024,

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

we have incurred $ 297.0 million associated with these actions, including $ 250.8 million of non-cash asset-related charges and $ 46.2 million of charges to be settled in cash.

As of September 30, 2024, $ 41.0 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 $ 100 million of cash charges, including approximately $ 10 -$ 15 million during the fourth quarter of 2024 and approximately $ 20 -$ 25 million during 2025.

We expect to incur aggregate charges of approximately $ 360 million, excluding the CTO resale activity as described below, associated with the Performance Chemicals repositioning, consisting of approximately $ 250 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 March 31, 2025, we have incurred $ 322.9 million associated with these actions, including $ 244.7 million of non-cash asset-related charges, excluding $ 7.4 million related to an asset retirement obligation ("ARO"), and $ 78.2 million of charges to be settled in cash, which include the aforementioned ARO.

As of March 31, 2025, $ 65.0 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 $ 25 -$ 30 million during 2025.

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.

Inventory Charges

The company believes the collective actions of workforce, operational, and regional business exits will hinder our ability to dispose of the associated inventory on hand.

As a result, we recorded $ 3.8 million and $ 6.3 million of non-cash, lower of cost or market, inventory charges during the three and nine months ended September 30, 2024, respectively, to adjust the carrying value of the impacted inventory to what we expect to realize upon disposal, less disposal costs.

As a result, we recorded zero and $ 2.5 million of non-cash, lower of cost or market, inventory charges during the three months ended March 31, 2025, and 2024, respectively, to adjust the carrying value of the impacted inventory to what we expect to realize upon disposal, less disposal costs.

These inventory charges are recorded to "Cost of sales" on the condensed consolidated statements of operations.

Since these inventory charges are directly attributable to the Performance Chemicals repositioning, that is, they do not represent normal, recurring expenses necessary to operate our business, we have excluded such impact from the financial results of our Performance Chemicals reportable segment.

Refer to Note 14 for more information.

CTO Resale Activity

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To manage this excess inventory, we sold CTO volumes (herein referred to as "CTO resales") in the open market.

For the three and nine months ended September 30, 2024, we have incurred $ 0.8 million and $ 50.8 million, respectively, of CTO resale losses, which are recorded as Other (income) expense, net on the condensed consolidated statements of operations.

As of July 1, 2024, we terminated the CTO supply contract that resulted in these excess CTO volumes.

As consideration for the termination of the CTO supply contract, we made a cash payment in the amount of $ 50.0 million on July 1, 2024, and an additional cash payment in the amount of $ 50.0 million in early October, 2024.

The total charge of $ 100.0 million was recorded within Other (income) expense, net on the condensed consolidated statements of operations for the nine months ended September 30, 2024.

As a result of the termination of this supply contract, the purchases under the CTO supply contract ended effective June 30, 2024.

Therefore, we are no longer required to purchase this excess CTO volume through 2025, and as such, we expect to end our CTO resale activity by the end of 2024 and to incur no more than $ 5.0 million in additional costs as we liquidate the excess CTO volumes on hand as of September 30, 2024.

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.

For the three months ended March 31, 2025 and 2024, we have incurred zero and $ 26.5 million, respectively, of CTO resale losses, which are recorded as "Other (income) expense, net" on the condensed consolidated statements of operations.

On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated.

As consideration for the termination of the CTO supply contract, we made cash payments totaling $ 100.0 million during 2024.

The charge was recorded within "Other (income) expense, net" on the condensed consolidated statements of operations for the year ended December 31, 2024.

As a result of the termination, the purchases under the CTO supply contract ended effective June 30, 2024.

The CTO resale activity described above ended in 2024 and no excess CTO volumes were on hand at March 31, 2025.

Other (income) charges, net

Alternative feedstock transition

In April 2023, we implemented the feedstock transition of the Crossett Facility.

This transition converted the Crossett Facility from a CTO-based feedstock production facility to produce fatty acids from alternative plant-based feedstocks.

During the three and nine months ended September 30, 2024, we incurred charges of zero .

During the three and nine months ended September 30, 2023, we incurred charges of $ 11.8 million and $ 18.4 million, respectively.

