What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 277 added, 160 removed, 652 unchanged (40% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions, except per share data 2025 2024 2025 2024

5 unchanged sentences

Restructuring and other (income) charges, net 21.9 13.1 34.2 75.9

Goodwill impairment charge 183.8 349.1 183.8 349.1

Acquisition-related costs — ( 0.2 ) — 0.1

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

4 unchanged sentences

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

29.5 ( 2.6 ) 46.7 ( 11.7 )

Derivative instruments:

Unrealized gain (loss), net of tax provision (benefit) of $( 0.4 ), zero , $( 0.4 ) 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

( 1.4 ) 0.1 ( 1.3 ) ( 0.2 )

Reclassifications of deferred derivative instruments (gain) loss, included in net income (loss), net of tax (provision) benefit of zero , $ 0.2 , $ 0.1 and $ 0.4

0.1 0.6 0.2 1.1

Total derivative instruments, net of tax provision (benefit) of $( 0.4 ), $ 0.2 , $( 0.3 ) and $ 0.3

( 1.3 ) 0.7 ( 1.1 ) 0.9

Other comprehensive income (loss), net of tax provision (benefit) of $( 0.4 ), $ 0.2 , $( 0.3 ) and $ 0.3

28.2 ( 1.9 ) 45.6 ( 10.8 )

Comprehensive income (loss) $ ( 118.3 ) $ ( 285.6 ) $ ( 80.4 ) $ ( 350.5 )

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

In millions, except share and par value data June 30, 2025 December 31, 2024

Assets (Unaudited)

42 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

In millions 2025 2024

7 unchanged sentences

CTO resales — 50.0

LIFO charge (liquidation) ( 6.5 ) 2.1

Share-based compensation 8.5 6.7

(Gain) loss on strategic investment 2.5 4.7

Goodwill impairment charge 183.8 349.1

Other non-cash items 5.9 7.5

3 unchanged sentences

Prepaid and other current assets ( 2.0 ) 6.7

Planned major maintenance outage ( 3.0 ) ( 2.8 )

Accounts payable 6.1 ( 13.4 )

24 unchanged sentences

$ 107.1 $ 125.3

(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.

(1) Includes restricted cash of $ 30.2 million and $ 17.9 million and cash and cash equivalents of $ 76.9 million and $ 107.4 million at June 30, 2025 and 2024, respectively.

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

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

Description of Business

20 unchanged sentences

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 and will be applied to all prior periods presented in the financial statements.

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 Condensed 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.

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

2027 fiscal year Form 10-K.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

2 unchanged sentences

Industrial Specialties product line (1)

48.4 56.4 99.1 157.7

Performance Chemicals segment $ 167.9 $ 185.5 $ 262.9 $ 332.5

2 unchanged sentences

_______________

(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.

(1) The reduction in the industrial specialties product line from 2024 to 2025 was due to the repositioning actions 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

2 unchanged sentences

Asia Pacific (1)

78.2 86.7 150.5 165.1

Europe, Middle East, and Africa 46.8 55.3 90.4 103.6

2 unchanged sentences

_______________

(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.

(1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and six months ended June 30, 2025, are the U.S., which totaled $ 205.2 million and $ 345.5 million, respectively, and China, which totaled $ 38.8 million and $ 74.2 million, respectively.

Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and six months ended June 30, 2024 are the U.S., which totaled $ 209.3 million and $ 393.1 million, respectively, and China, which totaled $ 40.4 million and $ 82.6 million, respectively.

Contract Balances

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

12 unchanged sentences

In millions Level 1 (1)

March 31, 2025

June 30, 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 $ 16.3 million and $ 16.5 million at March 31, 2025 and December 31, 2024, 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 $ 17.3 million and $ 16.5 million at June 30, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

Nonrecurring Fair Value Measurements

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

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

Strategic Investments

Equity Method Investments

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.

The aggregate carrying value of all strategic equity method investments totaled $ 15.9 million and $ 15.4 million at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, we had approximately $ 4.6 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.

For the three and six months ended June 30, 2024, the company recognized a $ 0.1 million gain related to the sale of an equity method investment.

