What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-05 · 357 added, 242 removed, 687 unchanged (47% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

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

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

In millions, except per share data 2025 2024 2025 2024

9 unchanged sentences

Interest expense, net 18.4 23.8 56.4 69.3

Income (loss) before income taxes ( 142.7 ) ( 334.6 ) ( 115.9 ) ( 406.5 )

Provision (benefit) for income taxes 3.8 ( 50.9 ) 10.1 ( 66.8 )

Income (loss) from continuing operations before income taxes 62.2 54.0 ( 36.7 ) ( 164.6 )

Provision (benefit) for income taxes on continuing operations 21.4 6.5 34.8 ( 23.6 )

Net income (loss) from continuing operations 40.8 47.5 ( 71.5 ) ( 141.0 )

Income (loss) from discontinued operations, net of income taxes 2.7 ( 154.7 ) ( 11.0 ) ( 305.9 )

Net income (loss) $ 43.5 $ ( 107.2 ) $ ( 82.5 ) $ ( 446.9 )

Per share data

Basic earnings (loss) per share from continuing operations $ 1.12 $ 1.31 $ ( 1.97 ) $ ( 3.88 )

Basic earnings (loss) per share from discontinued operations 0.08 ( 4.26 ) ( 0.30 ) ( 8.43 )

Basic earnings (loss) per share $ 1.20 $ ( 2.95 ) $ ( 2.27 ) $ ( 12.31 )

Diluted earnings (loss) per share from continuing operations $ 1.10 $ 1.30 $ ( 1.97 ) $ ( 3.88 )

Diluted earnings (loss) per share from discontinued operations 0.08 ( 4.24 ) ( 0.30 ) ( 8.43 )

Diluted earnings (loss) per share $ 1.18 $ ( 2.94 ) $ ( 2.27 ) $ ( 12.31 )

2 unchanged sentences

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

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

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

In millions 2025 2024 2025 2024

6 unchanged sentences

Derivative instruments:

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

Unrealized gain (loss), net of tax provision (benefit) of $( 0.2 ), $( 0.4 ), $( 0.6 ) and $( 0.5 )

( 0.7 ) ( 1.6 ) ( 2.0 ) ( 1.8 )

1 unchanged sentence

( 0.1 ) 0.7 0.1 1.8

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

Total derivative instruments, net of tax provision (benefit) of $( 0.3 ), $( 0.3 ), $( 0.6 ) and zero

( 0.8 ) ( 0.9 ) ( 1.9 ) —

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

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

Other comprehensive income (loss), net of tax provision (benefit) of $( 0.3 ), $( 0.3 ), $( 0.6 ) and zero

( 6.6 ) 34.0 39.0 23.2

2 unchanged sentences

INGEVITY CORPORATION

Condensed Consolidated Balance Sheets

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

Assets (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

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

Cash and cash equivalents $ 83.4 $ 68.0

2 unchanged sentences

Prepaid and other current assets 45.8 51.1

Current assets of discontinued operations 31.2 61.6

Current assets 522.2 493.2

7 unchanged sentences

Other assets 77.0 79.3

Noncurrent assets of discontinued operations 24.3 28.3

Total Assets $ 1,833.8 $ 2,022.6

5 unchanged sentences

Income taxes payable 6.3 5.6

Current liabilities of discontinued operations 4.6 5.0

Current liabilities 411.6 264.1

3 unchanged sentences

Other liabilities 41.7 130.6

Noncurrent liabilities of discontinued operations 6.8 9.8

Total Liabilities 1,695.7 1,827.4

16 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

In millions 2025 (1)

5 unchanged sentences

Deferred income taxes 20.9 ( 111.0 )

Disposal/impairment of assets 1.8 1.0

Restructuring and other (income) charges, net 44.1 162.8

4 unchanged sentences

Goodwill impairment charge 183.8 349.1

CTO supply contract termination charges — 100.0

Other non-cash items 7.5 9.4

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

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

Accounts receivable, net ( 33.9 ) ( 7.0 )

1 unchanged sentence

Prepaid and other current assets ( 0.6 ) 8.9

Planned major maintenance outage ( 3.0 ) ( 2.8 )

Accounts payable 5.9 ( 62.4 )

5 unchanged sentences

CTO resales cash inflow (outflow), net 6.2 ( 45.0 )

CTO supply contract termination cash outflow — ( 50.0 )

Changes in other operating assets and liabilities, net 6.0 1.2

2 unchanged sentences

Capital expenditures $ ( 34.1 ) $ ( 52.7 )

Proceeds from disposition of assets 3.6 —

Purchase of strategic investments ( 21.0 ) —

Other investing activities, net 12.7 1.2

5 unchanged sentences

Tax payments related to withholdings on vested equity awards ( 2.8 ) ( 2.9 )

Proceeds and withholdings from share-based compensation plans, net 0.6 —

Repurchases of common stock under stock repurchase plan ( 25.2 ) —

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

5 unchanged sentences

$ 114.4 $ 153.5

(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.

