What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-19 · 129 added, 149 removed, 130 unchanged (68% of the section changed)

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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 automotive gasoline vapor emissions control systems, food, water and chemical filtration, asphalt paving, agrochemical dispersants, bioplastics, coatings, elastomers, and paint for road markings.

We operate in three reportable segments:

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Reports we file with the SEC may also be viewed at www.sec.gov.

The table below illustrates our product lines and the primary end-use markets for our products by segment, as well as our net sales by segment for the fiscal year 2024.

Finalized our Strategic Portfolio Review and Announced New Ingevity

On October 29, 2024, we announced our intention to comprehensively review Ingevity's asset and product portfolios, referred to as our Strategic Portfolio Review.

On January 16, 2025, we announced the exploration of strategic alternatives for our Performance Chemicals industrial specialties product line, including a potential divestiture of portions of the North Charleston site.

On September 4, 2025, we announced the agreement to sell the North Charleston crude tall oil refinery and the majority of the industrial specialties product line, and on January 1, 2026, the announced sale was completed.

On December 8, 2025, we announced the completion of our Strategic Portfolio Review.

We labeled the state of the Company following the actions contemplated by the Strategic Portfolio Review, New Ingevity.

To become New Ingevity, we announced the simplification of our businesses including the exploration of strategic alternatives for our Advanced Polymer Technologies ("APT") reportable segment and the Performance Chemicals road markings product line, which we expect to complete by the end of 2026.

New Ingevity will be comprised of two attractive businesses aligned around strong core competencies, with superior and consistent profitability:

Performance Materials and Pavement Technologies.

New Ingevity's businesses will be focused on high-value, mission-critical applications that benefit from durable, long-term demand and will allow Ingevity to retain our global scale, maintain a strong pro forma financial profile, and provide a more stable, simplified specialty materials portfolio poised to deliver profitable growth with best-in-class earnings before interest, taxes, depreciation, and amortization ("EBITDA") margins.

We believe our two business segments are unified by very strong core competencies, including unique technologies that incorporate deep technical expertise on highly engineered materials, leading market positions, and intellectual property, all of which creates a sustainable competitive advantage for Ingevity.

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 agreed to 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, pavement 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").

We determined that, upon execution of the Purchase Agreement, the industrial specialties product line and CTO Refinery included within the Divestiture met 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 Divestiture have been reclassified and presented as discontinued operations for all periods presented.

The Divestiture was completed on January 1, 2026.

Unless otherwise noted, discussion within Part II relates to continuing operations.

Refer to Note 20 of the Notes to the Consolidated Financial Statements included in Part II.

Item 8 within this Form 10-K for further information regarding discontinued operations.

Ingevity as of December 31, 2025

The table below illustrates our primary end-use markets for our products by segment, as well as our net sales by segment for the fiscal year 2025.

For more information on our U.S.

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Performance Materials Performance Chemicals Advanced Polymer Technologies

Product Lines Road Technologies Industrial Specialties

End-Use Markets Automotive

Purification:

Food, Chemicals, and Water Pavement Construction

Pavement Preservation

Pavement Reconstruction and Recycling

Pavement Markings

Agricultural Chemicals

Industrial Intermediates

Oilfield Automotive & Transportation

Chemicals, Food, and Water Asphalt Pavement Construction

Asphalt Pavement Preservation

Asphalt Pavement Reconstruction and Recycling

Road Markings

Agrochemical Dispersants

Automotive & Transportation

Industrial Equipment

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$606.9 million $400.5 million $160.2 million

There are a variety of seasonal dynamics, including global climate and weather conditions, that impact our businesses, though none have currently materially affected our financial results, except in the case of the road technologies product line, where roughly 70 to 75 percent of revenue is generated between April and September.

There are a variety of seasonal dynamics, including global climate and weather conditions, that impact our businesses, though none have currently materially affected our financial results, except in the case of the pavement technologies and road markings product lines, where roughly 70 to 75 percent of revenue is generated between April and September.

Furthermore, our Performance Chemicals pavement technologies and road markings product lines financial results can be sensitive to weather conditions, particularly prolonged or severe wet weather, which can disrupt operations, delay projects, and reduce customer demand across certain markets.

From a supply perspective, this seasonality is effectively managed through pre-season inventory build and active inventory management throughout the year.

Our manufacturing processes require a significant amount of energy.

We are dependent on natural gas to fuel the processes in our chemical refineries and activated carbon plants.