There were no adjustments to the carrying value of equity method investments for impairment for the periods ended June 30, 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 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.

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 69.4 million and $ 71.9 million at June 30, 2025 and December 31, 2024, respectively.

During the second quarter of 2025 and the first quarter of 2024, the company identified trigger events indicating that certain investments being accounted for under the measurement alternative may be impaired.

For the three and six months ended June 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 six months ended June 30, 2024, the company recognized an impairment of zero and $ 4.8 million, respectively, recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

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 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.

At June 30, 2025 and December 31, 2024, the carrying value of our restricted investment was $ 83.0 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 $ 29.8 million and $ 18.2 million, respectively.

The fair value at June 30, 2025 and December 31, 2024 was $ 82.2 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

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

June 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

Debt and Finance Lease Obligations

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

March 31, 2025

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

June 30, 2025

Debt and Finance Lease Obligations

In millions June 30, 2025 December 31, 2024

Variable interest rate debt (1)

$ 484.5 $ 555.2

Fixed rate debt (2)

Finance lease obligations (3)

Total debt including finance lease obligations $ 1,334.0 $ 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 June 30, 2025 and December 31, 2024, the fair value of our fixed rate debt was $ 725.5 million and $ 703.2 million, respectively, based on Level 2 inputs.

(3) At June 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 $ 82.1 million and $ 82.2 million, respectively, based on 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 March 31, 2025 December 31, 2024

In millions June 30, 2025 December 31, 2024

Raw materials $ 61.5 $ 97.6

4 unchanged sentences

Inventories, net $ 220.3 $ 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.

During the six months ended June 30, 2025, lower raw material prices, primarily Crude Tall Oil ("CTO") within our Performance Chemicals reportable segment domestic inventory, resulted in a reduction to our LIFO reserve.

Additionally, LIFO inventory quantities, 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 have resulted in a pre-tax decrease to the LIFO reserve of $ 6.5 million, recorded in "Cost of sales" on our condensed consolidated statement of operations.

Property, Plant, and Equipment, net

In millions March 31, 2025 December 31, 2024

In millions June 30, 2025 December 31, 2024

Machinery and equipment $ 1,325.4 $ 1,296.4

4 unchanged sentences

accumulated depreciation ( 993.4 ) ( 956.9 )

( 973.3 ) ( 956.9 )

Property, plant, and equipment, net $ 654.6 $ 658.9

_______________

(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 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

June 30, 2025

Goodwill and Other Intangible Assets, net

1 unchanged sentence

In millions Performance Materials Performance Chemicals Advanced Polymer Technologies Total

Goodwill $ 4.3 $ 349.1 $ 170.9 $ 524.3

Accumulated impairment losses — ( 349.1 ) — ( 349.1 )

Balance as of December 31, 2024 (1)

1 unchanged sentence

Foreign currency translation — — 12.9 12.9

Balance as of March 31, 2025

Goodwill impairment charge — — ( 183.8 ) ( 183.8 )

Balance as of June 30, 2025

$ 4.3 $ — $ — $ 4.3

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

_______________

(1) Includes accumulated impairment losses of $ 349.1 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, intangible assets, 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 three and six months ended June 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 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 $ 349.1 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 three and six months ended June 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

June 30, 2025

Other Intangible Assets

3 unchanged sentences

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

Retirements — — ( 1.8 ) ( 1.8 )

Foreign currency translation 15.0 6.3 6.0 27.3

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

June 30, 2025 $ 279.9 $ 97.7 $ 92.9 $ 470.5

Accumulated Amortization

1 unchanged sentence

Amortization ( 7.6 ) ( 2.8 ) ( 4.8 ) ( 15.2 )

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

Retirements — — 0.9 0.9

Foreign currency translation ( 5.5 ) ( 2.1 ) ( 3.3 ) ( 10.9 )

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

June 30, 2025 $ ( 101.5 ) $ ( 40.3 ) $ ( 49.6 ) $ ( 191.4 )

Other intangibles, net $ 178.4 $ 57.4 $ 43.3 $ 279.1

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 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 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 March 31, 2025 December 31, 2024

In millions June 30, 2025 December 31, 2024

Performance Materials $ 1.1 $ 1.2

2 unchanged sentences

Other intangibles, net $ 279.1 $ 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

10 unchanged sentences

Foreign Currency Exchange Risk Management

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.

As of June 30, 2025, there were $ 4.3 million open foreign currency derivative contracts.

The fair value of the designated foreign currency hedge contracts was a net asset (liability) of $( 0.3 ) million and $ 0.1 million at June 30, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

Commodity Price Risk Management

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.

As of June 30, 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 June 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 $( 0.5 ) million and $ 0.3 million as of June 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 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 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 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 $( 0.1 ) million and $ 0.6 million at March 31, 2025 and December 31, 2024, respectively.

dollar SOFR, which was 4.32 percent as of June 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 $( 0.2 ) million and $ 0.6 million at June 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 March 31,

Three Months Ended June 30,

2025 2024 2025 2024

4 unchanged sentences

Total $ ( 1.8 ) $ 0.1 $ ( 0.1 ) $ ( 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)

Six Months Ended June 30,

2025 2024 2025 2024

Cash flow hedging derivatives

Currency exchange contracts $ ( 0.5 ) $ 0.1 $ ( 0.2 ) $ — Net sales

Natural gas contracts ( 0.4 ) ( 0.4 ) ( 0.1 ) ( 1.5 ) Cost of sales

Interest rate swap contracts ( 0.8 ) — — — Interest expense, net

Total $ ( 1.7 ) $ ( 0.3 ) $ ( 0.3 ) $ ( 1.5 )

Within the next twelve months, we expect to reclassify $ 0.4 million of net gains from AOCI to income, before taxes.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

June 30, 2025

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 March 31, 2025, or December 31, 2024.

March 31, 2025

There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of June 30, 2025, or December 31, 2024.

June 30, 2025

In millions Level 1 (1)

Natural gas contracts (4)

$ — $ 1.2 $ — $ 1.2

Currency exchange contracts (4)

$ — $ 0.2 $ — $ 0.2

Total assets $ — $ 0.2 $ — $ 0.2

15 unchanged sentences

Total liabilities $ — $ 0.2 $ — $ 0.2

_______________

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

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

Debt, including Finance Lease Obligations

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

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

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

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

10 unchanged sentences

_______________

(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.

(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 $ 400.0 million and $ 302.4 million at June 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 6.59 percent and 7.48 percent for the period ended June 30, 2025 and December 31, 2024, respectively.

(3) As of June 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 $ 83.0 million and $ 81.6 million as of June 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 5.82 percent and 6.65 percent for the period ended March 31, 2025 and December 31, 2024, respectively.

(4) The effective interest rate associated with our accounts receivable securitization program was 5.25 percent and 6.65 percent for the period ended June 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.

2 unchanged sentences

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 March 31, 2025.

We were in compliance with all covenants under the indenture as of June 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.

2 unchanged sentences

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 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.

As calculated per the credit agreement, our net leverage for the four consecutive quarters ended June 30, 2025 was 2.9 , and our actual interest coverage for the four consecutive quarters ended June 30, 2025 was 5.0 .

We were in compliance with all covenants under the credit agreement at June 30, 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 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) — — — ( 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

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

8 unchanged sentences

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

Accumulated other comprehensive income (loss)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

18 unchanged sentences

Ending balance $ 2.5 $ 0.5 $ 2.5 $ 0.5

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

Total AOCI ending balance at June 30 $ 4.2 $ ( 37.5 ) $ 4.2 $ ( 37.5 )

Reclassifications of accumulated other comprehensive income (loss)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

Derivative instruments

Currency exchange contracts (1)

$ ( 0.2 ) $ — $ ( 0.2 ) $ —

Natural gas contracts (1)

5 unchanged sentences

(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

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 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

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 six months ended June 30, 2025 and 2024, we repurchased no common stock.