(1) The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities.

Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

(2) Includes restricted cash of $ 31.0 million and $ 18.0 million and cash and cash equivalents of $ 83.4 million and $ 135.5 million at September 30, 2025 and 2024, respectively.

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

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 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, paint for road markings, oil drilling, and automotive components.

Our products are used in a variety of demanding applications, including agrochemicals, asphalt paving, bioplastics, coatings, elastomers, paint for road markings, and automotive components.

We operate in three reportable segments:

Performance Materials, Performance Chemicals, and Advanced Polymer Technologies.

Industrial Specialties Divestiture

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

The Company has determined that the industrial specialties product line and CTO Refinery included within the Divestiture meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results.

As such, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above as the Divestiture, are presented as discontinued operations.

The Divestiture is expected to close by early 2026.

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

See Note 16 for more information.

Basis of Consolidation and Presentation

1 unchanged sentence

Accordingly, the accompanying Condensed Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for full financial statements and should be read in conjunction with the Annual Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022, collectively referred to as the "Annual Consolidated Financial Statements," included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report").

In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments which include only normal recurring adjustments necessary to fairly present the financial position, results of operations, and cash flows for the interim periods presented and contain adequate disclosures to make the information presented not misleading.

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

The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

1 unchanged sentence

Actual results could differ from these estimates.

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

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

New Accounting Guidance

2 unchanged sentences

We consider the applicability and impact of all ASUs.

Recently issued ASUs that are not listed within this Form 10-Q have been assessed and determined to be either not applicable or are not expected to have a material impact on the Condensed Consolidated Financial Statements.

Recently issued ASUs that are not listed within this Form 10-Q have been assessed and

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

Recently Issued Accounting Pronouncements

2 unchanged sentences

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.

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

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which is intended to enhance disclosures regarding significant expenses.

The purpose of the amendment is to provide readers of the financial statements with information to better understand an entity's overall performance, assess potential future cash flows, and compare an entity's performance over time and with that of other entities.

The guidance is effective beginning with our

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 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.

The guidance is effective beginning with our 2027 fiscal year Form 10-K.

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

Disaggregation of Net Sales

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

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

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

In millions 2025 2024 2025 2024

Performance Materials segment $ 155.0 $ 151.1 $ 455.7 $ 453.4

Road Technologies product line 119.5 129.1 163.8 174.8

Industrial Specialties product line (1)

48.4 56.4 99.1 157.7

Performance Chemicals segment (1)

139.9 133.9 333.1 338.7

Advanced Polymer Technologies segment 38.2 48.8 123.7 144.7

1 unchanged sentence

_______________

(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.

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

Refer to Note 16 for more information.

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

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

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

In millions 2025 2024 2025 2024

7 unchanged sentences

_______________

(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.

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Contract Balances

3 unchanged sentences

For all periods presented, we had no contract liabilities.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 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, 2025

Fair Value Measurements

3 unchanged sentences

In millions Level 1 (1)

June 30, 2025

September 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 $ 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

June 30, 2025

In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $ 17.9 million and $ 16.5 million at September 30, 2025 and December 31, 2024, respectively.

Nonrecurring Fair Value Measurements

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

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

Strategic Investments

Equity Method Investments

The aggregate carrying value of all strategic equity method investments totaled $ 15.9 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.

The aggregate carrying value of all strategic equity method investments totaled $ 15.8 million and $ 15.4 million at September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, we had approximately $ 4.3 million of unfunded commitments associated with a venture capital fund investment accounted for under the equity method of accounting.

We anticipate this will be paid over a period of 10 years, beginning from the fourth quarter of 2022.

For the three and 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.

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

There were no adjustments to the carrying value of equity method investments for impairment for the periods ended September 30, 2025 and December 31, 2024, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Measurement Alternative Investments

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.

During the third quarter of 2025, strategic investments accounted for under the measurement alternative method increased $ 20.0 million.

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 89.4 million and $ 71.9 million at September 30, 2025 and December 31, 2024, respectively.

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

For the nine months ended September 30, 2025, the company recognized an impairment of $ 2.5 million, recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

For the three and nine months ended September 30, 2024, the company recognized an impairment of $ 2.2 million recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

Restricted Investment

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 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.

At September 30, 2025 and December 31, 2024, the carrying value of our restricted investment was $ 83.7 million and $ 81.6 million, net of an allowance for credit losses of $ 0.2 million and $ 0.2 million, and included restricted cash of $ 30.5 million and $ 18.2 million, respectively.

The fair value at September 30, 2025 and December 31, 2024 was $ 83.1 million and $ 80.3 million, respectively, based on Level 1 inputs.

The following table shows the total amortized cost of our HTM debt securities by credit rating, excluding the allowance for credit losses and cash.

3 unchanged sentences

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

June 30, 2025 $ 13.2 10.5 13.1 6.6 10.0 $ 53.4

September 30, 2025 $ 13.2 10.5 13.1 6.6 10.0 $ 53.4

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

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Debt and Finance Lease Obligations

In millions June 30, 2025 December 31, 2024

In millions September 30, 2025 December 31, 2024

Variable interest rate debt (1)

6 unchanged sentences

(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.

As of September 30, 2025 and December 31, 2024, the fair value of our fixed rate debt was $ 729.0 million and $ 703.2 million, respectively, based on Level 2 inputs.

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

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

Inventories, net

In millions June 30, 2025 December 31, 2024

In millions September 30, 2025 December 31, 2024

Raw materials $ 46.7 $ 43.4

4 unchanged sentences

Inventories, net $ 193.7 $ 180.8

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 June 30, 2025 December 31, 2024

In millions September 30, 2025 December 31, 2024

Machinery and equipment $ 1,326.3 $ 1,255.4

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Goodwill and Other Intangible Assets, net

5 unchanged sentences

Goodwill impairment charge — — ( 183.8 ) ( 183.8 )

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 4.3 $ — $ — $ 4.3

3 unchanged sentences

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.

As a result, we conducted an analysis of the APT reporting unit's goodwill and long-lived assets.

This analysis incorporated revised expectations regarding the pace and strength of industrial demand recovery in key markets.

4 unchanged sentences

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.

The charge is included within Goodwill impairment charge on the condensed consolidated statements of operations for the nine months ended September 30, 2025.

Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.

Goodwill Impairment Charge - Performance Chemicals

During the second quarter of 2024, our contracted long-term supplier of 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.

During the second quarter of 2024, our contracted long-term supplier of Crude Tall Oil ("CTO") provided new information regarding the cost of CTO for the second half of 2024, which significantly exceeded our forecasted costs, resulting in a triggering event for our Performance Chemicals reporting unit.

We performed an analysis of the reporting unit's goodwill, intangibles, and long-lived assets.

4 unchanged sentences

As a result, we concluded that the carrying value of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $ 306.6 million, which represented all of the goodwill within the Performance Chemicals' reportable segment.

The charge was included within Goodwill impairment charge on the condensed consolidated statements of operations for the three and six months ended June 30, 2024.

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

Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Other Intangible Assets

5 unchanged sentences

Foreign currency translation 11.4 4.9 4.6 20.9

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

September 30, 2025 $ 276.3 $ 96.3 $ 91.5 $ 464.1

Accumulated Amortization

3 unchanged sentences

Foreign currency translation ( 4.0 ) ( 1.7 ) ( 2.5 ) ( 8.2 )

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

September 30, 2025 $ ( 104.0 ) $ ( 41.3 ) $ ( 51.2 ) $ ( 196.5 )

Other intangibles, net $ 172.3 $ 55.0 $ 40.3 $ 267.6

2 unchanged sentences

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

In millions June 30, 2025 December 31, 2024

In millions September 30, 2025 December 31, 2024

Performance Materials $ 1.0 $ 1.2

3 unchanged sentences

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

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

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

In millions 2025 2024 2025 2024

Selling, general, and administrative expenses $ 7.8 $ 7.7 $ 23.0 $ 22.7

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

Total amortization expense $ 7.8 $ 7.7 $ 23.0 $ 22.7

_______________

(1) Amounts recorded to Restructuring and other (income) charges, net are not included within segment depreciation and amortization.

Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows:

4 unchanged sentences

Foreign Currency Exchange Risk Management

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.

As of September 30, 2025, there were $ 1.8 million open foreign currency derivative contracts.

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Commodity Price Risk Management

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.

As of September 30, 2025, we had 1.5 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges.

As of September 30, 2025, open natural gas derivative contracts hedge a portion of forecasted transactions until September 2026.

The fair value of the open natural gas derivative contracts was a net asset (liability) of $( 0.8 ) million and $ 0.3 million as of September 30, 2025 and December 31, 2024, respectively.

Interest Rate Risk Management

1 unchanged sentence

In accordance with the terms of this instrument, we receive floating rate interest payments based upon one-month U.S.

dollar SOFR, which was 4.32 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.

dollar SOFR, which was 4.13 percent as of September 30, 2025, and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026.

The fair value of the interest rate swap was an asset (liability) of $( 0.3 ) million and $ 0.6 million at September 30, 2025 and December 31, 2024, respectively.

Effect of Cash Flow Hedge Accounting on AOCI

In millions Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified from AOCI into Net income (loss) Location of Gain (Loss) Reclassified from AOCI in Net income (loss)

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

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,

Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 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 June 30, 2025, or December 31, 2024.

June 30, 2025

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

September 30, 2025

In millions Level 1 (1)

28 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Debt, including Finance Lease Obligations

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

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

In millions, except percentages September 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 $ 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.

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

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

(3) As of September 30, 2025 and December 31, 2024, $ 80.0 million of the finance lease obligations upon maturity will be settled utilizing liquid assets that have been placed into a trust established strictly for this purpose.

The trust is presented as Restricted investments on the condensed consolidated balance sheets in the amount of $ 83.7 million and $ 81.6 million as of September 30, 2025 and December 31, 2024, respectively.

Refer to Note 4, under the section:

Restricted Investment , for more information.

(4) The effective interest rate associated with our accounts receivable securitization program was 5.25 percent and 6.65 percent for the period ended June 30, 2025 and December 31, 2024, respectively.

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

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

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 June 30, 2025.

We were in compliance with all covenants under the indenture as of September 30, 2025.

The credit agreement governing our revolving credit facility contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-compliance with covenants and cross-defaults to other material indebtedness.

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 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.

As calculated per the credit agreement, our net leverage for the four consecutive quarters ended September 30, 2025 was 2.7 , and our actual interest coverage for the four consecutive quarters ended September 30, 2025 was 5.5 .

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

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

13 unchanged sentences

Balance at June 30, 2025 43,800 $ 0.4 $ 185.3 $ 446.0 $ 4.2 $ ( 515.2 ) $ 120.7

Net income (loss) — — — 43.5 — — 43.5

Other comprehensive income (loss) — — — — ( 6.6 ) — ( 6.6 )

Common stock issued 9 — — — — — —

Exercise of stock options, net 22 — 0.6 — — — 0.6

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

Share repurchase program — — — — — ( 25.2 ) ( 25.2 )

Share-based compensation plans — — 5.3 — — — 5.3

Balance at September 30, 2025 43,831 $ 0.4 $ 191.2 $ 489.5 $ ( 2.4 ) $ ( 540.6 ) $ 138.1

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

14 unchanged sentences

Balance at June 30, 2024 43,605 $ 0.4 $ 171.6 $ 662.6 $ ( 37.5 ) $ ( 512.3 ) $ 284.8

Net income (loss) — — — ( 107.2 ) — — ( 107.2 )

Other comprehensive income (loss) — — — — 34.0 — 34.0

Common stock issued 17 — — — — — —

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

Share-based compensation plans — — 3.1 — — — 3.1

Balance at September 30, 2024 43,622 $ 0.4 $ 174.7 $ 555.4 $ ( 3.5 ) $ ( 512.5 ) $ 214.5

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Accumulated other comprehensive income (loss)

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

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

In millions 2025 2024 2025 2024

16 unchanged sentences

Beginning balance $ 2.5 $ 0.5 $ 2.5 $ 0.5

Amortization of actuarial and other (gains) losses, prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income — 0.1 — 0.1

tax (provision) benefit — — — —

Net actuarial and other (gains) losses, amortization of prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income — 0.1 — 0.1

Other comprehensive income (loss), net of tax — 0.1 — 0.1

Ending balance $ 2.5 $ 0.6 $ 2.5 $ 0.6

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Reclassifications of accumulated other comprehensive income (loss)

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

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

In millions 2025 2024 2025 2024

7 unchanged sentences

Amount included in net income (loss) $ 0.1 $ ( 0.7 ) $ ( 0.1 ) $ ( 1.8 )

Pension and other post retirement benefits

Amortization of prior service costs (2)

$ — $ ( 0.1 ) $ — $ ( 0.1 )

Total before tax — ( 0.1 ) — ( 0.1 )

(Provision) benefit for income taxes — — — —

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

_______________

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

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

1 unchanged sentence

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.

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.

Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

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

At September 30, 2025, $ 328.4 million remained unused under the 2022 Authorization.

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

Restructuring and Other (Income) Charges, net

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

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

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

In millions 2025 2024 2025 2024

2 unchanged sentences

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Restructuring Charges

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

Asset disposal charges (2)

Asset disposal charges Total

Performance Chemicals repositioning $ — $ 0.7 $ — $ 0.7

0.1 0.2 — 0.3

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

Three Months Ended September 30, 2025 $ 0.1 $ 0.9 $ — $ 1.0

Performance Chemicals repositioning $ 1.3 $ 0.7 $ — $ 2.0

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

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

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

Asset disposal charges (2)

Asset disposal charges Total

Performance Chemicals repositioning $ — $ 2.1 $ — $ 2.1

2.6 1.0 4.4 8.0

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

Nine Months Ended September 30, 2025 $ 2.6 $ 3.1 $ 4.4 $ 10.1

Performance Chemicals repositioning $ 1.5 $ 1.9 $ — $ 3.4

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

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

_______________

(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 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.

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

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

Performance Chemicals Repositioning

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 diversifying our raw material stream to non-CTO based fatty acids.

We previously announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the company as a whole.

These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies.

The repositioning focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales.

The repositioning included the closure of the

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

See Note 16 for more information.

Expected Charges

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

Through September 30, 2025, we have incurred $ 344.7 million associated with these actions, including $ 248.0 million of non-cash asset-related charges, and $ 96.7 million of charges to be settled in cash.

As of September 30, 2025, $ 83.1 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred.

In total, we expect approximately $ 110 million of cash charges, including approximately $ 5 million during the remainder of 2025.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

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.

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

We ceased production at the Crossett Facility in the third quarter of 2024.

The actions referenced above, when combined with other targeted workforce reduction initiatives during 2024 and 2023, resulted in the reduction of Ingevity's global workforce by 23 percent.

Specific to Performance Chemicals, the reduction represented approximately 40 percent of the reportable segment's workforce.

Expected Charges

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 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.

September 30, 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 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.

Refer to Note 14 for more information.

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.

However, we were obligated, under an existing CTO supply contract, to purchase CTO volumes through 2025 at amounts in excess of the CTO volumes needed to support our business operations.

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

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.

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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

Other (income) charges, net

4 unchanged sentences

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.

During the three and nine months ended September 30, 2024, we incurred charges of $ 1.3 million and $ 4.9 million related to the transition plan, respectively.

Restructuring and Other (Income) Charges, net Reserves

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

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

Balance at Change in Cash Balance at

13 unchanged sentences

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

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

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

2025 2024 2025 2024

2 unchanged sentences

_______________

(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.

(1) The increase in the three months ended September 30, 2025, was due to a material discrete benefit booked in Q3 2024, in addition to the significant decrease in the foreign-derived intangible income deduction as a result of U.S.

tax reform enacted in Q3 2025.

The decrease in the effective rate in the nine months ended September 30, 2025, was primarily due to the goodwill impairment charge within our Advanced Polymers Technologies reportable segment, resulting in an overall book loss with a net tax liability.

We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology ("EAETR").

5 unchanged sentences

Depending on various factors, such as the item's significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter may materially impact the reported effective tax rate.

As a global enterprise, our tax expense may be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors.

As such, there may be significant volatility in interim tax provisions.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

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

Three Months Ended June 30,

September 30, 2025

global enterprise, our tax expense may be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors.

As such, there may be significant volatility in interim tax provisions.

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

Three Months Ended September 30,

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

Consolidated operations $ ( 142.7 ) $ 3.8 ( 2.7 ) % $ ( 334.6 ) $ ( 50.9 ) 15.2 %

Continuing operations $ 62.2 $ 21.4 34.4 % $ 54.0 $ 6.5 12.0 %

Discrete items:

2 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

1 unchanged sentence

Total discrete items 1.0 ( 1.4 ) 4.2 8.0

Consolidated operations, before discrete items $ 65.8 $ 14.6 $ 24.4 $ 8.0

Continuing operations, before discrete items $ 63.2 $ 20.0 $ 58.2 $ 14.5

31.6 % 24.9 %

Six Months Ended June 30,

Nine Months Ended September 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 %

Continuing operations $ ( 36.7 ) $ 34.8 ( 94.8 ) % $ ( 164.6 ) $ ( 23.6 ) 14.3 %

Discrete items:

8 unchanged sentences

Total discrete items 204.6 7.9 312.1 57.1

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

Continuing operations, before discrete items $ 167.9 $ 42.7 $ 147.5 $ 33.5

25.4 % 22.7 %

1 unchanged sentence

(1) See Note 11 for further information.

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.

(2) See Note 4 for further information.

1 unchanged sentence

(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.

(5) Increase in EAETR for the three and nine months ended September 30, 2025, as compared to September 30, 2024, primarily reflects a shift in the projected mix of earnings across jurisdictions with varying tax rates, most notably in the U.S.

Additionally, the foreign-derived intangible income deduction decreased significantly in 2025 compared to 2024 as a result of the One Big Beautiful Bill Act (OBBB) signed into law on July 4, 2025, which allowed immediate deductibility of previously amortizable expenses.

At September 30, 2025 and December 31, 2024, we had deferred tax assets of $ 12.1 million and $ 11.0 million, respectively, resulting from certain historical net operating losses from our Brazil and U.S.

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

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

As of September 30, 2025, we cannot objectively assert that these deferred tax assets are more likely than not to be realized and therefore we have maintained a valuation allowance.

We intend to continue maintaining a valuation

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

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.

September 30, 2025

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.

1 unchanged sentence

However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.

On July 4, 2025, the President signed into law the One Big Beautiful Bill ("OBBB") Act, a comprehensive tax reform package that significantly modifies U.S.

federal tax policy.

Based on the analysis performed by the Company, the OBBB will have an impact on cash taxes as a result of the ability to accelerate deductions.

Additionally, as noted above, the increased one-time deductibility of the previously amortizable expenses in 2025 is driving our benefit from the foreign-derived intangible income deduction down significantly, which is negatively impacting the effective tax rate.

During the third quarter of 2025, we determined that the earnings of our China subsidiaries are no longer permanently reinvested due to global trade volatility.

As a result of this change, we recorded deferred tax expense of $ 1.7 million relating to China withholding taxes.

With the exception of China, the Company does not currently expect to repatriate cash earnings from our foreign operations to fund U.S.

Pillar Two, released by the Organisation for Economic Cooperation and Development (OECD), went into effect on January 1, 2024.

2 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 June 30, 2025.

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

Commitments and Contingencies

15 unchanged sentences

District Court's November 2020 dismissal of our patent infringement claims against BASF.

Oral arguments on the appeals are scheduled for December 5, 2025 and final resolution could take up to 6 months.

Ingevity believes in the strength of its intellectual property and the merits of its position and intends to pursue all legal relief available to challenge these outcomes in the Delaware Proceeding.

Final resolution of these appeals could take up to 12 months.

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.

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

The full amount of the trebled

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

jury's verdict, $ 85.0 million, is accrued in "Accrued expenses" on the condensed consolidated balance sheets as of September 30, 2025 and the charge was included within "Other (income) expense, net" on the consolidated statements of operations for the year ended December 31, 2021.

In addition, as a result of the judgment being entered on May 18, 2023, we have started accruing for post-judgment interest at the legally mandated interest rate.

We expect that final resolution of these appeals will be complete within twelve months of the balance sheet date and, as a result, have reclassified the full amount of the verdict and post-judgment interest accrued to "Current liabilities." As of 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.

We expect that final resolution of these appeals will be complete within twelve months of the balance sheet date and, as a result, have reclassified the full amount of the verdict and post-judgment interest accrued to "Current liabilities." As of September 30, 2025 and December 31, 2024, the total amount accrued, inclusive of post-judgement interest, was $ 94.4 million and $ 91.4 million, respectively.

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

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Segment Information

4 unchanged sentences

Segment EBITDA enables the CODM to compare each business and make informed and consistent resource allocation decisions.

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

The historical industrial specialties product line that is classified as discontinued operations includes only direct operating expenses which the Company will no longer incur upon the close of the Divestiture.

Indirect costs, such as those related to corporate and shared service functions previously allocated to the industrial specialties product line, do not meet the criteria for discontinued operations and remain reported within continuing operations in Indirect costs allocated to Divestiture.

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

In millions 2025 2024 2025 2024

6 unchanged sentences

Interest expense, net ( 18.4 ) ( 23.8 ) ( 56.4 ) ( 69.3 )

(Provision) benefit for income taxes ( 3.8 ) 50.9 ( 10.1 ) 66.8

(Provision) benefit for income taxes on continuing operations ( 21.4 ) ( 6.5 ) ( 34.8 ) 23.6

Depreciation and amortization ( 27.7 ) ( 25.2 ) ( 77.4 ) ( 75.0 )

4 unchanged sentences

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 (6)

2 unchanged sentences

— — ( 8.2 ) —

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

Portfolio review expenses (8)

( 1.1 ) — ( 1.1 ) —

Indirect costs allocated to Divestiture (9)

( 4.2 ) ( 6.3 ) ( 11.7 ) ( 18.5 )

Net income (loss) from continuing operations $ 40.8 $ 47.5 $ ( 71.5 ) $ ( 141.0 )

_______________

(1) Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization).

We have excluded the following items from segment EBITDA:

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, 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.

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, pension and postretirement settlement and curtailment income (charges), net, and indirect costs allocated to Divestiture.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

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

Three Months Ended June 30,

Three Months Ended September 30,

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

1 unchanged sentence

$ 155.0 $ 139.9 $ 38.2 $ 151.1 $ 133.9 $ 48.8

Cost of sales (ii) (iii)

Cost of sales (ii)

58.9 99.5 22.1 56.4 95.7 32.2

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

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

16.3 15.4 6.4 14.1 11.6 5.4

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

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

( 0.1 ) 0.2 ( 0.2 ) — 2.3 1.4

Segment EBITDA $ 79.9 $ 24.8 $ 9.9 $ 80.6 $ 24.3 $ 9.8

Six Months Ended June 30,

Nine Months Ended September 30,

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

1 unchanged sentence

$ 455.7 $ 333.1 $ 123.7 $ 453.4 $ 338.7 $ 144.7

Cost of sales (ii) (iii)

Cost of sales (ii)

172.1 233.7 81.4 169.9 251.3 97.0

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

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

49.0 44.9 19.1 42.5 39.2 16.8

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

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

( 1.5 ) ( 0.6 ) ( 0.1 ) 0.2 2.9 1.8

4 unchanged sentences

(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 strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, depreciation, and amortization.

(iii) Includes Research and technical expenses.

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

gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, depreciation, and amortization.

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

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

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

In millions 2025 2024 2025 2024

2 unchanged sentences

Advanced Polymer Technologies 0.1 0.2 6.6 0.1

Indirect costs allocated to Divestiture

0.7 1.3 2.1 3.8

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

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.

(4) For the nine months ended September 30, 2025, charge relates to the Advanced Polymer Technologies reportable segment.

For the nine months ended September 30, 2024, charge relates to the Performance Chemicals reportable segment.

Refer to note 7 for more information.

(5) Charges represent (gains) losses incurred to complete and integrate acquisitions and other strategic investments.

(5) Charges represent income (losses) incurred to complete and integrate acquisitions and other strategic investments.

Charges may include the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and certain legal and professional fees associated with the completion of acquisitions and strategic investments.

For the three 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.

(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.

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

(6) We exclude gains and losses from strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment.

We believe that the inclusion of such gains or losses would impair the factors and trends affecting the historical financial performance of our reportable segments.

We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results.

We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results.

Refer to Note 4, under the section:

Strategic Investments , for more information.

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

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

In millions 2025 2024 2025 2024

4 unchanged sentences

(7) 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 June 30, Six Months Ended June 30,

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

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

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

In millions 2025 2024 2025 2024

Cost of sales $ 1.4 $ 2.9 $ 4.3 $ 8.7

Selling, general, and administrative expenses 2.7 2.9 7.5 9.0

Other (income) expense, net 0.1 0.5 ( 0.1 ) 0.8

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

Depreciation and amortization Three Months Ended September 30, Nine Months Ended September 30,

In millions 2025 2024 2025 2024

Performance Materials $ 11.3 $ 9.7 $ 31.1 $ 29.0

1 unchanged sentence

Advanced Polymer Technologies 8.9 7.9 24.9 23.0

Indirect costs allocated to Divestiture (1)

1.1 1.5 3.1 4.7

Total depreciation and amortization $ 27.7 $ 25.2 $ 77.4 $ 75.0

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

_______________

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

Capital expenditures Three Months Ended September 30, Nine Months Ended September 30,

In millions 2025 2024 2025 2024

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

June 30, 2025

In millions June 30, 2025 December 31, 2024

September 30, 2025

In millions September 30, 2025 December 31, 2024

Performance Materials $ 845.7 $ 824.3

2 unchanged sentences

Total segment assets $ 1,720.8 $ 1,869.7

$ 1,817.6 $ 1,959.6

Corporate and other (2)

Assets of discontinued operations 55.5 89.9

Total assets $ 1,833.8 $ 2,022.6

2 unchanged sentences

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."

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

Earnings (Loss) per Share

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

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

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

Net income (loss) from continuing operations $ 40.8 $ 47.5 $ ( 71.5 ) $ ( 141.0 )

Net income (loss) from discontinued operations 2.7 ( 154.7 ) ( 11.0 ) ( 305.9 )

Net income (loss) $ 43.5 $ ( 107.2 ) $ ( 82.5 ) $ ( 446.9 )

Basic and Diluted earnings (loss) per share

Basic earnings (loss) per share from continuing operations $ 1.12 $ 1.31 $ ( 1.97 ) $ ( 3.88 )

Basic earnings (loss) per share from discontinued operations 0.08 ( 4.26 ) ( 0.30 ) ( 8.43 )

Basic earnings (loss) per share (1)

$ 1.20 $ ( 2.95 ) $ ( 2.27 ) $ ( 12.31 )

Diluted earnings (loss) per share from continuing operations $ 1.10 $ 1.30 $ ( 1.97 ) $ ( 3.88 )

Diluted earnings (loss) per share from discontinued operations 0.08 ( 4.24 ) ( 0.30 ) ( 8.43 )

Diluted earnings (loss) per share (1)

$ 1.18 $ ( 2.94 ) $ ( 2.27 ) $ ( 12.31 )

Shares (in thousands)

4 unchanged sentences

_______________

(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.

(1) Earnings per share amounts shown for three months ended September 30, 2025 and September 30, 2024, may not precisely recalculate due to rounding.

(2) For the nine months ended September 30, 2025 and September 30, 2024, all potentially dilutive common shares were excluded from the calculation of diluted earnings (loss) per share as we had a net loss from continuing operations for the period.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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 June 30, Six Months Ended June 30,

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

In thousands 2025 2024 2025 2024

Average number of potential common shares - antidilutive 171 250 295 250

Discontinued Operations

Industrial Specialties Divestiture

The Divestiture, as defined in Note 1, is expected to close by early Q1 2026.

As such, the results of operations of the industrial specialties product line and CTO Refinery, are presented as discontinued operations.

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

The results of our discontinued operations are summarized below:

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

In millions 2025 2024 2025 2024

Net sales $ 29.0 $ 43.1 $ 98.7 $ 170.8

Cost of sales 18.0 44.8 76.2 182.9

Gross profit 11.0 ( 1.7 ) 22.5 ( 12.1 )

Selling, general, and administrative expenses 0.9 0.8 2.7 7.8

Research and technical expenses 0.6 0.5 2.1 2.8

Restructuring and other (income) charges, net 8.8 83.6 33.9 154.5

Goodwill impairment charge — — — 42.5

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

Income (loss) from discontinued operations before income taxes 1.7 ( 191.9 ) ( 15.3 ) ( 379.8 )

Provision (benefit) for income taxes on discontinued operations ( 1.0 ) ( 37.2 ) ( 4.3 ) ( 73.9 )

Income (loss) from discontinued operations, net of income taxes $ 2.7 $ ( 154.7 ) $ ( 11.0 ) $ ( 305.9 )

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

In millions September 30, 2025 December 31, 2024

Assets (Unaudited) (Unaudited)

Accounts receivable, net $ 9.8 $ 9.3

Inventories, net (1)

Prepaid and other current assets — 6.2

Current assets of discontinued operations $ 31.2 $ 61.6

Property, plant, and equipment, net 14.1 14.8

Operating lease assets, net 10.2 13.5

Noncurrent assets of discontinued operations $ 24.3 $ 28.3

Total Assets of discontinued operations $ 55.5 $ 89.9

Accrued payroll and employee benefits $ 0.4 $ 0.4

Current operating lease liabilities 4.2 4.6

Current liabilities of discontinued operations $ 4.6 $ 5.0

Noncurrent operating lease liabilities 6.8 9.8

Noncurrent liabilities of discontinued operations $ 6.8 $ 9.8

Total Liabilities of discontinued operations $ 11.4 $ 14.8

_______________

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

The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows.

The following table presents significant cash flow and non-cash information for the Discontinued Operations:

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Nine Months Ended September 30,

In millions 2025 2024

Cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Depreciation and amortization $ 1.1 $ 8.1

Restructuring and other (income) charges, net 33.9 154.5

CTO resales — 50.8

LIFO charge (liquidation) ( 20.5 ) 3.0

(Gain) loss on strategic investment — 9.3

Goodwill impairment charge — 42.5

CTO supply contract termination charges — 100.0

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

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

CTO resales cash inflow (outflow), net 6.2 ( 45.0 )

CTO supply contract termination cash outflow — ( 50.0 )

Cash provided by (used in) investing activities:

Capital expenditures $ ( 0.2 ) $ ( 5.7 )

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