What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-19 · 524 added, 425 removed, 1610 unchanged (37% of the section changed)

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February 26, 2026

/S/ LUIS FERNANDEZ-MORENO /S/ MARY DEAN HALL

Luis Fernandez-Moreno Mary Dean Hall

Interim President and Chief Executive Officer Executive Vice President and Chief Financial Officer

LI /S/ MARY DEAN HALL

Li Mary Dean Hall

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

Report of Independent Registered Public Accounting Firm

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ingevity Corporation and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Ingevity Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(ii) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Annual Goodwill Impairment Assessment – Advanced Polymer Technologies Reporting Unit

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $175.2 million as of December 31, 2024, of which $170.9 million relates to the Advanced Polymer Technologies reporting unit.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Interim Goodwill Impairment Assessment – Advanced Polymer Technologies Reporting Unit

As described in Notes 2 and 8 to the consolidated financial statements, the Company's consolidated goodwill balance was $4.3 million as of December 31, 2025.

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

During the second quarter of 2025, management performed an analysis of the Advanced Polymer Technologies ("APT") reporting unit's goodwill.

The fair value of the reporting unit was determined by management using both the income approach and market approach.

The income approach determines fair value based on a discounted cash flow model derived from a reporting unit’s long-term forecasted cash flows, and the market approach determines fair value based on the application of earnings multiples of comparable companies to projected earnings of the reporting unit.

The income approach determines fair value based on a discounted cash flow model derived from a reporting unit's long-term forecasted cash flows.

The market approach determines fair value based on the application of earnings multiples of comparable companies to projected earnings of the reporting unit.

The amount of impairment loss is measured as the difference between the carrying value and the fair value of a reporting unit but is limited to the total amount of goodwill allocated to a reporting unit.

The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including forecasted revenue growth rates, forecasted Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") margins, and discount rate.

Management concluded that there was no impairment for the year ended December 31, 2024.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Advanced Polymer Technologies reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

Based on the results of the interim quantitative analysis, management concluded that the carrying value of the APT reporting unit exceeded its fair value and recorded a non-cash goodwill impairment charge of $183.8 million, representing all of the goodwill associated with the APT reporting unit.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the APT reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to forecasted revenue growth rates, forecasted EBITDA margins, and discount rate used in the discounted cash flow model;

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s annual goodwill impairment assessment, including controls over the valuation of the Advanced Polymer Technologies reporting unit.

These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessment, including controls over the valuation of the APT reporting unit.

These procedures also included, among others (i) testing management's process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the income and market approaches;

(ii) evaluating the appropriateness of the discounted cash flow model;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecasted revenue growth rates, forecasted EBITDA margins, and discount rate.

Evaluating management’s significant assumptions related to the forecast of forecasted revenue growth rates and forecasted EBITDA margins involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the Advanced Polymer Technologies reporting unit;

Evaluating management's significant assumptions related to the forecasted revenue growth rates and forecasted EBITDA margins involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the APT reporting unit;

(ii) the consistency with external market data;

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Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company's discounted cash flow model and (ii) the reasonableness of the discount rate.

Long-Lived Asset Impairment Assessments – APT and Performance Chemicals Road Markings Asset Groups

As described in Notes 2, 7 and 8 to the consolidated financial statements, management periodically evaluates whether current events or circumstances indicate that the carrying value of long-lived assets, including intangible assets, to be held and used may not be recoverable.

If such circumstances are determined by management to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to carrying value to determine whether impairment exists.

If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available.

If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

During the second quarter of 2025, management concluded that a triggering event occurred for the APT asset group.

Management performed a recoverability test for the APT asset group and concluded that the estimated undiscounted cash flows exceeded the related carrying value and, therefore, no adjustment to the carrying value of the long-lived assets was recorded.

The calculated estimated undiscounted cash flows of the APT asset group reflects a number of significant management assumptions and estimates including forecasted revenue growth rates, forecasted EBITDA margins, and EBITDA exit multiple.

Additionally, during the fourth quarter of 2025, management concluded that a triggering event occurred for the Performance Chemicals road markings asset group.

Based on the results of

management's quantitative analysis, which was based on both quoted market prices in active markets and a discounted value of estimated future cash flows, management concluded that the carrying value of the Performance Chemicals road markings asset group exceeded its fair value, which resulted in recording a non-cash long-lived assets impairment charge of $109.3 million.

The calculated estimated fair value of the Performance Chemicals road markings asset group included significant management assumptions and estimates such as forecasted revenue growth rates, forecasted EBITDA margins, and discount rate.

The principal considerations for our determination that performing procedures relating to the long-lived asset impairment assessments of the APT and Performance Chemicals road markings asset groups is a critical audit matter are (i) the significant judgment by management when assessing recoverability of the APT asset group and developing the fair value estimate of the Performance Chemicals road markings asset group;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to (a) revenue growth rates, EBITDA margins, and EBITDA exit multiple used in the undiscounted cash flows for the APT asset group, and (b) revenue growth rates, EBITDA margins, and discount rate used in the fair value estimate for the Performance Chemicals road markings asset group;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management's long-lived asset impairment assessment.

These procedures also included, among others (i) testing management's process for assessing recoverability of the APT and Performance Chemicals road markings asset groups;

(ii) evaluating the appropriateness of the undiscounted and discounted cash flow models used to assess recoverability and estimate the fair value of the Performance Chemicals road markings asset group;

(iii) testing the completeness and accuracy of underlying data used in undiscounted and discounted cash flow models;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, EBITDA margins and EBITDA exit multiple for the APT asset group, and (b) revenue growth rates, EBITDA margins and discount rate for the Performance Chemicals road markings asset group.