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 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, respectively.

During the three and nine months ended September 30, 2023, we incurred charges of $ 9.8 million and $ 12.7 million, respectively.

In May 2023, WestRock announced that it would permanently cease

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

Business transformation costs

Our enterprise resource planning tool implementation and associated business transformation initiative concluded in the fourth quarter of 2023.

During the three and nine months ended September 30, 2024, we incurred charges of zero .

During the three and nine months ended September 30, 2023, we incurred charges of $ 1.5 million and $ 6.7 million, respectively.

March 31, 2025

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 to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment.

During the three months ended March 31, 2025 and 2024, we incurred charges of zero and $ 0.5 million, respectively.

Restructuring and Other (Income) Charges, net Reserves

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3/31/2025 (1)

Performance Chemicals' repositioning

Severance and other employee-related costs $ 4.2 0.8 ( 2.6 ) — $ 2.4

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Effective tax rate 23.5 % 22.1 %

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Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

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

Three Months Ended September 30,

In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact

Consolidated operations $ ( 137.9 ) $ ( 30.7 ) 22.3 % $ 32.1 $ 6.9 21.5 %

Discrete items:

Restructuring and other (income) charges, net (1)

89.4 21.1 1.5 0.4

(Gain) loss on strategic investments (2)

6.7 1.6 ( 0.1 ) —

Goodwill impairment (3)

Other tax only discrete items

Total discrete items 96.1 29.7 1.4 2.7

Consolidated operations, before discrete items $ ( 41.8 ) $ ( 1.0 ) $ 33.5 $ 9.6

Nine Months Ended September 30,

Three Months Ended March 31,

In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact

4 unchanged sentences

(Gain) loss on strategic investments (2)

11.4 2.7 ( 19.3 ) ( 4.5 )

Goodwill impairment (3)

349.1 57.0 — —

Proxy contest charges (3)

Other tax only discrete items — ( 0.4 ) — ( 0.9 )

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(1) See Note 11 for further information.

For the three months ended March 31, 2024, the charge includes $ 2.5 million of lower of cost or market charges associated with the Performance Chemicals repositioning.

Amounts are included in "Cost of sales" on the condensed consolidated statements of operations.

(2) See Note 4 for further information.

(3) See Note 14 for further information.

(4) Decrease in EAETR for the three months ended September 30, 2024, as compared to September 30, 2023, is due to an overall change in the mix of forecasted earnings in various tax jurisdictions with varying rates, most notably in the U.S.

While consolidated operations before discrete items are expected to be in overall losses driven by expenses incurred in the U.S., tax impacts from profitable foreign operations exceed the overall tax benefit incurred in the U.S., resulting in a large reduction to the three months ended September 30, 2024 EAETR.

The EAETR tax percentage shown may not precisely recalculate due to rounding.

(5) Specific to the nine months ended September 30, 2024, while consolidated operations before discrete items are expected to be in overall losses driven by expenses incurred in the U.S., tax impacts from profitable foreign operations exceed the overall tax benefit incurred in the U.S., creating a negative EAETR.

The EAETR tax percentage shown may not precisely recalculate due to rounding.

At September 30, 2024 and December 31, 2023, we had deferred tax assets of $ 10.9 million and $ 11.1 million, respectively, resulting from certain historical net operating losses from our Brazil and China operations and U.S.

(4) Decrease in EAETR for the three months ended March 31, 2025, as compared to March 31, 2024, is due to an overall change in the mix of forecasted earnings in various tax jurisdictions with varying rates, most notably in the U.S.

Additionally, the foreign-derived intangible income deduction, which was significantly decreased in 2024 due to reductions in taxable income in the U.S., is driving notable benefit to the EAETR in 2025.

The EAETR tax percentage shown for three months ended March 31, 2024 may not precisely recalculate due to rounding.

At March 31, 2025 and December 31, 2024, we had deferred tax assets of $ 11.6 million and $ 11.0 million, respectively, resulting from certain historical net operating losses from our Brazil and China operations and U.S.

state tax credits for which a valuation allowance has been established.

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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, 2024, 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 allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

of these allowances.

As of March 31, 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 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.