Although we believe that we currently have a stable natural

gas supply and infrastructure for our operations, we are subject to volatility in the market price of natural gas.

We depend on natural gas to power the processes in our activated carbon plants and chemical manufacturing operations.

Although we believe that we currently have a stable natural gas supply and infrastructure for our operations, we are subject to volatility in the market price of natural gas.

We enter into certain derivative financial instruments to mitigate expected fluctuations in market prices and the resulting volatility of earnings and cash flow.

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Throughout our Performance Materials, Performance Chemicals, and Advanced Polymer Technologies reportable segments, we are a leader in adding value to products made from renewable materials and in derivatizing technologies that impart desirable environmental benefits in their use.

To create a majority of our chemistries, we take CTO from pine trees, hardwood sawdust (both co-products of the lumber, paper, and furniture-making industries), and plant based oils and convert them into products that benefit customers, the environment, and society.

For the caprolactone-based products in our Advanced Polymer Technologies segment – although derived from non-oleo feedstocks – these products provide solutions that enable performance attributes in end-use markets that directly help customers and consumers meet sustainability goals.

Our mission to purify, protect and enhance is reflected in our bio-based and certified biodegradable products, which help industries like automotive, asphalt paving, packaging and agriculture create sustainable solutions that benefit both end-users and the environment.

Ingevity's products help customers reduce their ecological impact.

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Our agriculture adjuvants provide enhanced performance in crop protection.

Our alternative-fuel vehicle technology enables the use of renewable natural gas as fuel for pickup trucks and buses.

The superior durability of caprolactone-based polyurethane technologies extends product life and the biodegradable performance of our thermoplastic polycaprolactones offer compostable end of-life solutions.

Our business is built on our ability to maximize the value and utility of materials over their lifecycle, and we will continue to enhance this value proposition through future acquisitions and new product development.

Strategic Portfolio Review

On October 29, 2024, we announced our intention to comprehensively review Ingevity’s asset and product portfolios.

This process includes all industrial specialties pine chemicals based chemistries that serve the paper chemical, rubber, adhesive, oilfield, lubricants and industrial intermediate end-use markets, and the North Charleston, South Carolina, CTO refinery.

This process will not include the Performance Chemicals road technologies product line, nor certain lignin-based products that are currently reported in the Performance Chemicals industrial specialties product line.

We will continue to evaluate the rest of our portfolio and remain committed to taking appropriate actions to ensure our cost structure is aligned with our objective of being a specialty chemicals leader.

We cannot assure this strategic review will result in a transaction and will update investors when appropriate.

The superior durability of caprolactone-based polyurethane technologies extends product life, and the biodegradable performance of our thermoplastic polycaprolactones offers compostable end-of-life solutions.

Our business is built on our ability to maximize the value and utility of materials over their lifecycle, and we will continue to enhance this value proposition through product development.

Human Capital Management

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It describes who we are, what we want to be, and what's important to us as we work together to fulfill our purpose to purify, protect and enhance the world around us.

Reinforcing our IngeviWay foundation we launched “The IngeviWay in Action,” an initiative that raises the bar on expectations to build, inspire and lead, and better aligns how we work as a team to create the Ingevity of the future.

Reinforcing our IngeviWay foundation is the "The IngeviWay in Action," an initiative that raises the bar on expectations to build, inspire and lead, and better aligns how we work as a team to create the Ingevity of the future.

By focusing on making a positive impact through everyday actions, "The IngeviWay in Action" bolsters the way we live our core values of safety and sustainability, maximize value for our people and our customers, commitment to excellence, integrity and ethical behavior, and drive to create innovative solutions.

Talent & Culture

Our employees are critical to our success, and we strive to provide a safe, rewarding, and respectful workplace where our people have opportunities to pursue career paths based on skills, performance, and potential.

Our success depends, in part, on our ability to attract, retain and motivate critical resources across production, technical, engineering, sales, and various functional disciplines.

Labor Relations and Collective Bargaining

We currently employ approximately 1,600 employees, of whom approximately 73 percent are employed in the U.S.

Approximately 51 percent of our production employees are represented by labor unions under various collective bargaining agreements ("CBA").

We engage in negotiations with labor unions for new CBAs from time to time based on expiration dates of agreements and statutory requirements.

We consider our relationships with all salaried, union-hourly, and non-hourly employees to be positive and collaborative.