At June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

7 unchanged sentences

1.7 3.7 4.3 9.7

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

Three Months Ended June 30, 2025 $ 1.7 $ 12.6 $ 7.6 $ 21.9

Performance Chemicals repositioning $ 1.0 $ 7.2 $ 1.8 $ 10.0

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

Three Months Ended June 30, 2024 $ 1.0 $ 7.2 $ 1.8 $ 10.0

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

Asset disposal charges (2)

Performance Chemicals repositioning $ — $ 20.1 $ 3.2 $ 23.3

2.5 4.0 4.4 10.9

Six Months Ended June 30, 2025 $ 2.5 $ 24.1 $ 7.6 $ 34.2

Performance Chemicals repositioning $ 3.1 $ 12.4 $ 56.8 $ 72.3

Six Months Ended June 30, 2024 $ 3.1 $ 12.4 $ 56.8 $ 72.3

_______________

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

1 unchanged sentence

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.

(3) 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 six months ended June 30, 2025 of $ 9.7 million and $ 10.9 million, respectively.

Performance Chemicals Repositioning

2 unchanged sentences

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.

The repositioning included the closure of the

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

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 the Performance Chemicals reportable segment from our Crossett, Arkansas manufacturing plant (the “Crossett Facility”) to our North Charleston, South Carolina manufacturing plant.

5 unchanged sentences

We expect to incur aggregate charges of approximately $ 365 million, excluding the CTO resale activity as described below, 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 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.

Through June 30, 2025, we have incurred $ 335.1 million associated with these actions, including $ 248.0 million of non-cash asset-related charges, and $ 87.1 million of charges to be settled in cash.

As of June 30, 2025, $ 71.1 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$ 10 to $ 15 million during the remainder of 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.

1 unchanged sentence

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 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.

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

As a result, we recorded zero and $ 2.5 million of non-cash, lower of cost or market, inventory charges for the three and six months ended June 30, 2024, respectively.

These charges were made to adjust the carrying value of the affected inventory to its estimated realizable value, net of disposal costs, and 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.

1 unchanged sentence

CTO Resale Activity

The CTO resale activity described below ended in 2024 and no excess CTO volumes were on hand at June 30, 2025.

The DeRidder Plant closure, and the corresponding reduction in CTO refining capacity, significantly reduced our CTO volume requirements.

1 unchanged sentence

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

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.

For the three and six months ended June 30 2024, we incurred $ 23.5 million and $ 50.0 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.

2 unchanged sentences

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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

Other (income) charges, net

1 unchanged sentence

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

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.

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

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 six months ended June 30, 2024, we incurred charges of $ 3.1 million and $ 3.6 million, respectively.

Restructuring and Other (Income) Charges, net Reserves

15 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Effective tax rate (1)

( 2.7 ) % 15.2 % ( 8.7 ) % 16.4 %

_______________

(1) The decrease in the effective rate for the three and six months ended June 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”).

9 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

Three Months Ended March 31,

Three Months Ended June 30,

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)

2.5 0.6 ( 0.1 ) —

Goodwill impairment (3)

183.8 5.1 349.1 57.0

Proxy contest charges (4)

Other tax only discrete items

— ( 0.2 ) — ( 0.5 )

Total discrete items 208.5 10.8 359.0 58.9

1 unchanged sentence

22.2 % 33.5 %

Six Months Ended June 30,

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

Consolidated operations $ ( 115.9 ) $ 10.1 ( 8.7 ) % $ ( 406.5 ) $ ( 66.8 ) 16.4 %

Discrete items:

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

34.2 8.1 74.8 17.5

(Gain) loss on strategic investments (2)

2.5 0.6 4.7 1.1

Goodwill impairment (3)

183.8 5.1 349.1 57.0

Proxy contest charges (4)

Other tax only discrete items — ( 0.6 ) — ( 1.4 )

Total discrete items 228.7 15.1 428.6 74.2

Consolidated operations, before discrete items $ 112.8 $ 25.2 $ 22.1 $ 7.4

22.3 % 34.5 %

_______________

(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.

For the three and six months ended June 30, 2024, the charge includes zero and $ 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.

1 unchanged sentence

(3) See Note 7 for further information.

(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.

(4) See Note 14 for further information.

(5) Decrease in EAETR for the three and six months ended June 30, 2025, as compared to June 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 increase in U.S.

taxable income in 2025 is driving an increased benefit from the foreign-derived intangible income deduction as compared to 2024.

The EAETR tax percentage shown for three and six months ended June 30, 2024 may not precisely recalculate due to rounding.

At June 30, 2025 and December 31, 2024, we had deferred tax assets of $ 12.0 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.

1 unchanged sentence

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 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.

As of June 30, 2025, we cannot objectively assert that these deferred tax assets are more likely than not to be realized and therefore

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

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.

6 unchanged sentences

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 March 31, 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

No tax impacts of Pillar Two were recorded for the quarter ended June 30, 2025.

Commitments and Contingencies

17 unchanged sentences

Final resolution of these appeals could take up to 12 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.

As of June 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 jury's verdict, $ 85.0 million, is accrued in "Accrued expenses" on the condensed consolidated balance sheets as of June 30, 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.

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 June 30, 2025 and December 31, 2024, the total amount accrued, inclusive of post-judgement interest, was $ 93.4 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

March 31, 2025

June 30, 2025

Segment Information

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.

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.

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.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

10 unchanged sentences

( 21.9 ) ( 13.1 ) ( 34.2 ) ( 75.9 )

Goodwill impairment charge (4)

( 183.8 ) ( 349.1 ) ( 183.8 ) ( 349.1 )

Acquisition and other-related income (costs), net (5)

— 0.2 — ( 0.1 )

Inventory charges (6)

— — — ( 2.5 )

Loss on CTO resales (7)

— ( 23.5 ) — ( 50.0 )

Gain (loss) on strategic investments (8)

( 2.5 ) 0.1 ( 2.5 ) ( 4.7 )

Proxy contest charges (9)

( 0.3 ) — ( 8.2 ) —

Net income (loss) $ ( 146.5 ) $ ( 283.7 ) $ ( 126.0 ) $ ( 339.7 )

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

Three Months Ended March 31,

Three Months Ended June 30,

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

8 unchanged sentences

Segment EBITDA $ 77.1 $ 32.0 $ 0.9 $ 82.2 $ 9.3 $ 9.8

Six Months Ended June 30,

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

Net sales (i)

$ 300.7 $ 262.9 $ 85.5 $ 302.3 $ 332.5 $ 95.9

Cost of sales (ii) (iii)

113.2 194.6 59.3 113.5 292.1 64.8

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

32.7 37.6 12.7 28.4 40.9 11.4

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

( 1.4 ) ( 1.0 ) 0.1 0.2 0.8 0.4

Segment EBITDA $ 156.2 $ 31.7 $ 13.4 $ 160.2 $ ( 1.3 ) $ 19.3

_______________

(i) Relates to external customers only.

5 unchanged sentences

(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.

gain (loss) on 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

3 unchanged sentences

Restructuring and other (income) charges, net $ 21.9 $ 13.1 $ 34.2 $ 75.9

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

(4) For the three and six months ended June 30, 2025, charge relates to the Advanced Polymer Technologies reportable segment.

For the three and six months ended June 30, 2024, charge relates to the Performance Chemicals reportable segment.

Refer to note 7 for more information.

(5) 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 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.

For the three and six months ended June 30, 2024, charges relate to the Performance Chemicals reportable segment.

(6) For the three and six months ended June 30, 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.

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

(7) For the three and six months ended June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

3 unchanged sentences

(Gain) loss on strategic investments $ 2.5 $ ( 0.1 ) $ 2.5 $ 4.7

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(9) 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,

Depreciation and amortization Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

3 unchanged sentences

Total depreciation and amortization $ 25.6 $ 27.3 $ 50.5 $ 56.9

Capital expenditures Three Months Ended March 31,

Capital expenditures Three Months Ended June 30, Six Months Ended June 30,

In millions 2025 2024 2025 2024

3 unchanged sentences

Total capital expenditures $ 12.2 $ 18.1 $ 22.2 $ 34.7

In millions March 31, 2025 December 31, 2024

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

In millions June 30, 2025 December 31, 2024

Performance Materials $ 853.2 $ 824.3

6 unchanged sentences

_______________

(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) 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

9 unchanged sentences

_______________

(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

(1) For the three and six months ended June 30, 2025 and 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.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In thousands 2025 2024 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