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Pillar Two’s intent is to create a 15% global minimum tax for all jurisdictions in which multinational enterprises operate.

To date, ten of our reporting jurisdictions have enacted final legislation adopting Pillar Two.

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 nine months ended September 30, 2024.

No tax impacts of Pillar Two were recorded for the quarter ended March 31, 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

Commitments and Contingencies

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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.

Final resolution of these matters could take up to 18 months.

As of September 30, 2024, 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, 2023.

The full amount of the trebled jury's verdict, $ 85.0 million, is accrued in Other liabilities on the condensed consolidated balance sheets as of September 30, 2024 and the charge was included within Other (income) expense, net on the condensed consolidated statements of operations for the year ended December 31, 2021.

Final resolution of these appeals could take up to 15 months.

As of March 31, 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 jury's verdict, $ 85.0 million, is accrued in "Other liabilities" on the condensed consolidated balance sheets as of March 31, 2025 and the charge was included within "Other (income) expense, net" on the condensed 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.

As of March 31, 2025 and December 31, 2024, the total amount accrued, inclusive of post-judgement interest, was $ 92.4 million and $ 91.4 million, respectively.

The amount of any liability we may ultimately incur could be more or less than the amount accrued.

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

Segment Information

Three Months Ended September 30, Nine Months Ended September 30,

Ingevity’s operating segments are (i) Performance Materials ("PM"), (ii) Performance Chemicals ("PC"), and (iii) Advanced Polymer Technologies ("APT").

Our operating 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 operating segments.

The CODM utilizes Segment EBITDA for each operating 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.

Three Months Ended March 31,

In millions 2025 2024

Performance Materials $ 151.1 $ 147.2 $ 453.4 $ 433.2

Performance Chemicals 177.0 256.0 509.5 725.6

Advanced Polymer Technologies 48.8 42.8 144.7 161.6

Total net sales (1)

$ 376.9 $ 446.0 $ 1,107.6 $ 1,320.4

Segment EBITDA (1)(2)

6 unchanged sentences

(Provision) benefit for income taxes ( 6.3 ) 15.9

Depreciation and amortization - Performance Materials ( 9.7 ) ( 9.5 ) ( 29.0 ) ( 28.7 )

Depreciation and amortization - Performance Chemicals ( 8.6 ) ( 13.2 ) ( 31.1 ) ( 40.0 )

Depreciation and amortization - Advanced Polymer Technologies ( 7.9 ) ( 7.9 ) ( 23.0 ) ( 23.4 )

Depreciation and amortization ( 24.9 ) ( 29.6 )

Restructuring and other income (charges), net (3)

( 12.3 ) ( 62.8 )

Goodwill impairment charge (4)

— — ( 349.1 ) —

Acquisition and other-related income (costs), net (4)

0.1 ( 0.1 ) — ( 4.6 )

Inventory charges (5)

( 3.8 ) — ( 6.3 ) —

Loss on CTO resales (6)

( 0.8 ) — ( 50.8 ) —

CTO supply contract termination charges (7)

( 100.0 ) — ( 100.0 ) —

Gain (loss) on strategic investments (7)

( 6.7 ) 0.1 ( 11.4 ) 19.3

Proxy contest charges (8)

Net income (loss) $ 20.5 $ ( 56.0 )

_______________

(1) Relates to external customers only, all intersegment sales and related profit have been eliminated in consolidation.

(2) Segment EBITDA is the primary measure used by our chief operating decision maker ("CODM") to evaluate the performance of and allocate resources among our operating segments.

(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, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charge, acquisition and other-related income (costs), gain (loss) on strategic investments, loss on CTO resales, CTO supply contract termination charges, and pension and postretirement settlement and curtailment income (charges), net.

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, and pension and postretirement settlement and curtailment income (charges), net.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

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

Three Months Ended March 31,

In millions, except per share data PM PC APT PM PC APT

Net sales (i)

$ 146.8 $ 95.0 $ 42.2 $ 145.1 $ 147.0 $ 48.0

Cost of sales (ii) (iii)

54.4 77.4 23.6 52.1 135.9 32.4

Selling, general, and administrative expenses (ii) (iv)

16.4 18.8 5.9 15.0 21.1 5.8

Other (income) expense, net (ii) (v)

( 3.1 ) ( 0.9 ) 0.2 — 0.6 0.3

Segment EBITDA $ 79.1 $ ( 0.3 ) $ 12.5 $ 78.0 $ ( 10.6 ) $ 9.5

_______________

(i) Relates to external customers only.