Evaluating management's assumptions related to revenue growth rates and forecasted EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the APT and Performance Chemicals road markings asset groups;

(ii) the consistency with external market data;

(iii) quoted market prices in active markets for the Performance Chemicals road markings asset group;

and (iv) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company's undiscounted and discounted cash flow models;

(ii) the reasonableness of the EBITDA exit multiple assumption for the APT asset group;

and (iii) the reasonableness of the discount rate assumption for the Performance Chemicals road markings asset group.

/s/ PricewaterhouseCoopers LLP

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Goodwill impairment charge 183.8 306.6 —

Long lived asset impairment charge 109.3 — —

Acquisition-related costs — 0.3 3.6

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Interest income ( 5.2 ) ( 7.7 ) ( 6.3 )

Income (loss) before income taxes ( 535.6 ) ( 10.1 ) 269.6

Provision (benefit) for income taxes ( 105.3 ) ( 4.7 ) 58.0

Income (loss) from continuing operations before income taxes ( 142.1 ) ( 140.5 ) 130.0

Provision (benefit) for income taxes on continuing operations 8.2 ( 19.1 ) 24.2

Net income (loss) from continuing operations ( 150.3 ) ( 121.4 ) 105.8

Income (loss) from discontinued operations, net of income taxes ( 16.8 ) ( 308.9 ) ( 111.2 )

Net income (loss) $ ( 167.1 ) $ ( 430.3 ) $ ( 5.4 )

Per share data

Basic earnings (loss) per share from continuing operations $ ( 4.15 ) $ ( 3.34 ) $ 2.90

Basic earnings (loss) per share from discontinued operations ( 0.46 ) ( 8.51 ) ( 3.05 )

Basic earnings (loss) per share $ ( 4.61 ) $ ( 11.85 ) $ ( 0.15 )

Diluted earnings (loss) per share from continuing operations $ ( 4.15 ) $ ( 3.34 ) $ 2.88

Diluted earnings (loss) per share from discontinued operations ( 0.46 ) ( 8.51 ) ( 3.03 )

Diluted earnings (loss) per share $ ( 4.61 ) $ ( 11.85 ) $ ( 0.15 )

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Reclassification of foreign currency translation losses — ( 0.2 ) —

Unrealized gain (loss) on net investment hedges, net of tax provision (benefit) of zero , zero , and $ 3.2

Total foreign currency adjustments, net of tax provision (benefit) of zero , zero , and $ 3.2

Total foreign currency adjustments, net of tax provision (benefit) of zero , zero , and zero

42.5 ( 18.8 ) 20.2

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Reclassifications of deferred derivative instruments (gain) loss, included within net income (loss), net of tax (provision) benefit of $ 0.1 , $ 0.6 , and $ 0.9

1.8 3.0 ( 7.8 )

Total derivative instruments, net of tax provision (benefit) of $( 0.5 ), $ 0.7 , and $( 0.1 )

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Pension & other postretirement benefits:

Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax provision (benefit) of $ 0.5 , zero , and $ 1.0

Reclassifications of net actuarial and other (gain) loss, amortization of prior service cost, and settlement and curtailment (income) charges, included within net income, net of tax (provision) benefit of $ 0.1 , $ 0.1 , and $ 0.1

Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax provision (benefit) of $ 0.2 , $ 0.5 , and zero

Total pension and other postretirement benefits, net of tax provision (benefit) of $ 0.2 , $ 0.6 , and $ 0.1

Other comprehensive income (loss), net of tax provision (benefit) of $ 1.3 , zero , and $ 4.5

Other comprehensive income (loss), net of tax provision (benefit) of $( 0.3 ), $ 1.3 , and zero

41.9 ( 14.7 ) 20.1

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Cash and cash equivalents $ 78.1 $ 68.0

Accounts receivable, net of allowance of $ 0.6 million - 2024 and $ 1.1 million - 2023

Accounts receivable, net of allowance of $ 1.5 - 2025 and $ 0.6 - 2024

Inventories, net 186.0 195.9

Prepaid and other current assets 47.0 51.1

Current assets of discontinued operations 15.9 46.5

Current assets 454.2 493.2

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Deferred income taxes 117.0 117.9

Restricted investment, net of allowance of $ 0.2 million - 2024 and $ 0.2 million - 2023

Restricted investment, net of allowance of $ 0.2 - 2025 and $ 0.2 - 2024

Strategic investments 83.1 87.3

Other assets 74.9 79.2

Noncurrent assets of discontinued operations 19.5 21.8

Total Assets $ 1,651.1 $ 2,022.6

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Income taxes payable 4.7 5.6

Current liabilities of discontinued operations 3.1 2.9

Current liabilities 341.3 264.1

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Other liabilities 40.5 130.6

Noncurrent liabilities of discontinued operations 0.7 3.2

Total Liabilities 1,621.4 1,827.4

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Common stock issued 183.7 — — — — — —

Exercise of stock options, net 41.2 — 2.2 — — — 2.2

Tax payments related to vested restricted stock units — — — — — ( 3.1 ) ( 3.1 )

Share repurchase program — — — — — ( 92.1 ) ( 92.1 )

Share-based compensation plans — — 11.9 — — — 11.9

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Common stock issued 227.8 — — — — — —

Exercise of stock options, net 33.7 — 0.9 — — — 0.9

Tax payments related to vested restricted stock units — — — — — ( 3.7 ) ( 3.7 )

Share repurchase program — — — — — ( 56.3 ) ( 56.3 )

Share-based compensation plans — — 18.0 — — 0.8 18.8

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CTO resales — 52.7 22.0

LIFO reserve ( 18.7 ) 72.9 10.0

LIFO liquidation ( 6.8 ) ( 5.8 ) ( 28.5 )

Share-based compensation 18.3 11.9 10.6

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Goodwill impairment charge 183.8 349.1 —

Long lived assets impairment charge 109.3 — —

Other non-cash items 7.6 17.0 36.2

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

Changes in operating assets and liabilities:

Accounts receivable, net 12.2 38.2 42.7

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Capital expenditures ( 57.7 ) ( 77.6 ) ( 109.8 )

Payments for acquired businesses, net of cash acquired — — ( 344.5 )

Proceeds from sale of strategic investment — 31.5 —

Net investment hedge settlement — — 14.7

Purchase of strategic investments ( 0.3 ) ( 2.4 ) ( 77.4 )

Proceeds from disposition of assets 3.6 —

Sale (purchase) of strategic investments, net ( 16.4 ) ( 0.3 ) 29.1

Restricted investment 13.0 — 7.0

Other investing activities, net — ( 1.6 ) ( 3.6 )

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Payments on revolving credit facility and other borrowings ( 483.6 ) ( 470.6 ) ( 382.9 )

Payments on long-term borrowings — — ( 628.1 )

Debt issuance costs — — ( 0.4 )

Debt repayment costs — — ( 3.8 )

Financing lease obligations, net ( 1.3 ) ( 1.0 ) ( 0.7 )

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Repurchases of common stock under publicly announced plan ( 56.3 ) — ( 92.1 )

Other financing activities, net — — ( 0.8 )

Net cash provided by (used in) financing activities $ ( 252.2 ) $ ( 70.2 ) $ ( 99.9 )

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15 Restructuring and Other (Income) Charges, net

16 Acquisitions

16 Income Taxes

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19 Earnings (Loss) per Share

20 Discontinued Operations

21 Supplemental Information

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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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Performance Materials engineers, manufactures, and sells 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 Performance Chemicals segment consists of our road technologies and industrial specialties product lines.

Performance Chemicals products serve as critical inputs used in a variety of high-performance applications, including pavement construction, pavement preservation, pavement reconstruction and recycling, and paint for road markings (road technologies product line), as well as agrochemical dispersants, lubricants, certain adhesives, rubber, and other diverse industrial uses (industrial specialties product line).

We also produce several other activated carbon products for food, water, beverage, and chemical purification applications.

Our Performance Chemicals segment products serve as critical inputs used in a variety of high-performance applications, including asphalt pavement construction, preservation, reconstruction and recycling, paint for road markings, and agrochemical dispersants.

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

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.

Basis of Consolidation and Presentation

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Highly liquid securities with an original maturity of three months or less are considered cash equivalents.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Accounts receivable, net of allowance:

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The financial instruments that potentially subject Ingevity to concentrations of credit risk are accounts receivable.

We limit our credit risk by performing ongoing credit evaluations and, when necessary, requiring

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

letters of credit, guarantees, or collateral.

We limit our credit risk by performing ongoing credit evaluations and, when necessary, requiring letters of credit, guarantees, or collateral.

Our largest customer as of December 31, 2025 had accounts receivable of $ 11.0 million and $ 8.3 million as of December 31, 2025 and 2024, respectively.

Sales to our largest customer were approximately six percent of total Net sales for the year ended December 31, 2024, and four percent of total Net sales for the years ended December 31, 2023, and 2022, respectively.

Sales to our largest customer were approximately seven percent of total Net sales for the year ended December 31, 2025, and seven percent of total Net sales for the year ended December 31, 2024.

Sales to the automotive industry, which represents our largest industry concentration, were approximately 48 percent of our consolidated Net sales.

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The following table provides details on the useful lives and proportion of our machinery and equipment ("M&E") in each useful life category.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

M&E Cost Depreciable Life in Years Types of Assets

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lease term, currency, and the economic environment for the physical location of the leased asset.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Our operating leases principally relate to the following leased asset classes:

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Warehousing and storage facilities 3 to 10 years

Vehicles 4 years

Rail cars 1 to 10 years

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If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available.

If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

If quoted market prices are not available, the estimate of fair value is based on various valuation techniques,

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

including a discounted value of estimated future cash flows.

We report an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

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In performing the fair value analysis, management makes various judgments, estimates and assumptions, the most significant of which are the assumptions related to revenue growth rates, Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") margin, and discount rate.

The factors we considered in developing our estimates and projections for cash flows include, but are not limited to, the following:

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and (v) other relevant entity-specific events that impact our reporting units.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

The determination of whether goodwill is impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the estimated fair values of our reporting units.

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Other intangible assets are amortized over their estimated useful lives which range from 3 to 17 years.

Any potential impairment for definite-lived intangible assets will be calculated in the same manner as disclosed under impairment of property, plant, and equipment.

Any potential impairment for definite-lived intangible assets will be calculated in the same manner as disclosed under impairment of long lived assets.

Customer relationships are amortized in a manner that reflects the pattern in which the economic benefits of the intangible asset are consumed.

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Subsequent adjustments to our initial investment are recorded within Other (income) expense, net on the consolidated statement of operations.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Strategic investments accounted for under the measurement alternative, where fair value is not readily determinable, are accounted for at cost.

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generally, this occurs with the transfer of control of our products.

For certain limited contracts, where we are producing goods with no alternative use and for which we have an enforceable right to payment for performance completed to date, we are recognizing revenue as goods are

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

manufactured, rather than when they are shipped.

Revenues are presented as Net sales on the consolidated statements of operations.

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Costs are expensed as incurred and primarily include employee compensation, technical equipment costs, material testing, and innovation-related expenses.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Indirect costs allocated to divestiture:

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

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

Corporate and other costs:

Costs are expensed as incurred and are associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a New York Stock Exchange ("NYSE") listed entity.

Also includes corporate administrative function share of information technology, safety, health, accounting and human resource departments.

Restructuring and other (income) charges, net:

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The useful lives of assets to be abandoned that have a remaining future service potential are adjusted and depreciation is recorded over the adjusted useful life.

Non-operating income and expense:

Non-operating income and expenses are included within Other (income) expense, net on the consolidated statement of operations.

Included within Other (income) expense, net, among other items, are gains and losses associated with crude tall oil ("CTO") resales and CTO supply contract termination charges.

As further described in Note 15, due to the actions taken and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO volumes through 2025 at amounts in excess of required CTO volumes.

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

Our Performance Chemicals reportable segment is in the business of producing, primarily from CTO-based feedstocks, derivative specialty chemicals for sale to third-party customers.

As a result of the Performance Chemicals repositioning, we sold excess CTO volumes, which is outside of the ordinary course of business, that is, not a normal ongoing part of our operations and not core to our business.

The excess CTO volumes, calculated as the volume directly attributable to reduced CTO refining capacity as defined under the contractual terms of the CTO supply contract, on hand at period end will be valued at the lower of cost or expected selling price, less costs to sell.

Volumes on hand at period end and any pending CTO resale receivables will be recorded to Other current assets on the consolidated balance sheets.

Any payables associated with the purchases of the excess CTO volumes will be recorded to Accrued expenses on the consolidated balance sheets.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

recognize the net gains or losses associated with the CTO resale activities within Other (income) expenses, net on the consolidated statement of operations.

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

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

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

Income taxes:

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Valuation allowances are recognized to reduce deferred tax assets when it is more-likely-than-not that a tax benefit will not be realized.

We do not provide income taxes on undistributed earnings of consolidated foreign subsidiaries, as it is our intention that such earnings will remain invested in those companies.

During the year ended December 31, 2025, we determined that the earnings of some of our subsidiaries are no longer permanently reinvested due to global trade volatility.

As a result of this change, we recorded $ 1.3 million of deferred taxes associated with our unremitted China earnings.

The remainder of our subsidiaries remain permanently reinvested.

We recognize income tax positions that are more-likely-than-not to be realized and accrue interest related to unrecognized income tax positions, which is included as a component of the income tax provision, on the consolidated statements of operations.

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The costs (or benefits) and obligations for these benefit programs are also affected by other assumptions, such as average retirement age, mortality rates, employee turnover, and plan participation.

To the extent our plans' actual experience, as influenced by changing economic and financial market conditions or by changes to our own plans' demographics, differs from these assumptions, the costs and obligations for providing these benefits, as well as the plans' funding requirements, could increase or decrease.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

funding requirements, could increase or decrease.

When actual results differ from our assumptions, the difference is typically recognized over future periods.

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Our operating segments are Performance Materials, Performance Chemicals, and Advanced Polymer Technologies.

Our operating segments were determined based upon the nature of the products produced, the nature of

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

the production process, the type of customer for the products, the similarity of economic characteristics, and the manner in which management reviews results.

Our operating segments were determined based upon the nature of the products produced, the nature of the production process, the type of customer for the products, the similarity of economic characteristics, and the manner in which management reviews results.

Our chief operating decision maker evaluates the business at the segment level when making decisions about allocating resources and assessing the performance of Ingevity as a whole.

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Due to our proactive mitigation of these potential credit risks, we anticipate performance by our counterparties to these contracts, and therefore, no material loss is expected.

In order to mitigate the impact of market risks, we have and may enter into both net investment hedges and cash flow hedges.

In order to mitigate the impact of market risks, we have and may enter into cash flow hedges.

Cash flow hedges:

Cash flow hedges are derivative financial instruments designated as and used to hedge the exposure to variability in expected future cash flows that are attributable to a particular risk.

The derivative financial instruments that are designated and qualify as a cash flow hedge are recorded on the consolidated balance sheetsat fair value, and the changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the anticipated cash flows of the underlying exposures being hedged.

The derivative financial instruments that are designated and qualify as a cash flow hedge are recorded on the consolidated balance sheets at fair value, and the changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the anticipated cash flows of the underlying exposures being hedged.

The gains and losses arising from qualifying hedging instruments are reported as a component of Accumulated other comprehensive income (loss) ("AOCI") located within the consolidated balance sheets and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

The reclassification gains or losses of the hedge from AOCI are recorded in the same financial statement caption on the consolidated statements of operations as the hedged item.

For example, designated cash flow hedges entered to minimize foreign currency exchange risk of forecasted revenue transactions are recorded to Net sales on the consolidated statements of operations when the forecasted transaction occurs.

Designated commodity cash flow hedges gains or losses recorded in AOCI are recognized within Cost of sales on the consolidated statements of operations when the inventory is sold.

Designated interest rate cash flow hedge gains or losses are recorded in Accumulated other comprehensive income (loss) AOCI and are recognized in Interest expense on the consolidated statements of operations on a straight-line basis over the remaining maturity of the underlying debt.

Net investment hedges:

Net investment hedges are defined as derivative or non-derivative instruments, which are designated as and used to hedge the foreign currency exposure of the net investment in certain foreign operations.

The net of the change in the hedge instrument and the item being hedged against for qualifying net investment hedges is reported as a component of the foreign currency adjustments ("CTA") within AOCI on the consolidated balance sheets.

The gains (losses) on net investment hedges are reclassified to earnings only when the related CTA are required to be reclassified, usually upon the sale or liquidation of the investment.

Ingevity Corporation

1 unchanged sentence

December 31, 2025

the forecasted transaction occurs.

Designated commodity cash flow hedges gains or losses recorded in AOCI are recognized within Cost of sales on the consolidated statements of operations when the inventory is sold.

Designated interest rate cash flow hedge gains or losses are recorded in Accumulated other comprehensive income (loss) AOCI and are recognized in Interest expense or Interest income on the consolidated statements of operations on a straight-line basis over the remaining maturity of the underlying debt.

Treasury stock:

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ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

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

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

We adopted this standard which is effective beginning with our 2024 fiscal year Form 10-K, and it has been applied to all prior periods presented in the Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which is intended to enhance income tax disclosures around the rate reconciliation and income taxes paid.

The purpose of the amendment is to

Ingevity Corporation

1 unchanged sentence

December 31, 2025

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which is intended to enhance income tax disclosures around the rate reconciliation and income taxes paid.

The purpose of the amendment is to provide readers of the financial statements with information to better assess the differences between the effective tax rate and the statutory tax rate across multiple jurisdictions, enabling them to understand tax implications around operational opportunities and potential future cash flows.

The guidance is effective beginning with our 2025 fiscal year Consolidated Financial Statements.

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

provide readers of the financial statements with information to better assess the differences between the effective tax rate and the statutory tax rate across multiple jurisdictions, enabling them to understand tax implications around operational opportunities and potential future cash flows.

We adopted this standard which is effective beginning with our 2025 fiscal year Form 10-K, and it has been applied retrospectively in the Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

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

The guidance is effective beginning with our 2027 fiscal year Consolidated Financial Statements.

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

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

4 unchanged sentences

Performance Materials segment $ 606.9 $ 609.6 $ 586.0

Road Technologies product line 342.3 369.8 241.3

Industrial Specialties product line (1)

265.9 532.3 633.8

Pavement Technologies product line 302.6 300.9 312.1

Road Markings product line 97.9 101.0 113.4

Performance Chemicals segment $ 400.5 $ 401.9 $ 425.5

1 unchanged sentence

Net sales $ 1,167.6 $ 1,200.1 $ 1,215.5

_______________

(1) The reduction in the industrial specialties product line from 2023 to 2024 was due to the repositioning action taken to improve the Performance Chemicals reportable segment, refer to Note 15 for more information.

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

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Nonrecurring Fair Value Measurements

There were no nonrecurring fair value measurements on the consolidated balance sheetsduring the years ended December 31, 2024 and 2023.

During the year ended December 31, 2025, we measured our Advanced Polymer Technologies reporting units' goodwill and our Performance Chemicals road markings long-lived assets at fair value in connection with impairment testing.

These measurements are Level 3 and were determined using both the income approach and market approach for Goodwill and both quoted market prices in active markets and a discounted value of estimated future cash flows for our long-lived assets.

Refer to Note 7 and Note 8 for more information, including key assumptions.

Strategic Investments

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The aggregate carrying value of all strategic equity method investments was $ 3.1 million and $ 15.4 million at December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, respectively, we had approximately $ 5.3 million and $ 5.6 million of unfunded commitments, associated with a venture capital fund investment accounted for under the equity method of accounting, which we anticipate will be paid over a period of 10 years.

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

We recognized an additional $ 0.1 million gain associated with the equity method investment sale during the period ended December 31, 2024.

During the fourth quarter of 2025, we sold a strategic equity method investment for $ 6.8 million, resulting in a $ 7.1 million loss, recorded within "Other (income) expense, net" on the consolidated statement of operations.

We recognized an additional $ 0.1 million gain associated with an equity method investment sale during the years ended December 31, 2025, and 2024, respectively.

As of December 31, 2025 and 2024, respectively, we had approximately $ 3.5 million and $ 5.3 million of unfunded commitments, associated with a venture capital fund investment accounted for under the equity method of accounting, which we anticipate will be paid over a period of 10 years beginning from the fourth quarter of 2022.

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

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The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 80.0 million and $ 71.9 million at December 31, 2025 and 2024, respectively.

For the year ended December 31, 2024, the Company identified triggering events indicating that investments being accounted for under the measurement alternative may be impaired, and recognized impairment charges of $ 11.5 million, recorded in Other (income) expense, net on the consolidated statement of operations.

There were no adjustments to the carrying value of the measurement alternative method investments for impairment or observable price changes for the periods ended December 31, 2023.

During the year ended December 31, 2025, strategic investments accounted for under the measurement alternative method increased $ 20.0 million.

For the years ended December 31, 2025 and 2024, the Company identified triggering events indicating that investments being accounted for under the measurement alternative may be impaired, and recognized impairment charges of $ 11.9 million and $ 2.1 million, respectively, recorded in "Other (income) expense, net" on the consolidated statement of operations.

Restricted Investment

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As the rating decreases, the risk present in holding the bond is inherently increased, leading to an increase in expected credit losses.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

HTM Debt Securities

2 unchanged sentences

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

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Debt and Finance Lease Obligations

16 unchanged sentences

The repositioning actions taken to improve our Performance Chemicals reportable segment has reduced overall LIFO inventory (refer to Note 15 for more detail).

During the year ended December 31, 2024, inventory quantities carried on a LIFO basis, primarily in our Performance Chemicals reportable segment domestic inventory, were reduced which led to liquidations of LIFO inventory quantities.

These reductions resulted in a pre-tax decrease of $ 6.9 million, recorded in Cost of sales on our consolidated statement of operations.

No such reductions occurred during the year ended December 31, 2023.

During the years ended December 31, 2025 and 2024, changes to inventory quantities carried on a LIFO basis, resulted in a pre-tax increase of $ 10.0 million and pre-tax decrease of $ 6.3 million for the years ended December 31, 2025 and 2024, respectively, recorded in Cost of sales on our consolidated statement of operations.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Property, Plant, and Equipment, net

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accumulated depreciation ( 967.2 ) ( 929.4 )

( 956.9 ) ( 818.9 )

Property, plant, and equipment, net (1)

1 unchanged sentence

_______________

(1) As a result of the Performance Chemicals repositioning, as further described in Note 15, we accelerated the depreciation of certain property, plant, and equipment assets in 2024 and 2023.

This resulted in $ 92.6 million and $ 46.3 million of additional expense for the years ended December 31, 2024 and 2023, respectively, which is included in Restructuring and other (income) charges, net within the consolidated statement of operations.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

(2) Includes finance leases related to machinery and equipment of $ 93.7 million and $ 94.2 million, and net carrying value of $ 20.3 million and $ 22.7 million;

(1) Includes finance leases for the years ended December 31, 2025, and 2024 related to machinery and equipment of $ 92.6 million and $ 93.7 million, and net carrying value of $ 17.8 million and $ 20.3 million;

buildings and leasehold improvements of $ 28.9 million and $ 39.2 million, and net carrying value of $ 19.2 million and $ 29.9 million, respectively.

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Depreciation expense, excluding accelerated depreciation included in Restructuring and other (income) charges, net, was $ 66.9 million, $ 65.1 million, and $ 65.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Long Lived Asset Impairment Charge

We periodically evaluate whether current events or circumstances indicate that the carrying value of our long-lived assets, including intangible assets, to be held and used may not be recoverable.

If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to carrying value to determine whether impairment exists.

As a result of the advanced diligence completed in the fourth quarter of 2025 as part of our pursuit of a sale of the Performance Chemicals' road markings asset group, we concluded that a triggering event occurred.

The triggering event required us to conduct an impairment analysis of the Performance Chemicals road markings long-lived assets, which included significant assumptions such as the revenue growth rates, earnings before interest, taxes, depreciation, and amortization ("EBITDA") margins, 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, which was based on both quoted market prices in active markets and a discounted value of estimated future cash flows, we concluded that the carrying value of the Performance Chemicals road markings asset group exceeded its fair value.

As a result, we recorded a non-cash impairment charge of $ 109.3 million.

The charge is included within "Long lived asset impairment charge" on the consolidated statements of operations for the twelve months ended December 31, 2025, and was allocated between "Property, plant, and equipment, net" and "Other intangibles, net" on the consolidated balance sheets in the amount of $ 25.2 million, and $ 84.1 million, respectively.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Goodwill and Other Intangible Assets, net

3 unchanged sentences

$ 4.3 $ — $ 170.9 $ 175.2

Segment change reallocation — ( 165.0 ) 165.0 —

Foreign currency translation — — 12.9 12.9

Balance as of December 31, 2023

$ 4.3 $ 349.4 $ 173.8 $ 527.5

Goodwill impairment charge — — ( 183.8 ) ( 183.8 )

Foreign currency translation — ( 0.3 ) ( 2.9 ) ( 3.2 )

Balance as of December 31, 2025

Goodwill 4.3 349.1 170.9 524.3

Accumulated impairment losses — ( 349.1 ) — ( 349.1 )

$ 4.3 $ — $ — $ 4.3

_______________

(1) Includes accumulated impairment losses of $ 306.6 million related to the Performance Chemicals reportable segment.

Impairment Assessment(s) and Goodwill Impairment Charge

Impairment Assessment

Our fiscal year 2024 annual goodwill impairment assessment was performed as of October 1, 2024.

We determined that the fair value of our reporting units were in excess of their carrying value and therefore concluded that no goodwill impairment existed.

The results of our October 1st annual review calculated that our APT reporting unit headroom, defined as the percentage difference between the fair value of a reporting unit and its carrying value, is 12 percent.

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

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

Annual Impairment Assessment

Our fiscal year 2025 annual goodwill impairment assessment for our Performance Materials reporting unit was performed as of October 1, 2025.

Qualitatively, we determined that the fair value of our reporting units were in excess of their carrying value and therefore concluded that no goodwill impairment existed.

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

Goodwill Impairment Charge

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

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

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

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

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Interim 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 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 rates, EBITDA margins, 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 consolidated statements of operations for the twelve months ended December 31, 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.

Our analysis included significant assumptions such as the revenue growth rates, EBITDA margins, and EBITDA exit multiple, which are judgmental.

Variations in any assumptions could result in materially different calculations of undiscounted cash flows.

Goodwill Impairment Charge - Performance Chemicals

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

1 unchanged sentence

Our analysis included significant assumptions such as:

revenue growth rate, EBITDA margin, and discount rate, which are judgmental, and variations in any assumptions could result in materially different calculations of fair value.

revenue growth rates, EBITDA margins, and discount rate, which are judgmental, and variations in any assumptions could result in materially different calculations of fair value.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Our analysis reassessed the expected cash flows in light of current performance and expected lack of near term recovery in our industrial specialties product line, resulting in lower volume and profitability expectations.

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

The charge was is included within Goodwill impairment charge on the consolidated statements of operations for the year ended December 31, 2024.

The charge was included within "Goodwill impairment charge" on the consolidated statements of operations for the year ended December 31, 2024.

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

4 unchanged sentences

December 31, 2023 $ 396.5 $ 92.6 $ 91.7 $ 580.8

Retirements (2)

( 129.0 ) — ( 1.9 ) ( 130.9 )

Foreign currency translation ( 2.6 ) ( 1.2 ) ( 1.1 ) ( 4.9 )

1 unchanged sentence

Retirements — — ( 4.1 ) ( 4.1 )

( 129.0 ) — ( 1.9 ) ( 130.9 )

Foreign currency translation 11.8 5.0 4.8 21.6

Impairment (3)

( 82.8 ) ( 14.2 ) ( 19.6 ) ( 116.6 )

December 31, 2025 $ 193.9 $ 82.2 $ 69.8 $ 345.9

3 unchanged sentences

( 38.9 ) ( 5.5 ) ( 9.9 ) ( 54.3 )

Retirements (2)

129.0 — 1.9 130.9

Foreign currency translation 0.9 0.4 0.6 1.9

1 unchanged sentence

Amortization ( 15.0 ) ( 5.5 ) ( 10.1 ) ( 30.6 )

( 38.9 ) ( 5.5 ) ( 9.9 ) ( 54.3 )

Retirements — — 3.2 3.2

129.0 — 1.9 130.9

Foreign currency translation ( 4.3 ) ( 1.7 ) ( 2.7 ) ( 8.7 )

Impairment (3)

19.2 4.9 8.4 32.5

December 31, 2025 $ ( 88.5 ) $ ( 37.7 ) $ ( 43.6 ) $ ( 169.8 )

3 unchanged sentences

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

(2) As a result of the Performance Chemicals repositioning, as further described in Note 15, we retired certain customer contract and relationships, and developed technology finite-lived intangible assets.

(3) The weighted average amortization period remaining for all intangibles is 10.7 years, while the weighted average amortization period remaining for customer contracts and relationships, brands, and developed technology is 11.8 years, 10.4 years, and 7.0 years, respectively.

(4) As a result of the Performance Chemicals repositioning, as further described in Note 15, we accelerated the amortization of certain customer contract and relationship finite-lived intangible assets.

This resulted in $ 22.1 million and $ 37.4 million of additional expense for the years ended December 31, 2024 and 2023, which is included in Restructuring and other (income) charges, net within the consolidated statements of operations.

(2) As a result of the Performance Chemicals repositioning, we retired certain customer contract and relationships, and developed technology finite-lived intangible assets.

(3) Impairment related to the Performance Chemicals road markings asset group.

See Note 7 for more information.

(4) As a result of the Performance Chemicals repositioning, we accelerated the amortization of certain customer contract and relationship finite-lived intangible assets.

This resulted in $ 22.1 million and $ 37.4 million of additional expense for the years ended December 31, 2024 and 2023, which is included within the discontinued operations statement of operations within Restructuring and other (income) charges, net.

Refer to Note 20 for more information.

(5) The weighted average amortization period remaining for all intangibles is 10.6 , while the weighted average amortization period remaining for customer contracts and relationships, brands, and developed technology is 11.2 , 11.0 , and 7.7 , respectively.

Ingevity Corporation

8 unchanged sentences

_______________

(1) Refer to footnote 4 in the preceding Other Intangible Assets table for more information on the change in amortization in 2024.

(1) The reduction in Performance Chemicals from 2024 to 2025 was primarily due to the Performance Chemicals road markings long lived asset impairment charge.

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

2 unchanged sentences

Selling, general, and administrative expenses $ 30.6 $ 32.2 $ 41.9

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

Total amortization expense $ 30.6 $ 32.2 $ 41.9

_______________

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

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

2 unchanged sentences

Financial Instruments and Risk Management

Net Investment Hedges

During 2022, we terminated our fixed-to-fixed cross-currency interest rate swaps, accounted for as net investment hedges, and received net proceeds of $ 14.7 million.

The proceeds are presented within cash provided by investing activities within the consolidated statement of cash flows.

The $ 14.7 million gain is reported as a component of the CTA within AOCI on the consolidated balance sheet.

Gains from net investment hedges are reclassified to earnings only when the related CTA are required to be reclassified, usually upon the sale or liquidation of the investment (i.e., the legal entity).

The fair value of our net investment hedge was a net asset (liability) of zero at December 31, 2024 and 2023.

During the years ended December 31, 2024, 2023, and 2022, we recognized net interest income associated with this financial instrument of zero , zero , and $ 1.1 million, respectively.

Cash Flow Hedges

7 unchanged sentences

As of December 31, 2025, there were $ 2.5 million in open foreign currency derivative contracts.

The fair value of the designated foreign currency hedge contracts was an asset (liability) of $ 0.1 million and zero as of December 31, 2024 and 2023, respectively.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

The fair value of the designated foreign currency hedge contracts was an asset (liability) of zero and $ 0.1 million as of December 31, 2025 and 2024, respectively.

Commodity Price Risk Management

3 unchanged sentences

As of December 31, 2025, we had 0.9 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges.

As of December 31, 2024, open natural gas derivative contracts hedge a portion of forecasted transactions until December 2025.

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

The fair value of the open natural gas derivative contracts was a net asset (liability) of $( 0.5 ) million and $ 0.3 million as of December 31, 2025 and 2024, respectively.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Interest Rate Risk Management

2 unchanged sentences

dollar SOFR and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026.