In 2024, the International Association of Machinists and Aerospace Workers, on behalf of its affiliated Local Union 1362 at our Crossett, Arkansas manufacturing plant ratified a one year extension agreement which expires March 1, 2025.

The parties will begin contract renewal negotiations during the first quarter of 2025.

The Advanced Polymer Technologies manufacturing plant in Warrington, United Kingdom negotiates pay and conditions annually with the GMB Trade Union.

In addition, the CBA at our Covington, Virginia Performance Materials plant with the International Brotherhood of Electrical Workers on behalf of its affiliated Local Union 464 expired January 15, 2025.

The parties began negotiations in the fourth quarter of 2024 and will continue to operate under the same terms and conditions while negotiations are pending.

Also, the CBA at our Covington, Virginia Plant with the Covington Paperworkers Union Local 675, affiliated with the Association of Western Pulp and Paper Workers expires December 1, 2025.

It is anticipated that the parties will begin contract renewal negotiations in the fourth quarter of 2025.

Diversity, Equity, Inclusion and Belonging

We are committed to fostering Diversity, Equity, Inclusion and Belonging.

Our success is fueled by a vibrant, team-oriented culture where people understand that our individual differences make a greater collective impact in every interaction, from peer-to-peer collaboration across regions to customer engagements.

At the heart of our efforts, we aim to strengthen empathetic and inclusive leadership, cultivate a sense of safety and belonging, and structure our systems, policies and processes to enable employee success.

Working as one team, we are building a diverse, equitable and inclusive workplace where everyone has the opportunity to thrive.

Working as one team, we are building a workplace where everyone has the opportunity to thrive.

We believe that the diversity of our leadership continues to positively impact our growth and success.

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Our method involves keeping a codified record of employee performance at mid-year and end-of-year.

It also includes a requirement for all Ingevity employees to ask for feedback from those who are aware of their performance and contributions.

We encourage managers and their employees to have regular discussions to boost productivity, provide positive business outcomes, and raise employee engagement.

With our all-encompassing strategy, Ingevity is able to gain a comprehensive understanding of each worker's strengths and identify opportunities for growth and development.

Labor Relations and Collective Bargaining

We currently employ approximately 1,500 employees, of whom approximately 74 percent are employed in the U.S.

Approximately 52 percent of our production employees are represented by labor unions under various collective bargaining agreements ("CBA").

We engage in negotiations with labor unions for new CBAs from time to time based on expiration dates of agreements and statutory requirements.

We consider our relationships with all salaried, union-hourly, and non-hourly employees to be positive and collaborative.

T he CBA at our Warrington, United Kingdom Advanced Polymer Technologies manufacturing plant with GMB Union is negotiated annually and the parties operate under the prior CBA until new terms are agreed.

The CBA at our Covington, Virginia Performance Materials plant with the International Brotherhood of Electrical Workers ("IBEW") on behalf of its affiliated Local Union 464 expired on January 15, 2025.

A new CBA with IBEW was ratified on June 24, 2025.

The CBA at our Covington, Virginia plant with the Covington Paperworkers Union Local 675, affiliated with the Association of Western Pulp and Paper Workers expired on December 1, 2025.

The parties began contract renewal negotiations during the fourth quarter of 2025 and negotiations are in process.

The parties will continue to operate under the same terms and conditions while negotiations are pending.

Health & Safety

Ingevity has a world-class safety program and a strong safety culture.

Personal, process, and public safety are core values at Ingevity.

We work hard to protect employees, contractors, and the communities where we operate from injuries, illnesses and incidents through the design and delivery of safe operations, continuous improvement of personal and process safety performance, management systems, and programs, a strong culture of compliance, and a commitment to strive for zero harm to people and the environment.

In 2024, we continued our efforts to increase reporting of and response to near miss incidents to prevent more serious injuries before they occur.

This included efforts to increase the number of near misses reported and an increase in reporting by a broader number of employees.

We also continued to improve safety training, further expanded the use of leading indicators to ensure effective initiatives are proactively implemented, and improved incident investigation quality to ensure contributing factors are appropriately identified and addressed.

Employees were trained on the importance of our Life-Saving Rules, put in place to prevent fatalities and serious injuries through leadership videos, monthly interactive training packages, and upgraded procedures, checklists, work permits, and audits.

Additionally, in North America where the majority of our bulk shipments are

executed, we abide by the American Chemistry Council’s Responsible Care practices for transporting our chemicals safely.