Refer to Note 3 for a reconciliation to consolidated Net sales.

(ii) Excludes Depreciation and amortization.

(iii) Inventory charges representing lower of cost or market charges associated with the Performance Chemicals repositioning and restructuring actions were not allocated in the measurement of Performance Chemicals reportable segment profitability used by our CODM.

Amounts are included in Cost of sales on the condensed consolidated statements of operations.

(iv) Includes Research and technical expenses.

(v) We have excluded the following items from Other (income) expense, net:

gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, 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,

Three Months Ended March 31,

In millions 2025 2024

3 unchanged sentences

Restructuring and other (income) charges, net $ 12.3 $ 62.8

(4) For the three and nine months ended September 30, 2024, charges relate to the Performance Chemicals reportable segment.

Refer to Note 7 for more information.

(4) Charges represent (gains) 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 and nine months ended September 30, 2024 and 2023, charges relate to the Performance Chemicals reportable segment.

Three Months Ended September 30, Nine Months Ended September 30,

In millions 2024 2023 2024 2023

Legal and professional service fees $ ( 0.1 ) $ 0.1 $ — $ 3.8

Acquisition-related (income) costs $ ( 0.1 ) $ 0.1 $ — $ 3.8

Inventory fair value step-up amortization (1)

Acquisition and other-related (income) charges $ ( 0.1 ) $ 0.1 $ — $ 4.6

_________________

(1) Included in Cost of sales on the condensed consolidated statements of operations.

(6) For the three and nine months ended September 30, 2024, inventory charges represent lower of cost or market charges associated with the Performance Chemicals’ repositioning.

For the three months ended March 31, 2024, charges relate to the Performance Chemicals reportable segment.

(5) For the three months ended March 31, 2024, inventory charges represent lower of cost or market charges associated with the Performance Chemicals repositioning.

These charges were not allocated in the measurement of Performance Chemicals reportable segment profitability used by our CODM.

Amounts are included in "Cost of sales" on the condensed consolidated statements of operations.

(7) For the three and nine months ended September 30, 2024, charges relate to the Performance Chemicals reportable segment.

(6) For the three months ended March 31, 2024, charges relate to the Performance Chemicals reportable segment.

Refer to Note 11 for more information.

4 unchanged sentences

Strategic Investments , for more information.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2025 2024

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

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

Depreciation and amortization Three Months Ended March 31,

In millions 2025 2024

Performance Materials $ 9.9 $ 9.6

Performance Chemicals 7.3 12.4

Advanced Polymer Technologies 7.7 7.6

Total depreciation and amortization $ 24.9 $ 29.6

Capital expenditures Three Months Ended March 31,

In millions 2025 2024

Performance Materials $ 5.1 $ 7.3

Performance Chemicals 1.2 6.2

Advanced Polymer Technologies 3.7 3.1

Total capital expenditures $ 10.0 $ 16.6

In millions March 31, 2025 December 31, 2024

Performance Materials $ 850.9 $ 824.3

Performance Chemicals

Advanced Polymer Technologies 587.7 568.2

Total segment assets (1)

$ 1,994.8 $ 1,959.6

Corporate and other 61.3 63.0

Total assets $ 2,056.1 $ 2,022.6

_______________

(1) Segment assets exclude assets not specifically managed as part of one specific segment herein referred to as "Corporate and other."

Earnings (Loss) per Share

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

In millions (except share and per share data) 2025 2024

9 unchanged sentences

_______________

(1) For the three and nine months ended 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 for the period.

(1) For the three months ended March 31, 2024, all potentially dilutive common shares were excluded from the calculation of diluted earnings (loss) per share as we had a net loss for the period.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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,

Three Months Ended March 31,

In thousands 2025 2024

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements