What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-05 · 259 added, 238 removed, 250 unchanged (67% of the section changed)

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See "Cautionary Statements About Forward-Looking Statements" below and at the beginning of our 2024 Annual Report.

Unless otherwise indicated, the information in MD&A refer only to our continuing operations.

See Note 1 and 16 for more information.

Cautionary Statements Regarding Forward-Looking Statements

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In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:

• the anticipated timing, charges, costs and results of any current or future repositioning of our Performance Chemicals segment, including the oleo-based product refining transition and the closure of our plants in DeRidder, Louisiana and Crossett, Arkansas may differ materially from our estimates due to events that may occur as a result of, or in connection with, such repositioning efforts;

• our announced review of strategic alternatives for the industrial specialties product line and North Charleston, South Carolina crude tall oil (“CTO”) refinery may not result in a transaction and any transaction entered into may not yield the expected results or benefits;

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

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

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

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

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Recent Developments and Updates

Measurement Alternative Investments

During the second quarter of 2025, the company identified a trigger event indicating that an investment 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.

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.

One Big Beautiful Bill

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

federal tax policy.

We are currently evaluating the impacts of the OBBB, with preliminary observations indicating a notable impact on cash taxes due to the ability to accelerate deductions.

We currently expect the OBBB will have minimal impact to our effective tax rate for 2025.

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.

Refer to Note 16 for more information.

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 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.

See Note 16 for more information.

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.

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.

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.

Expected Savings and Impact

The Performance Chemicals repositioning, which began in November 2023, is 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.

For the three and six months ended June 30, 2025, we realized cash savings of approximately $11 million and $19 million, including $8 million and $14 million in Cost of sales, $3 million and $4 million in Selling, general, and administrative expenses, and zero and $1 million in Research and technical expenses, respectively.

Since November of 2023, we have realized total cash savings of approximately $103 million, including $82 million in Cost of sales, $16 million in Selling, general, and administrative expenses, and $5 million in Research and technical expenses, respectively.

All cash savings have been realized as of June 30, 2025.

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

All cash savings have been realized as of September 30, 2025.

These cash savings have been derived from headcount reductions, plant operating efficiencies, and reduced supply chain costs.

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

All savings have been realized as of June 30, 2025.

All savings have been realized as of 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.

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Results of Operations

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

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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)

Q3 2025 Performance Summary

Net sales declined primarily due to reduced performance in the Performance Chemicals segment, specifically within the road technologies and industrial specialties product lines.

The decrease in industrial specialties sales was largely driven by strategic repositioning efforts aimed at reducing exposure to lower-margin end-use markets, resulting in an estimated $5 million reduction in quarterly sales.

Additionally, unusually wet weather across much of the U.S.

delayed road construction projects, negatively impacting the road technologies line.

Further contributing factors included weaker customer demand, that accelerated toward the end of the quarter as a result of indirect tariff impacts within the Advanced Polymer Technologies reportable segment.

Net sales were flat to the prior year.

Increased Net sales in the Performance Chemicals reportable segment's road technologies product line and Performance Materials reportable segment was offset by lower volumes in Advanced Polymer Technologies due to the indirect impact of tariffs.

The table below shows the 2025 Net sales and variances from 2024:

In millions Prior year Net sales Volume Price/Mix Currency effect Current year Net sales

Three months ended June 30, 2025 vs.

Three months ended September 30, 2025 vs.

$ 333.8 (1.4) (0.3) 1.0 $ 333.1

Six months ended June 30, 2025 vs.

Nine months ended September 30, 2025 vs.

$ 936.8 (37.3) 11.9 1.1 $ 912.5

Three Months Ended June 30, 2025 vs 2024

The Net sales decrease of $25.5 million in 2025 was driven by a volume decline of $37.6 million (10 percent).

This decline was partially offset by favorable pricing and sales mix of $10.5 million (three percent) and favorable foreign currency exchange of $1.6 million (zero percent).

Six Months Ended June 30, 2025 vs.

The Net sales decrease of $81.6 million in 2025 was driven by a volume decline of $93.0 million (13 percent).

Three Months Ended September 30, 2025 vs 2024

The Net sales decrease of $0.7 million in 2025 was driven by a volume decline of $1.4 million (zero percent) and unfavorable pricing and sales mix of $0.3 million (zero percent).

This decline was partially offset by favorable foreign currency exchange of $1.0 million (zero percent).

Nine Months Ended September 30, 2025 vs.

The Net sales decrease of $24.3 million in 2025 was driven by a volume decline of $37.3 million (four percent).

This decline was partially offset by favorable pricing and sales mix of $11.9 million (one percent) and favorable foreign currency exchange of $1.1 million (zero percent).

Three Months Ended June 30, 2025 vs.

Gross profit increase of $14.7 million was driven primarily by favorable pricing and sales mix of $11.4 million, decreased manufacturing costs of $11.2 million, and a LIFO liquidation benefit of $4.1 million.

This increase was partially offset by unfavorable sales volume of $11.5 million, and unfavorable foreign currency exchange of $0.5 million.

Gross profit for the three months ended June 30, 2025 includes realized savings of $8.0 million from the Performance Chemicals repositioning actions initiated in 2023.

Six Months Ended June 30, 2025 vs.

Gross profit increase of $28.4 million was driven primarily by decreased manufacturing costs of $29.4 million, favorable pricing and sales mix of $9.8 million, and a LIFO liquidation benefit of $8.6 million.

This increase was partially offset by unfavorable sales volume of $19.2 million, and unfavorable foreign currency exchange of $0.2 million.

Gross profit for the six months ended June 30, 2025 includes realized savings of $14.0 million from the Performance Chemicals repositioning actions initiated in 2023.

Three Months Ended September 30, 2025 vs.

Gross profit increase of $2.3 million was driven primarily by decreased manufacturing costs of $5.4 million, favorable foreign currency exchange of $2.8 million, favorable pricing and sales mix of $0.5 million, and favorable sales volume of $0.2 million.

This increase was partially offset by LIFO charges of $6.6 million.

Nine Months Ended September 30, 2025 vs.

Gross profit increase of $8.8 million was driven primarily by decreased manufacturing costs of $22.7 million, favorable pricing and sales mix of $12.1 million, and favorable foreign currency exchange of $4.7 million.

This increase was partially offset by LIFO charges of $16.2 million, and unfavorable sales volume of $14.5 million.

Selling, general and administrative expenses

Three Months Ended June 30, 2025 vs 2024

SG&A was $44.2 million (12 percent of Net sales) and $41.4 million (11 percent of Net sales) for the three months ended June 30, 2025 and 2024, respectively.

Overall, SG&A increased by $2.8 million (seven percent) driven by increased variable incentive compensation of $3.8 million, and increased spending on commercial activities of $2.0 million.

These increased costs were partially offset by savings related to our Performance Chemicals repositioning actions of $3.0 million.

Six Months Ended June 30, 2025 vs.

SG&A was $87.3 million (13 percent of Net sales) and $88.6 million (12 percent of Net sales) for the six months ended June 30, 2025 and 2024, respectively.

Overall, SG&A decreased by $1.3 million (one percent) driven by our Performance Chemicals repositioning actions which included $4.0 million in cash savings, and reduced non-cash intangible amortization expense of $2.0 million.

These savings were offset by increased variable incentive compensation of $3.7 million, and increased spending on commercial activities of $1.0 million.

Three Months Ended September 30, 2025 vs 2024

SG&A was $44.1 million (13 percent of Net sales) and $37.9 million (11 percent of Net sales) for the three months ended September 30, 2025 and 2024, respectively.

Overall, SG&A increased by $6.2 million (16 percent), primarily driven by increased variable incentive compensation of $6.4 million, partially offset by decreased spending on commercial activities of $0.2 million.

Nine Months Ended September 30, 2025 vs.

SG&A was $129.6 million (14 percent of Net sales) and $119.5 million (13 percent of Net sales) for the nine months ended September 30, 2025 and 2024, respectively.

Overall, SG&A increased by $10.1 million (eight percent), driven by increased variable incentive compensation of $10.2 million, partially offset by decreased spending on commercial activities of $0.1 million.

Research and technical expenses

Three Months Ended June 30, 2025 vs 2024

Research and technical expenses as a percentage of Net sales was 2.1 percent and 1.9 percent for the three months ended June 30, 2025 and 2024, respectively.

Research and technical expenses as a percentage of Net sales increased due to lower sales.

Three Months Ended September 30, 2025 vs 2024

Research and technical expenses as a percentage of Net sales was 2.1 percent and 1.9 percent for the three months ended September 30, 2025 and 2024, respectively.

Overall, Research and technical expenses increased by $0.8 million, compared to the prior year quarter, primarily driven by an increase within our Performance Materials reportable segment.

Six Months Ended June 30, 2025 vs.

Research and technical expenses as a percentage of Net sales was 2.4 percent and 1.9 percent for the six months ended June 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 vs.

Research and technical expenses as a percentage of Net sales was 2.3 percent and 1.9 percent for the nine months ended September 30, 2025 and 2024, respectively.

Research and technical expenses as a percentage of Net sales increased due to lower sales.

Overall, Research and technical expenses increased by $1.4 million, compared to the prior year quarter, driven by a $2.4 million increase primarily within our Performance Materials reportable segment.

The increase was partially offset by approximately $1.0 million in cash savings realized from the Performance Chemicals repositioning actions initiated in 2023.

Overall, Research and technical expenses increased by $3.0 million, compared to the prior year, primarily driven by an increase within our Performance Materials reportable segment.

Restructuring and other (income) charges, net

Three and Six Months Ended June 30, 2025 vs.

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

Three and Nine Months Ended September 30, 2025 vs.

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

In millions 2025 2024 2025 2024

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Goodwill impairment charge

Three and Six Months Ended June 30, 2025 vs.

Goodwill impairment charge of $183.8 million for the three and six months ended June 30, 2025 within our Advanced Polymer Technologies reportable segment.

Goodwill impairment charge of $349.1 million for the three and six months ended June 30, 2024 within our Performance Chemicals reportable segment.

Three and Nine Months Ended September 30, 2025 vs.

Goodwill impairment charge of zero and $183.8 million for the three and nine months ended September 30, 2025, respectively, within our Advanced Polymer Technologies reportable segment.

Goodwill impairment charge of zero and $306.6 million for the three and nine months ended September 30, 2024, respectively, within our Performance Chemicals reportable segment.

See Note 7 for more information.

Acquisition-related costs

Three and Six Months Ended June 30, 2025 vs.

Acquisition-related (income) costs were zero for the three and six months ended June 30, 2025, and $(0.2) million and $0.1 million for the three and six months ended June 30, 2024, respectively.

Three and Nine Months Ended September 30, 2025 vs.

Acquisition-related (income) costs were zero for the three and nine months ended September 30, 2025, and $(0.1) million and zero for the three and nine months ended September 30, 2024, respectively.

All charges relate to the integration of Ozark Materials into our Performance Chemicals reportable segment.

Other (income) expense, net

Three and Six Months Ended June 30, 2025 vs.

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

Three and Nine Months Ended September 30, 2025 vs.

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

In millions 2025 2024 2025 2024

Foreign currency transaction (gain) loss $ 0.2 $ 1.0 $ (1.3) $ 3.1

Loss on CTO resales (1)

— 23.5 — 50.0

(Gain) loss on strategic investments (1)

— 2.2 2.5 2.1

CEO severance charges — 4.8 — 4.8

Proxy contest charges (2)

Portfolio review expenses (2)

Other (income) expense, net (0.1) (1.5) (1.0) (2.2)

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_______________

(1) See Notes 11 and 14 for more information.

(1) See Note 4 for more information.

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Interest expense, net

Three and Six Months Ended June 30, 2025 vs.

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

Three and Nine Months Ended September 30, 2025 vs.

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

In millions 2025 2024 2025 2024

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(3) See Note 13 for more information.

Provision (benefit) for income taxes

Three and Six Months Ended June 30, 2025 vs.

For the three months ended June 30, 2025 and 2024, our effective tax rate was (2.7) percent and 15.2 percent, respectively.

Excluding discrete items, the effective rate was 22.2 percent compared to 33.5 percent in the three months ended June 30, 2025 and 2024, respectively.

Provision (benefit) for income taxes on continuing operations

Three and Nine Months Ended September 30, 2025 vs.

For the three months ended September 30, 2025 and 2024, our effective tax rate was 34.4 percent and 12.0 percent, respectively.

Excluding discrete items, the effective rate was 31.6 percent compared to 24.9 percent in the three months ended September 30, 2025 and 2024, respectively.

See Note 12 for more information.

For the six months ended June 30, 2025 and 2024, our effective tax rate was (8.7) percent and 16.4 percent, respectively.

Excluding discrete items, the effective rate was 22.3 percent compared to 34.5 percent in the six months ended June 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, our effective tax rate was (94.8) percent and 14.3 percent, respectively.

Excluding discrete items, the effective rate was 25.4 percent compared to 22.7 percent in the nine months ended September 30, 2025 and 2024, respectively.

See Note 12 for more information.

Income (loss) from discontinued operations, net of income taxes

Three and Nine Months Ended September 30, 2025 vs.

Income (loss) from discontinued operations, net of income taxes was $2.7 million and $(11.0) million for the three and nine months ended September 30, 2025, respectively.

Income (loss) from discontinued operations, net of income taxes was $(154.7) million and $(305.9) million for the three and nine months ended September 30, 2024, respectively.

See Note 16 for more information.

Segment Operating Results

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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, including inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charge, acquisition and other-related income (costs), litigation verdict charges, gain (loss) on 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.

In general, the accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in the Annual Consolidated Financial Statements included in our 2024 Annual Report.

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Q3 2025 Performance Summary

Performance Materials Net sales decreased two percent compared to the prior year quarter.

Sales in North America was offset by declines in Europe and Asia, excluding China where sales were flat year over year.

Europe’s decline was attributed to tariff related uncertainty and the decline in Asia, excluding China, was due to timing of customer orders which benefited Q2 last year.

Segme nt EBITDA for Performance Materials decreased $5.1 million or six percent, and Segment EBITDA margin declined to 50.1 percent.

Segment EBITDA declined due to lower Net sales, investments in innovation, and one-time employee compensation costs.

In millions Three Months Ended June 30, Six Months Ended June 30,

Performance Materials Net sales increased three percent compared to the prior year quarter reflecting improved global automobile production.

Segme nt EBITDA for Performance Materials decreased $0.7 million or one percent, and Segment EBITDA margin declined to 51.5 percent.

The margin was lower due to higher variable compensation and foreign currency exchange, which offset the benefits from increased volumes and price.

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

2025 2024 2025 2024

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Segment EBITDA $ 79.9 $ 80.6 $ 236.1 $ 240.8

Net Sales Comparison of Three and Six Months Ended June 30, 2025 and June 30, 2024:

Net Sales Comparison of Three and Nine Months Ended September 30, 2025 and September 30, 2024:

Prior year Net sales Volume Price/Mix Currency effect Current year Net sales

Three months ended June 30, 2025 vs.

Three months ended September 30, 2025 vs.

$ 151.1 4.6 (0.7) — $ 155.0

Six months ended June 30, 2025 vs.

Nine months ended September 30, 2025 vs.

$ 453.4 (1.1) 3.4 — $ 455.7

Three Months Ended June 30, 2025 vs.

Three Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $3.3 million in 2025 was driven by a volume decline of $6.5 million (four percent), partially offset by favorable pricing and sales mix of $3.2 million (two percent).

The increase of $3.9 million in 2025 was driven by volume growth of $4.6 million (three percent), partially offset by unfavorable pricing and sales mix of $0.7 million (zero percent).

Segment EBITDA.

The decrease of $5.1 million in 2025 was driven by a volume decline of $4.0 million, increased SG&A and research and technical expenses of $3.1 million, increased foreign currency exchange and other charges of $1.7 million, LIFO charges of $0.2 million, and increased manufacturing costs of $0.2 million.

The decrease was partially offset by favorable pricing and sales mix of $4.1 million.

Six Months Ended June 30, 2025 vs.

The decrease of $0.7 million in 2025 was driven by increased SG&A and research and technical expenses of $2.2 million, increased manufacturing costs of $1.9 million, and LIFO charges of $0.2 million.

The decrease was partially offset by volume growth of $2.8 million, favorable pricing and sales mix of $0.6 million, and favorable foreign currency exchange and other charges of $0.2 million.

Nine Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $1.6 million in 2025 was driven by a volume decline of $5.7 million (two percent), partially offset by favorable pricing and sales mix of $4.1 million (one percent).

The increase of $2.3 million in 2025 was driven by favorable pricing and sales mix of $3.4 million (one percent), partially offset by a volume decline of $1.1 million (zero percent).

Segment EBITDA.

The decrease of $4.0 million in 2025 was driven by increased SG&A and research and technical expenses of $4.4 million, volume decline of $3.5 million, and LIFO charges of $2.2 million.

The decrease was partially offset by favorable pricing and sales mix of $3.4 million, favorable foreign currency exchange and other charges of $1.5 million, and decreased manufacturing costs of $1.2 million.

The decrease of $4.7 million in 2025 was driven by increased SG&A and research and technical expenses of $7.9 million, LIFO charges of $2.5 million, volume decline of $0.7 million, and increased manufacturing costs of $0.6 million.

The decrease was partially offset by favorable pricing and sales mix of $4.0 million, and favorable foreign currency exchange and other charges of $3.0 million.

Performance Chemicals

Q3 2025 Performance Summary

Performance Chemicals Net sales decreased $17.6 million (nine percent) compared to the prior year quarter, primarily as a result of our repositioning actions.

Approximately $5 million of the decline in net sales reflects the exit of lower-margin end markets in our industrial specialties product line as we continue to focus on maximizing profitability.

The remaining Net sales decline was primarily due to wet weather across much of the U.S.

that delayed road construction projects, impacting our road technologies product line, and weakness in industrial demand within our industrial specialties product line.

Segment EBITDA improved $22.7 million compared to the prior year quarter, reflecting the positive impact of repositioning actions, including benefits from cost savings actions and lower raw material costs, primarily CTO.

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

Performance Chemicals Net sales in creased $6.0 million (four percent) compared to the prior year quarter, primarily due to higher sales in the North American pavement market within our road technologies product line.

Segment EBITDA increased $0.5 million or two percent.

Segment EBITDA margin was down to 17.7%, primarily due to lower pricing in road markings products within our road technologies product line to address competitive pressures.

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

In millions 2025 2024 2025 2024

Total Performance Chemicals - Net sales $ 139.9 $ 133.9 $ 333.1 $ 338.7

Road Technologies product line 119.5 129.1 163.8 174.8

Industrial Specialties product line 48.4 56.4 99.1 157.7

Segment EBITDA $ 24.8 $ 24.3 $ 55.1 $ 45.3

Net Sales Comparison of Three and Six Months Ended June 30, 2025 and June 30, 2024:

Net Sales Comparison of Three and Nine Months Ended September 30, 2025 and September 30, 2024:

Prior year Net sales Volume Price/Mix Currency effect Current year Net sales

Three months ended June 30, 2025 vs.

Three months ended September 30, 2025 vs.

$ 133.9 4.5 1.5 — $ 139.9

Road Technologies product line 129.1 (12.2) 2.5 0.1 119.5

Industrial Specialties product line 56.4 (14.2) 5.7 0.5 48.4

Six months ended June 30, 2025 vs.

Nine months ended September 30, 2025 vs.

$ 338.7 (17.0) 11.6 (0.2) $ 333.1

Road Technologies product line 174.8 (14.5) 3.4 0.1 163.8

Industrial Specialties product line 157.7 (64.1) 5.0 0.5 99.1

Three Months Ended June 30, 2025 vs.

Three Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $17.6 million in 2025 was driven by a volume decline of $26.4 million (14 percent), as a result of a decrease in industrial specialties ($14.2 million) and road technologies ($12.2 million).

This was partially offset by favorable pricing and sales mix of $8.2 million (four percent), attributable to an increase in industrial specialties ($5.7 million) and road technologies ($2.5 million).

Net sales was also impacted by favorable foreign currency exchange of $0.6 million (zero percent).

The increase of $6.0 million in 2025 was driven by volume growth of $4.5 million (three percent), and favorable pricing and sales mix of $1.5 million (one percent).

Segment EBITDA.

The increase of $22.7 million in 2025 was driven by lower manufacturing costs of $13.9 million, primarily due to lower cost CTO, favorable pricing and sales mix of $8.2 million, LIFO liquidation benefit of $4.3 million, lower SG&A of $1.3 million, which benefited from the Performance Chemicals repositioning, and decreased foreign currency exchange and other charges of $0.7 million.

The increase was partially offset by a volume decline of $5.7 million.

Six Months Ended June 30, 2025 vs.

The increase of $0.5 million in 2025 was driven by lower manufacturing costs of $5.8 million, favorable pricing and sales mix of $1.5 million, volume growth of $1.3 million, and favorable foreign currency exchange and other charges of $1.5 million.

The increase was partially offset by LIFO charges of $6.4 million, and increased SG&A of $3.2 million.

Nine Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $69.6 million in 2025 was driven by a volume decline of $78.6 million (24 percent), as a result of a decrease in industrial specialties ($64.1 million) and road technologies ($14.5 million).

This was partially offset by favorable pricing and sales mix of $8.4 million (three percent), attributable to an increase in industrial specialties ($5.0 million) and road technologies ($3.4 million).

Net sales was also impacted by favorable foreign currency exchange of $0.6 million (zero percent).

The decrease of $5.6 million in 2025 was driven by a volume decline of $17.0 million (five percent), and unfavorable foreign currency exchange of $0.2 million (zero percent).

This was partially offset by favorable pricing and sales mix of $11.6 million (three percent).

Segment EBITDA.

The increase of $33.0 million in 2025 was driven by lower manufacturing costs of $20.4 million, primarily due to lower cost CTO, LIFO liquidation benefit of $10.8 million, favorable pricing and sales mix of $8.4 million,

lower SG&A of $3.2 million, which benefited from the Performance Chemicals repositioning, and decreased foreign currency exchange and other charges of $2.6 million.

The increase was partially offset by a volume decline of $12.4 million.

The increase of $9.8 million in 2025 was driven by decreased manufacturing costs of $20.9 million, favorable pricing and sales mix of $11.7 million, and favorable foreign currency exchange and other charges of $3.1 million.

The increase was partially offset by LIFO charges of $13.7 million, a volume decline of $6.6 million, and increased SG&A of $5.6 million.

Advanced Polymer Technologies

Q3 2025 Performance Summary

Advance d Polymer Technologies Net sales decreased 10 percent compared to the prior year quarter primarily due to weaker customer demand, partly attributed to tariff uncertainty, and price concessions to address competitive pressures.

S egment EBITDA decreased by 91 percent, primarily driven by a planned extended outage in the second quarter to install new boilers, and lower volumes stemming from tariff-related pressures.

In millions Three Months Ended June 30, Six Months Ended June 30,

Advance d Polymer Technologies Net sales decreased 22 percent compared to the prior year quarter reflecting continued pressure from indirect tariff impacts that depressed demand in customers’ end markets, continued weak industrial demand, and increased competition in China.

S egment EBITDA increased by one percent, driven by lower raw material costs, improved operational efficiencies, and favorable foreign currency exchange.

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

2025 2024 2025 2024

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Segment EBITDA $ 9.9 $ 9.8 $ 23.3 $ 29.1

Net Sales Comparison of Three and Six Months Ended June 30, 2025 and June 30, 2024:

Net Sales Comparison of Three and Nine Months Ended September 30, 2025 and September 30, 2024:

Prior year Net sales Volume Price/Mix Currency effect Current year Net sales

Three months ended June 30, 2025 vs.

Three months ended September 30, 2025 vs.

$ 48.8 (10.5) (1.1) 1.0 $ 38.2

Six months ended June 30, 2025 vs.

Nine months ended September 30, 2025 vs.

$ 144.7 (19.2) (3.1) 1.3 $ 123.7

Three Months Ended June 30, 2025 vs.

Three Months Ended September 30, 2025 vs.

Segment net sales.

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Segment EBITDA.

The decrease of $8.9 million in 2025 was driven by increased manufacturing costs of $5.0 million, a volume decline of $1.8 million, increased SG&A of $1.0 million, unfavorable pricing and sales mix of $0.9 million, and increased foreign currency exchange and other charges of $0.2 million.

Six Months Ended June 30, 2025 vs.

The increase of $0.1 million in 2025 was driven by decreased manufacturing costs of $3.7 million, and favorable foreign currency exchange and other charges of $2.8 million.

The increase was partially offset by a volume decline of $3.9 million, unfavorable pricing and sales mix of $1.6 million, and increased SG&A of $0.9 million.

Nine Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $10.4 million in 2025 was driven by a volume decline of $8.7 million (nine percent), and unfavorable pricing and sales mix of $2.0 million (two percent).

The decrease was partially offset by favorable foreign currency exchange of $0.3 million (zero percent).

The decrease of $21.0 million in 2025 was driven by a volume decline of $19.2 million (13 percent) and unfavorable pricing and sales mix of $3.1 million (two percent).

The decrease was partially offset by favorable foreign currency exchange of $1.3 million (one percent).

Segment EBITDA.

The decrease of $5.9 million in 2025 was driven by a volume decline of $3.3 million, unfavorable pricing and sales mix of $2.0 million, increased SG&A of $1.2 million, and increased foreign currency exchange and other charges of $0.5 million.

The decrease was partially offset by decreased manufacturing costs of $1.1 million.

Use of Non-GAAP Financial Measure - Adjusted EBITDA

Ingevity has presented the financial measure, Adjusted EBITDA, defined below, which has not been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP.

Adjusted EBITDA is not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.

Adjusted EBITDA is utilized by management as a measure of profitability.

The decrease of $5.8 million in 2025 was driven by a volume decline of $7.2 million, unfavorable pricing and sales mix of $3.6 million, and increased SG&A of $2.1 million.

The decrease was partially offset by decreased manufacturing costs of $4.8 million and favorable foreign currency exchange and other charges of $2.3 million.

Discontinued Operations

Reconciliation of Net Income (Loss) from discontinued operations to EBITDA from discontinued operations (Non-GAAP)

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

In millions 2025 2024 2025 2024

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

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

Depreciation and amortization 0.3 1.0 1.1 8.1

Restructuring and other (income) charges, net (2)

8.8 83.6 33.9 154.5

Goodwill impairment charge (3)

Loss on CTO resales (4)

CTO supply contract termination charges (5)

— 100.0 — 100.0

(Gain) loss on strategic investments (6)

Inventory charges (7)

Indirect costs allocated to Divestiture (8)

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

EBITDA from discontinued operations (Non-GAAP) (1)(9)

$ 6.6 $ (4.5) $ 8.0 $ (26.8)

_______________

(1) EBITDA from discontinued operations is defined as net sales from discontinued operations less operating expenses from discontinued operations (operating expenses from discontinued operations 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 EBITDA from discontinued operations:

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, and pension and postretirement settlement and curtailment income (charges), net.

(2) We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business.

These costs are excluded from our EBITDA from discontinued operations.

(3) During the second quarter of 2024, the company concluded that the carrying value of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge.

(4) Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes.

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

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.

(5) As consideration for the termination of the CTO supply contract, we made a cash payment in the amount of $50.0 million on July 1, 2024 and an additional cash payment in the amount of $50.0 million on October 8, 2024.

Since this contract termination is directly attributable to the Performance Chemicals’ repositioning, that is, it does not represent normal, recurring expenses necessary to operate our business, we have excluded the CTO supply contract termination charges for the purposes of calculating our non-GAAP financial performance measures.

(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 EBITDA from discontinued operations.

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

These charges were not allocated in the measurement of profitability used by our CODM and are therefore excluded from EBITDA from discontinued operations.

Amounts are included in Cost of sales from discontinued operations.

See Note 16 for more information.

(8) EBITDA from discontinued operations includes indirect costs that were previously allocated to the Divestiture but not eligible for discontinued operations accounting treatment.

(9) We believe this non-GAAP financial measure provides management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.

We believe Adjusted EBITDA is a useful measure because it excludes the effects of financing and investment activities as well as non-operating activities.

Adjusted EBITDA is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, litigation verdict charges, (loss) gain on strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges and pension and postretirement settlement and curtailment (income) charges, net.

This non-GAAP measure is not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.

A reconciliation of Adjusted EBITDA to net income is set forth within this section.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

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

We believe this measure is useful because it excludes the effects of financing and investment activities as well as non-operating activities.

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

In millions 2025 2024 2025 2024

Net income (loss) (GAAP)

Net sales from discontinued operations $ 29.0 $ 43.1 $ 98.7 $ 170.8

EBITDA from discontinued operations

$ 6.6 $ (4.5) $ 8.0 $ (26.8)

Net Sales Comparison of Three and Nine Months Ended September 30, 2025 and September 30, 2024:

Prior year Net sales Volume Price/Mix Currency effect Current year Net sales

Three months ended September 30, 2025 vs.

$ 43.1 (10.7) (3.5) 0.1 $ 29.0

Nine months ended September 30, 2025 vs.

$ 170.8 (67.8) (5.2) 0.9 $ 98.7

Three Months Ended September 30, 2025 vs.

Net sales from discontinued operations.

The decrease of $14.1 million in 2025 was driven by volume decline of $10.7 million (25 percent), unfavorable pricing and sales mix of $3.5 million (eight percent), partially offset by favorable foreign currency exchange of $0.1 million (zero percent).

EBITDA from discontinued operations.

The increase of $11.1 million in 2025 was driven by lower manufacturing costs of $6.3 million and LIFO liquidation benefit of $5.7 million, and favorable foreign currency exchange and other charges of $1.6 million, which included a one time insurance settlement of $1.0 million in 2025.

The increase was partially offset by volume decline of $1.8 million and unfavorable pricing and sales mix of $0.7 million.

Nine Months Ended September 30, 2025 vs.

Net sales from discontinued operations.

The decrease of $72.1 million in 2025 was driven by a volume decline of $67.8 million (40 percent), and unfavorable pricing and sales mix of $5.2 million (three percent).

This was partially offset by favorable foreign currency exchange of $0.9 million (one percent).

EBITDA from discontinued operation.

The increase of $34.8 million in 2025 was driven by LIFO liquidation benefit of $23.5 million, decreased manufacturing costs of $13.6 million, and decreased SG&A of $5.6 million, and favorable foreign currency exchange and other charges of $2.5 million, which included one time insurance settlement of $1.0 million in 2025.

The increase was partially offset by unfavorable pricing and sales mix of $5.3 million and a volume decline of $5.1 million.

Use of Non-GAAP Financial Measures - Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations

Ingevity has presented the financial measures, Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations, defined below, which have not been prepared in accordance with U.S.

generally accepted accounting principles ("GAAP") and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP.

These measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.

Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations are utilized by management as a measure of profitability.

We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.

We believe these measures are useful because they exclude the effects of financing and investment activities as well as non-operating activities.

Adjusted EBITDA from continuing operations is defined as net income (loss) from continuing operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, litigation verdict charges, (gain) loss on strategic investments, proxy contest charges, portfolio review expenses, and pension and postretirement settlement and curtailment (income) charges, net.

Adjusted EBITDA from discontinued operations is defined as net income (loss) from discontinued operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, (gain) loss on strategic investments, loss on CTO resales, and CTO supply contract termination charges.

Total adjusted EBITDA is defined as Adjusted EBITDA from continuing operations and Adjusted EBITDA from discontinued operations.

These non-GAAP measures are not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.

Reconciliations are set forth within this section.

Reconciliation of Net Income (Loss) from Continuing Operations (GAAP) and Net Income (Loss) from Discontinued Operations (GAAP) to Adjusted EBITDA from Continuing Operations (Non-GAAP), Adjusted EBITDA from Discontinued Operations (Non-GAAP), and Total Adjusted EBITDA (Non-GAAP)

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

In millions 2025 2024 2025 2024

Net income (loss) from continuing operations (GAAP)

$ 40.8 $ 47.5 $ (71.5) $ (141.0)

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 (1)

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

(Gain) loss on strategic investments (5)

— 2.2 2.5 2.1

Proxy contest charges (6)

Portfolio review expenses (7)

Adjusted EBITDA from continuing operations (Non-GAAP)

$ 110.4 $ 108.4 $ 302.8 $ 296.7

Net income (loss) from discontinued operations (GAAP)

$ 2.7 $ (154.7) $ (11.0) $ (305.9)

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

Interest expense, net — — — —

Depreciation and amortization 0.3 1.0 1.1 8.1

Restructuring and other (income) charges, net (8)

8.8 83.6 33.9 154.5

Goodwill impairment charge (8)

Acquisition and other-related (income) costs (8)

Loss on CTO resales (8)

CTO supply contract termination charges (8)

— 100.0 — 100.0

(Gain) loss on strategic investments (8)

Adjusted EBITDA from discontinued operations (Non-GAAP)

$ 10.8 $ (2.0) $ 19.7 $ (14.6)

Proxy contest charges (7)

Adjusted EBITDA (Non-GAAP)

Total Adjusted EBITDA (Non-GAAP)

$ 121.2 $ 106.4 $ 322.5 $ 282.1

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(4) Charges represent costs incurred to complete and integrate acquisitions and other strategic investments, and 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.

(5) Due to the DeRidder Plant closure, and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes.

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

As a result of the termination of this contract, the purchases under the CTO supply contract ended, effective June 30, 2024, and we ended our CTO resale activity as of December 31, 2024.

Since these CTO resale activities 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 the CTO resale (income) charges for the purposes of calculating our non-GAAP financial performance measures.

For the three and six months ended June 30, 2024, the loss on CTO resales relates to the Performance Chemicals segment.

Refer to Note 11 for more information.

(5) 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.

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

Adjusted EBITDA

Three and Six Months Ended June 30, 2025 vs.

The factors that impacted adjusted EBITDA period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.

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

(8) Refer to Note 16 for more information.

Adjusted EBITDA from continuing operations

Three and Nine Months Ended September 30, 2025 vs.

Adjusted EBITDA from continuing operations is the sum of all reportable segment's EBITDA, less the indirect costs allocated to Divestiture and as such, the factors that impacted adjusted EBITDA from continuing operations period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.

Current Full Year Company Outlook vs.

We continue to closely monitor the evolving macroeconomic environment, including the impacts of recent tariffs and ongoing trade uncertainty.

Despite these challenges, we are reaffirming our prior 2025 outlook for Net sales between $1.25 billion and $1.4 billion.

This guidance reflects current industry forecasts, which project a ~4 percent decline in North America light vehicle production when compared to 2024.

As a result, we expect Net sales in our Performance Materials reportable segment to be similar to prior year.

In our Performance Chemicals reportable segment:

• The road technologies product line is expected to see modest growth over 2024.

• The industrial specialties product line is projected to deliver Net sales between $160 million and $200 million.

For our Advanced Polymer Technologies reportable segment, we expect Net sales to be down mid-to-high single digits versus the prior year, reflecting weaker end-market demand due to the impact of tariffs and continued competitive pressures.

Our Adjusted EBITDA outlook for 2025 has been revised to reflect improved profitability in Performance Chemicals and current forecasts of North America light vehicle production.

We expect Adjusted EBITDA to be between $390 million and $415 million.

Should the forecasted ~4 percent reduction in North America light vehicle production versus 2024 materialize, we anticipate EBITDA in our Performance Materials reportable segment will decline compared to the prior year.

However, we expect to maintain Performance Materials segment EBITDA margins of around 50 percent, supported by improved pricing and continued operational efficiencies.

In our Performance Chemicals reportable segment, we expect segment EBITDA to improve, driven by:

• Modest revenue growth in our road technologies product line,

• Lower CTO input costs, and

• The benefits of successfully executed repositioning actions.

We anticipate Performance Chemicals segment EBITDA margins to be in the high-single to low-double digits.

For our Advanced Polymer Technologies reportable segment, as a result of expected weaker end-market demand impacting volumes, segment EBITDA margins are expected to be in the mid-teens to-low twenty percent range.

A reconciliation of net income to adjusted EBITDA as projected for 2025 is not provided.

Our outlook below is inclusive of both continuing and discontinued operations.

We are revising our 2025 outlook for Net sales, inclusive of both continuing and discontinued operations, to between $1.25 billion and $1.35 billion.

We expect Net sales in our Performance Materials reportable segment to be flat to slightly down reflecting current industry forecasts, which project a ~2 percent decline in North America light vehicle production when compared to 2024.

For our Advanced Polymer Technologies reportable segment, we expect Net sales to be down mid-teens versus the prior year, reflecting weaker end-market demand due to the continued impact of tariffs and competitive dynamics.

We expect our Performance Chemicals reportable segment, inclusive of both continuing and discontinued operations, to generate full-year EBITDA margins in the high-single to low-double digits.

The industrial specialties product line, which is now presented as Discontinued Operations, is projected to deliver Net sales of around $130 million, and Adjusted EBITDA margin of approximately six percent, inclusive of indirect costs.

We estimate these indirect costs will be approximately $15 million and expect to eliminate these indirect costs by the end of 2026 through operational efficiencies and the associated service agreements executed in conjunction with the Divestiture.

Our Total Adjusted EBITDA, inclusive of both continuing and discontinued operations, outlook for 2025 has been revised to reflect continued pressure on the Advanced Polymers Technologies reportable segment due to indirect tariffs and competitive dynamics.

We expect Total Adjusted EBITDA, inclusive of both continuing and discontinued operations, to be between $390 million and $405 million.

A reconciliation of net income from continuing operations, net income from discontinued operations to adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA as projected for 2025 is not provided.

Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income.

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All of these components could significantly impact such financial measures.

Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA.

Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA.

Liquidity and Capital Resources

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We expect our cash flow provided by operations combined with cash on hand and available capacity under our revolving credit facility to be sufficient to fund our planned operations and meet our interest and other contractual obligations for at least the next twelve months.

As of June 30, 2025, our undrawn capacity under our revolving credit facility was $400.0 million.

As of September 30, 2025, our undrawn capacity under our revolving credit facility was $477.0 million.

Over the next twelve months, we expect to fund the following:

debt principal repayments, interest payments, capital expenditures, income tax payments, additional spending associated with our Performance Materials' intellectual property litigation, and restructuring activities such as the repositioning of our Performance Chemicals reportable segment as further described within Note 11.

In addition, we may also evaluate and consider purchases pursuant to our stock repurchase program (and related excise tax payments), strategic acquisitions, joint ventures, or other transactions to create stockholder value and enhance financial performance.

debt principal repayments, interest payments, capital expenditures, income tax payments, purchases pursuant to our stock repurchase program (and related excise tax payments), additional spending associated with our Performance Materials' intellectual property litigation, and restructuring activities such as the repositioning of our Performance Chemicals reportable segment as further described within Note 11.

In addition, we may also evaluate and consider strategic acquisitions, joint ventures, or other transactions to create stockholder value and enhance financial performance.

In connection with such transactions, or to fund other anticipated uses of cash, we may modify our existing revolving credit facility, redeem all or part of our outstanding senior notes, seek additional debt financing, issue equity securities, or some combination thereof.

Cash and cash equivalents totaled $76.9 million at June 30, 2025.

Cash and cash equivalents totaled $83.4 million at September 30, 2025.

We continuously monitor deposit concentrations and the credit quality of the financial institutions that hold our cash and cash equivalents, as well as the credit quality of our insurance providers, customers, and key suppliers.

Due to the global nature of our operations, a portion of our cash is held outside the U.S.

The cash and cash equivalents balance at June 30, 2025, included $65.7 million held by our foreign subsidiaries.

The cash and cash equivalents balance at September 30, 2025, included $79.7 million held by our foreign subsidiaries.

Cash and earnings of our foreign subsidiaries are generally used to finance our foreign operations and their capital expenditures.

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The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution, therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S.

Management does not currently expect to repatriate cash earnings from our foreign operations in order to fund U.S.

Refer to Note 12 for more information.

Debt and Finance Lease Obligations

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

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.

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.

Capital Expenditures

Projected 2025 capital expenditures are $50-70 million.

We have no material commitments associated with these projected capital expenditures as of June 30, 2025 .

Cash flow comparison of the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

We have no material commitments associated with these projected capital expenditures as of September 30, 2025 .

Cash flow comparison of the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

In millions 2025 2024

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Cash flows provided by (used in) operating activities

Cash provided by operating activities, which consists of net income (loss) adjusted for non-cash items including the cash impact from changes in operating assets and liabilities (i.e., working capital), totaled $104.4 million for the six months ended June 30, 2025.

Cash provided by operating activities for the six months ended June 30, 2025, when compared to the six months ended June 30, 2024, increased by $86.8 million.

This increase was driven by a decrease in CTO resale cash outflows of $51.5 million, increased cash earnings of $2.1 million, a decrease in tax payments of $16.6 million, a net reduction in trade working capital of $19.8 million (including accounts receivable, inventory, and accounts payable), and lower cash interest paid of $5.1 million.

Partially offsetting these cash inflows was increased employee compensation payments of $3.9 million, and increased spending on restructuring initiatives of $0.2 million.

Cash provided by operating activities, inclusive of continuing and discontinued operations, consists of net income (loss) adjusted for non-cash items including the cash impact from changes in operating assets and liabilities (i.e., working capital) and totaled $234.1 million for the nine months ended September 30, 2025, which was inclusive of an approximately $40 million benefit related to discontinued operations.

Cash provided by operating activities for the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, increased by $170.0 million.

This increase was driven by a decrease in CTO resale cash outflows of $51.2 million, a decrease in CTO supply contract termination cash outflows of $50.0 million, a net reduction in trade working capital of $19.0 million (including accounts receivable, inventory, and accounts payable), increased cash earnings of $17.0 million, a decrease in tax payments of $16.9 million,lower cash interest paid of $10.3 million, and decreased spending on restructuring initiatives of $8.5 million.

Partially offsetting these cash inflows was increased employee compensation payments of $2.9 million.

Cash flows provided by (used in) investing activities

Cash used in investing activities in the six months ended June 30, 2025 was $14.3 million and was primarily driven by capital expenditures of $22.2 million.

In the six months ended June 30, 2025 and 2024, capital spending included the base maintenance capital supporting ongoing operations, and growth and cost improvement spending.

The decrease in Net cash used in investing activities when compared to the prior year period is primarily due to reduced capital expenditures of $12.5 million.

Capital expenditure categories Six Months Ended June 30,

Cash used in investing activities, inclusive of continuing and discontinued operations, in the nine months ended September 30, 2025 was $42.4 million and was primarily driven by capital expenditures of $34.1 million, and a strategic investment of $21.0 million.

In the nine months ended September 30, 2025 and 2024, capital spending included the base maintenance capital supporting ongoing operations, and growth and cost improvement spending.

The decrease in Net cash used in investing activities when compared to the prior year period is primarily due to reduced capital expenditures of $18.6 million, and cash provided by other investing activities.

Capital expenditure categories Nine Months Ended September 30,

In millions 2025 2024

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Cash flows provided by (used in) financing activities

Cash used in financing activities in the six months ended June 30, 2025, was $74.0 million and was primarily driven by payments on our revolving credit facility and other borrowings of $229.3 million, partially offset by proceeds from our revolving credit facility and other borrowings of $158.5 million.

Cash provided by financing activities in the six months ended June 30, 2024 was $33.7 million and was primarily driven by proceeds from our revolving credit facility and other borrowings of $120.2 million, partially offset by payments on our revolving credit facility and other borrowings of $83.1 million.

Cash used in financing activities, inclusive of continuing and discontinued operations, in the nine months ended September 30, 2025, was $168.8 million and was primarily due to payments on our revolving credit facility and other borrowings of $350.0 million, and repurchases of common stock of $25.2 million, partially offset by proceeds from our revolving credit facility and other borrowings of $209.5 million.

Cash provided by financing activities in the nine months ended September 30, 2024 was $27.4 million and was primarily due to proceeds from our revolving credit facility and other borrowings of $150.5 million, partially offset by payments on our revolving credit facility and other borrowings of $119.3 million.

New Accounting Guidance

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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 2. Management’s Discussion and Analysis