We strategically utilize logistics providers that have committed to these higher standards of safety, security, stewardship, and sustainability.

Ingevity is committed to maintaining world‑class health and safety performance as a core value.

Personal, process, and public safety are foundational to how we operate and essential to protecting our workforce, our contractors, and the communities where we do business.

Our approach includes the design and maintenance of safe operations, continuous improvement of safety performance, robust management systems, strong compliance culture, and a long‑term commitment to achieving zero harm to people and the environment.

In 2025, we advanced our safety performance through increased reporting and response to near‑miss incidents and hazardous conditions, enabling us to address risks before they resulted in injuries.

We expanded the use of leading indicators and enhanced incident investigations to ensure contributing factors were accurately identified and resolved.

These efforts contributed to a 29% reduction in personal and process safety incidents compared to 2024.

We also completed implementation of our Zero Harm Behaviors program across all operating sites.

This initiative strengthens our safety culture by defining the behaviors essential for safe work, empowering employees to voice concerns, propose improvements, and take ownership of safety performance.

The program reinforces what excellence in safety behavior looks like at all levels of the organization and supports a more engaged and proactive safety environment.

For 2026, we have prioritized reducing injuries related to slips, trips, and falls (which accounted for half of all injuries in 2025) while also maintaining a strong focus on preventing significant injuries and process safety incidents.

Our focus on safety extends beyond manufacturing to the safe transport of our products.

All operating locations, third‑party warehouses, and distribution centers follow rigorous training, inspection, and auditing protocols to ensure responsible handling of materials.

Because we work with third‑party transportation providers, we maintain 24/7/365 global incident support for immediate notification and expert guidance.

In the United States, we utilize CHEMTREC for real‑time incident reporting and coordination;

internationally, we partner with Ricardo, a trusted emergency response service that provides experienced support for incidents outside the U.S.

Governmental Regulations

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These regulations include the discharge of materials into the environment, the handling, storage, transportation, disposal, and clean-up of chemicals and waste materials, and otherwise relating to the protection of the environment, as well as other operational regulations, such as the Occupational Safety and Health Act ("OSHA") and the Toxic Substances Control Act ("TSCA") in the U.S., and the Registration, Evaluation and Authorization of Chemicals ("REACH") directives in the European Union, the United Kingdom, and other countries.

It is not possible to quantify with certainty the material effects that compliance with these regulations may have upon the capital expenditures, earnings, or competitive position of Ingevity, but we currently anticipate that such compliance will not have a material adverse effect on any of the foregoing.

It is not possible to quantify with certainty the material effects that compliance with these regulations may have on Ingevity's capital expenditures, earnings, or competitive position, but we currently anticipate that such compliance will not have a material adverse effect on any of the foregoing.

Environmental and other regulations and related legal proceedings have the potential to involve significant costs and liability for Ingevity.

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On February 13, 2024, the court in the Delaware Proceeding denied BASF's motion for pre-judgment interest on its tortious interference claim as well as our motion seeking judgment as a matter of law, or a new trial in the alternative.

In addition, BASF has indicated it will seek attorneys’ fees and costs in amounts that they will allege and have to demonstrate at a future date.

Unless the judgment is set aside, BASF will be entitled to post-judgment interest pursuant to the rate provided under federal law.

We disagree with the verdict, including the court’s application of the law and entry of judgment.

Therefore, on March 13, 2024, we appealed the verdict as well as the U.S.

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

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

Final resolution of these matters could take up to 15 months from the date of this Annual Report on Form 10-K.

On March 13, 2024, we appealed the verdict as well as the U.S.

District Court's November 2020 dismissal of our patent infringement claims against BASF to the U.S.

Federal Circuit Court of Appeals.

On February 11, 2026, the U.S.

Federal Circuit Court of Appeals ruled against Ingevity on our appeal and we have decided to no longer pursue any further appeals.

We expect payment of the judgment, plus post-judgment interest, to be made in the second quarter of 2026.

BASF has indicated it will seek attorneys' fees and costs in amounts that they will allege and have to demonstrate at a future date.

See Note 17 to the Consolidated Financial Statements included within Part II.

Item 8 of this Form 10-K.

Performance Materials

We engineer, manufacture, and sell hardwood-based, chemically activated carbon products which are produced through a highly technical and specialized process primarily for use in gasoline vapor emission control systems in internal combustion engines and hybrid electric vehicles including cars, trucks, motorcycles, and boats.

To maximize the productivity of our manufacturing assets, we also produce several other activated carbon products for food, water, beverage, and chemical purification applications.

Our activated carbon products are further used in filtration applications for food and beverage, water, and chemical purification.

We believe our technical expertise in activated carbon can benefit various applications and expand our markets beyond our core automotive business, such as energy storage.

We are using our engineering and manufacturing expertise in activated carbon to explore opportunities in nanotubes, scaffolding, and hard carbon that improve battery life and performance, increase storage capacity, and shorten charging times.

We continue to explore solutions in renewable natural gas as well as filtration and purification markets.

Our automotive activated carbon products primarily take the form of granules, pellets, and honeycomb "scrubbers," which are primarily utilized in vehicle-based gasoline vapor emission control systems to capture gasoline vapors that would otherwise be released into the atmosphere as volatile organic compounds.

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Sales are assigned to geographic areas based on the location of the party to which the product was shipped.

The majority of Performance Materials' EBITDA is derived from activated carbon sales used in newly produced hybrid and non-hybrid vehicles with powertrains utilizing gasoline internal combustion engines.

The segment results are influenced by two primary mix factors:

the type of vehicles produced globally and the emissions‑control standards in each region.

These variables directly influence the demand for the segment's activated carbon products.

With respect to vehicle type mix, the segment benefits from larger vehicles, such as trucks and sport utility vehicles, whether hybrid or non-hybrid, as these vehicles contain either more volume of our activated carbon content or higher demanding carbon technologies to maintain regulatory requirements.

Regional mix is also central to the segment performance.

North America, which represents approximately half of total Performance Materials net sales, is the segment's most profitable region.

This is driven by both the prevalence of larger vehicles and the region's world leading emissions control standards, which require more advanced activated carbon products.

The Asia Pacific region accounts for roughly 40 percent of total Performance Materials' net sales.

Within Asia Pacific, about half of our net sales are in China, with South Korea and Japan comprising most of the remaining balance.

These markets either enforce strict emissions requirements or manufacture vehicles for export to regions with strict emissions requirements, supporting steady demand for activated carbon.

Europe is our least impactful region due to the region's regulatory landscape, which heavily favors the accelerated adoption of electric vehicles.

Europe's emissions control standards also lag those of North America and Asia Pacific.

Raw Materials and Production

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The market price of phosphoric acid is affected by the global agriculture market as the majority of global phosphate rock production is used for fertilizer production and only a portion of that production is used to manufacture purified phosphoric acid.

We sell our automotive technologies products to approximately 60 customers around the globe.

We sell our automotive technology products to approximately 65 customers around the globe.

In 2025, our ten largest customers accounted for approximately 90 percent of sales.

We are the trusted source of these products for many of the world's largest automotive parts manufacturers, including PHINIA Inc.

(previously BorgWarner Inc.), A.

(previously part of BorgWarner Inc.), A.

Kayser Automotive System GmbH, Korea Fuel-Tech Corporation, MAHLE GmbH, and many other large and small component manufacturers throughout the global automotive supply chain.

Our food, water, beverage, and chemical purification products are sold to approximately 70 customers globally.

We sell our products primarily through our own direct sales force in North America,

Europe, South America, Asia, and a smaller, focused network of third-party distributors that have established a strong direct sales and marketing presence in North America and China.

Our competitors include Norit, Kuraray Co., Ltd., and several domestic U.S.

We primarily sell our products through our own direct sales force in North America, Europe, South America, and Asia.

Our competitors include Norit, Kuraray Co., Ltd., domestic U.S.

manufacturers and distributors of imported products, and Chinese manufacturers.

Ingevity has a decades-long track record of providing activated carbon that achieves life-of-vehicle emission standards.

Given the imperative for automotive manufacturers to produce vehicles for the U.S., Canada, and China markets capable of meeting life-of-vehicle emission standards, or potentially face expensive recalls and unfavorable publicity, our automotive activated carbon products provide our customers the low-risk choice for this high-performance application.

Additionally, we are well-positioned to meet increasing emissions standards around the world.

Given the imperative for automotive manufacturers to produce vehicles for the U.S., Canada, and China markets capable of meeting life-of-vehicle emission standards, or potentially face expensive recalls and unfavorable publicity, our automotive activated carbon products provide our customers with the low-risk choice for this high-performance application.

Additionally, we are well-positioned to meet increasingly stringent emissions standards worldwide.

Performance Chemicals

Our Performance Chemicals segment is comprised of two product lines:

road technologies and industrial specialties.

Our products are utilized in road construction, preservation, reconstruction and recycling, road markings, agrochemical dispersants, lubricants, certain adhesives, rubber, and other diverse industrial uses.

pavement technologies and road markings.

Our Performance Chemicals products are utilized in asphalt pavement construction, reconstruction and recycling, road markings, and agrochemical dispersants.

Our application expertise is often called upon by our customers to provide unique solutions that maximize resource efficiency.

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Sales are assigned to geographic areas based on the location of the party to which the product was shipped.

In 2023, Ingevity began a transformation of the Performance Chemicals’ industrial specialties product line.

During the fourth quarter of 2023, Ingevity announced the planned closure of the DeRidder, Louisiana (the “DeRidder Plant”) CTO refinery and derivatives operations.

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

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

We ceased production at the Crossett Facility in the third quarter of 2024 and materially completed the transition in the fourth quarter of 2024.

With the majority of this transformation complete, Ingevity’s participation in the rosin-based adhesive and publication printing ink markets along with emulsifiers for drilling into the oilfield markets has been significantly reduced.

This process includes all industrial specialties' pine chemicals based chemistries that serve the paper chemical, rubber, adhesive, oilfield, lubricants and industrial intermediate end-use markets, and the North Charleston, South Carolina, crude tall oil refinery.

This process will not include the Performance Chemicals road technologies product line, nor certain lignin-based products that are currently reported in Ingevity’s industrial specialties product line.

Raw Materials and Production

Our Performance Chemicals segment serves customers globally from five manufacturing locations in the U.S.

Most of our industrial specialties products and some of our road technologies products are derived from CTO, a co-product produced by softwood kraft pulp processors.

We also produce products derived from kraft lignin, which is extracted from black liquor, another co-product of softwood kraft pulp processing.

Historically, we have sourced the majority of our CTO needs through long-term supply contracts.

However, CTO pricing volatility in recent years has made it difficult to manage long-term pricing mechanisms, and as a result, during 2024 we exited all material long-term contracts.

We now procure our supply of CTO through shorter-duration contracts.

Shorter-term contracts of 12 to 15 months enable more flexibility and transparency on pricing.

On July 1, 2024, we terminated our last material long-term CTO supply contract.

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

The supply of CTO is generally inelastic and governed by the volume of softwood kraft pulp processing around the world.

Also, there are regulatory pressures that may incentivize suppliers of CTO to sell CTO into alternative fuel markets (e.g., biofuels) rather than to historical end users such as Ingevity.

CTO-based biofuel has been deemed to meet the EU’s Renewable Energy Directive, second phase (“RED II”) biofuel sustainability criteria.

As a result of RED II and related government incentives, there has been a significant increase in demand for CTO and its derivatives over the past several years.

The increased demand, combined with the rationalization of softwood kraft pulp processing, has created pressure on CTO pricing and driven the cost of CTO to unprecedented levels, higher by as much as 300 percent in some cases.

During 2024, we sourced approximately 81 percent of our CTO from two primary parties:

Smurfit WestRock and Georgia-Pacific.

CTO accounted for approximately 14 percent of our consolidated cost of sales and 38 percent of our consolidated raw materials purchases in 2024.

In addition to these developments in the EU, various pieces of legislation regarding the use of alternative fuels have been introduced in the U.S.

at both the federal and state level.

Currently, none of the U.S.

legislation mandates or provides incentives for the use of CTO or its derivatives as a biofuel.

Future legislation in the U.S.

and elsewhere may promote the use of CTO or its derivatives as a feedstock for the production of biofuels, further constraining supply.

The other key raw materials used in the Performance Chemicals business are maleic anhydride, ethoxylates, amines, and acrylic emulsions.

Our products are derived from a variety of raw materials, including maleic anhydride, ethoxylates, amines, and acrylic emulsions.

These are sourced where possible through multiple suppliers to protect against supply disruptions and to maintain competitive pricing.

Markets Served

Road Technologies

Our road technologies product line produces a broad line of innovative additives and technologies utilized globally in road construction and pavement preservation, including pavement reconstruction and recycling.

With the 2022 acquisition of Ozark Materials, LLC (“Ozark Materials”), we added road markings technologies to the portfolio.

Road Construction.

Evotherm®, our premier road construction additive, is a warm mix asphalt technology that acts as both a liquid antistrip and a warm mix asphalt.

Once Evotherm® is mixed into the binder utilized for road layer construction, production temperatures can be significantly lowered compared to conventional hot mix asphalt.

Lower production temperatures reduces our customers' emissions and fuel use during road construction as well as making roads last up to 20 percent longer.

Pavement Preservation.

We provide an array of pavement preservation products that eliminate many traditional asphalt heating, mixing, and transportation demands – saving our customers time, energy, and money.

Pavement Technologies

Our pavement technologies product line produces a broad line of innovative additives and technologies utilized globally in asphalt pavement construction, preservation, reconstruction and recycling, and agrochemical dispersants .

Asphalt Pavement Construction.

Evotherm, our premier line of pavement construction additives, is a warm mix asphalt technology that allows production temperatures to be significantly lowered compared to conventional hot mix asphalt.

Lower production temperatures allow customers to extend the paving season, increase recycled asphalt content, and reduces emissions.

Evotherm improves the quality of the asphalt mix, improves road density and extends road life by up to 30%.

Asphalt Pavement Preservation.

We provide an array of pavement preservation products used to create asphalt emulsions for road maintenance projects.

Our technical team matches the right emulsifier and design to our customers' materials and conditions to create high-performing emulsions.

We offer a full range of specialized cationic, anionic, and amphoteric emulsifiers with additional, custom-formulated specialty additives.

Pavement Reconstruction and Recycling.

We provide an array of pavement reconstruction and recycling additives that reduce the life cycle cost of pavement by enabling the milling and reuse of existing roadways.

Asphalt Pavement Reconstruction and Recycling.

We provide an array of pavement reconstruction and recycling emulsifiers and additives that reduce the life cycle cost of pavement by enabling the milling and reuse of existing roadways.

Our cold in-place recycling additives allow our customers to reopen existing roadways faster, while also lowering overall costs and jobsite emissions.

Pavement Markings.

We provide thermoplastic and waterborne paint road markings technologies which provide long service life, excellent adhesion, superior color, and higher retro-reflectivity.

Based on the customer and/or governmental agency requirements, the markings can be designed for varying levels of initial and retained performance properties.

We supply our road technologies products to approximately 750 customers in 60 countries through our own direct sales force, primarily in the Americas and Europe, as well as a network of third-party distributors.

Agrochemical Dispersants .

We produce dispersants for crop protection products as well as other naturally derived products for agrochemicals.

Crop protection formulations are highly engineered, specifically formulated, and cover a range of different formulation types, from liquids to solids.

We deliver a wide range of dispersants that are high-performing and consistent.

In addition, our crop protection products are approved for use as inert ingredients in agrochemicals by regulatory agencies worldwide.

We supply our pavement technologies products to approximately 600 customers in 60 countries through our own direct sales force, primarily in the Americas and Europe, as well as a network of third-party distributors.

In 2025, our ten largest customers accounted for approximately 38 percent of the product line's sales.

Our largest customers include Ergon, Inc., TRP Group, Frontline, The Heritage Group, and Idaho Asphalt Supply Inc.

Our primary competitors in road technologies are Nouryon Chemicals B.V., Arkema S.A., Kao Specialties Americas LLC, Sherwin-Williams Company, and PPG Industries Traffic Solutions.

Our largest customers include Ergon, Inc., Idaho Asphalt Supply Inc., The Heritage Group, and Syngenta.

Our primary competitors in pavement technologies are Nouryon Chemicals B.V., Arkema S.A., and Zydex Group.

We compete based on deep knowledge of our customers' businesses and extensive insights into road-building technologies and trends globally.

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This allows us to develop products customized to local markets and to consistently deliver cost-effective solutions for our customers.

Industrial Specialties

Our industrial specia lties product line produces and sells chemicals utilized in several industrial applications, including adhesive tackifiers, agrochemical dispersants, lubricant additives, rubber resins, industrial intermediates, and oilfield.

Agricultural Chemicals.

We produce dispersants for crop protection products as well as other naturally derived products for agrochemicals.

Crop protection formulations are highly engineered, specifically formulated, and cover a range of different formulation types, from liquids to solids.

We deliver a wide range of dispersants that are high performing and consistent.

In addition, our crop protection products are approved for use as inert ingredients in agrochemicals by regulatory agencies throughout the world.

We are a global supplier of tall oil-based products and we offer a broad range of resins, rosin soaps, mixed acids and fatty acids from renewable resources.

We currently supply specialty products to latex manufacturers, compounders and tire producers where our resins help improved fuel efficiency, wear and traction.

Industrial Intermediates.

Our functional chemistries are sold across a diverse range of industrial markets including, textile dyes, rubber, cleaners, mining, oilfield and nutraceuticals.

Adhesives, and Lubricants.

We are a North American supplier of tackifier resins which provide superior adhesion to difficult-to-bond materials to the adhesives industry.

Adhesive applications for our products include construction, product assembly, packaging, pressure-sensitive labels and tapes, hygiene products, and road markings.

We supply lubricant additives and corrosion inhibitors for the metalworking and fuel additives markets.

Our lubricant products are multi-functional additives that contribute to lubricity, wetting, corrosion inhibition, emulsification, and general performance efficiency.

We sell our industrial specialties products to approximately 400 customers around the globe in over 40 countries through our own direct sales representatives and third-party sales representatives and distributors.

Road Markings

Our road markings product line produces thermoplastic and waterborne paint road markings technologies which provide long service life, excellent adhesion, superior color, and higher retro-reflectivity.

Based on the customer and/or governmental agency requirements, the markings can be designed for varying levels of initial and retained performance properties.

We supply our road markings products to approximately 200 customers in North America through our own direct sales force.

In 2025, our ten largest customers accounted for approximately 59 percent of the product line's sales.

Our largest customers include Solenis, Arboris, ChampionX, and Syngenta.

Our competitors, which differ depending on the product, application, and region, include Kraton Corp., Forchem, Eastman Chemical Co., Borregaard ASA, Repsol S.A., Lamberti S.p.A., Cargill, Vantage, and PMC, as well as several others.

Specific to our industrial specialty products, our customers select the product that provides the best balance of performance, consistency, and price.

Reputation and loyalty are also valued by our customers and allow us to win business when other factors are equal.

In agrochemicals, the selection of a dispersant is made early in the product development cycle and the formulator has a choice among our sulfonated lignin products, lower-quality lignosulfonates and other surfactants such as naphthalene sulfonates.

In adhesives, our products compete against other tackifiers, including other tall oil resin ("TOR") based tackifiers as well as tackifiers produced from gum rosin and hydrocarbon based materials.

In lubricants, we compete against other producers of distilled tall oil and additives.

In our industrial intermediates business, our tall oil fatty acid ("TOFA") competes against widely available fats and oils derived from tallow, soy, rapeseed, palm, and cotton sources.

Our largest customers include TRP Group, and Frontline.

Our primary competitors in road markings are Sherwin-Williams Company, and PPG Industries Traffic Solutions.

We are a proven and trusted provider of mission-critical road marking solutions, relied upon by leading private contractors and government agencies across North America.

We maintain a strong, defensible market position reinforced by deep customer relationships and a competitive advantage built on exceptional service, reliability, and consistent product performance.

Advanced Polymer Technologies

Our Advanced Polymer Technologies segment produces caprolactone and caprolactone-based specialty polymers for use in coatings, resins, elastomers, adhesives, bioplastics, and medical devices.

Our Advanced Polymer Technologies segment produces caprolactone and caprolactone-based specialty polymers for use in coatings, resins, elastomers, adhesives, bioplastics, and medical.

Advanced Polymer Technologies' net sales for 2025, 2024, and 2023 were $160.2 million, $188.6 million, and $204.0 million, respectively.

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We maintain multiple suppliers of cyclohexanone to protect against supply disruptions and to maintain competitive pricing.

Our hydrogen peroxide is currently supplied by Solvay Interox Limited under a long-term supply agreement.

Our hydrogen peroxide is currently supplied by Solvay Interox Limited.

We sell our Advanced Polymer Technologies products to approximately 200 customers around the globe through our own direct sales representatives and third-party sales representatives and distributors.

In 2025, our ten largest customers accounted for approximately 44 percent of the segment's sales.

Our largest customers are active in polyurethane, elastomers, adhesives, coatings, and bioplastics manufacturers.

Our largest customers are active in polyurethane, elastomers, adhesives, coatings, and bioplastics applications.

Our primary caprolactone competitors are Daicel Corporation, Hunan Juren Chemical Hitechnology, and BASF SE, but we also face competition from other competing materials.

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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-K

Item 1. Business