The fair value of outstanding interest rate instruments at December 31, 2024 and 2023 was an asset of $ 0.6 million and zero , respectively.

During 2022, we had floating-to-fixed interest rate swaps with a combined notional amount of $ 166.2 million to manage the variability of cash flows in the interest rate payments associated with our existing LIBOR-based interest payments, effectively converting $ 166.2 million of our floating rate debt to a fixed rate.

Per the terms of these instruments, we received floating rate interest payments based upon a three-month U.S.

dollar LIBOR and in return, were obligated to pay interest at a fixed rate of 3.79 percent until July 2023.

Due to the repayment of our term loan (refer to Note 10 for more information), during the second quarter of 2022, we terminated these interest rate swap instruments.

Upon termination of the interest rate swap instruments, we reclassified a $ 1.7 million gain from AOCI into Interest income on the consolidated statement of operations.

Effect of Cash Flow and Net Investment Hedge Accounting on AOCI

The fair value of outstanding interest rate instruments at December 31, 2025 and 2024 was an asset (liability) of $( 0.4 ) million and $ 0.6 million, respectively.

Effect of Cash Flow Accounting on AOCI

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

4 unchanged sentences

Natural gas contracts ( 1.2 ) ( 0.4 ) ( 4.1 ) ( 0.3 ) ( 2.5 ) ( 3.2 ) Cost of sales

Interest rate swap contracts 0.6 — 5.8 — — 1.7 Interest income

Total $ 0.4 $ ( 4.2 ) $ 11.1 $ ( 2.4 ) $ ( 3.9 ) $ 10.2

Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Recognized in Income on Derivative

(Amount Excluded from Effectiveness Testing) Location of Gain or (Loss) Recognized in Income on Derivative

(Amount Excluded from Effectiveness Testing)

Years Ended December 31,

2024 2023 2022 2024 2023 2022

Net investment hedging derivative

Currency exchange contracts (1)

$ — $ — $ 13.9 $ — $ — $ 1.1 Interest income

Interest rate swap contracts ( 1.0 ) 0.6 — — — — Interest (income) expense

Total $ ( 2.6 ) $ 0.4 $ ( 4.2 ) $ ( 0.6 ) $ ( 2.4 ) $ ( 3.9 )

_______________

(1) Reclassifications from AOCI to Net Income were zero for all periods presented.

Gains and losses would be reclassified from AOCI to Other (income) expense, net.

Within the next twelve months, we expect to reclassify $ 0.8 million of losses from AOCI to earnings before taxes.

Ingevity Corporation

1 unchanged sentence

December 31, 2025

Within the next twelve months, we expect to reclassify $ 0.2 million of losses from AOCI to earnings before taxes.

Fair-Value Measurements

1 unchanged sentence

There were no transfers of assets and liabilities that were recorded at fair value between Level 1 and Level 2 during the periods reported.

There were no non-recurring fair value measurements related to derivative assets and liabilities on our consolidated balance sheetsduring the fiscal years ending December 31, 2024, 2023, or 2022, respectively.

There were no non-recurring fair value measurements related to derivative assets and liabilities on our consolidated balance sheets during the fiscal years ending December 31, 2025, 2024, or 2023, respectively.

December 31, 2025

8 unchanged sentences

Currency exchange contracts (6)

Interest rate swap contracts (7)

Total liabilities $ — $ 1.4 $ — $ 1.4

1 unchanged sentence

In millions Level 1 (1)

Natural gas contracts (4)

$ — $ 0.4 $ — $ 0.4

Currency exchange contracts (4)

Interest rate swap contracts (5)

$ — 0.6 — 0.6

11 unchanged sentences

(6) Included within "Accrued expenses" on the consolidated balance sheets.

(7) Included within "Other liabilities" on the consolidated balance sheets.

Ingevity Corporation

19 unchanged sentences

At December 31, 2025 and 2024, $ 80.0 million of the finance lease obligation upon maturity will be settled utilizing liquid assets that have been placed into a trust established strictly for this purpose.

The trust is presented as Restricted investments on the consolidated balance sheets in the amount of $ 81.6 million and $ 79.1 million as of December 31, 2024 and 2023, respectively.

The trust is presented as Restricted investment on the consolidated balance sheets in the amount of $ 84.4 million and $ 81.6 million as of December 31, 2025 and 2024, respectively.

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

2 unchanged sentences

Among other things, the Amendment (a) extends the maturity date from October 28, 2025 to June 23, 2027 and increases the aggregate principal amount of revolving commitments thereunder from $ 500 million to $ 1 billion, (b) adds Ingevity UK as a borrower under the revolving credit facility, and (c) modifies certain leverage ratio tests and thresholds.

We are in the beginning stages of amending and extending our existing revolving credit facility, which we expect to execute before the end of the second quarter of 2026.

The amendment and extension is expected to have materially consistent provisions to that of the existing credit agreement but with an extended maturity beyond June 23, 2027.

Borrowings under the revolving credit facility bear interest at a rate per annum equal to either (a) the Secured Overnight Financing Rate ("SOFR"), subject to a zero floor, or (b) a base rate, in each case, plus an applicable margin of 1 percent to 1.75 percent for term benchmark loans and 0.00 percent to 0.75 percent for base rate loans.

The weighted average interest rate associated with our revolving credit facility, exclusive of any floating-to-fixed interest rate instrument, was 6.40 percent and 6.69 percent for the periods ended December 31, 2025, and 2024, respectively.

Fees of zero , zero , and $ 3.0 million were incurred in 2024, 2023, and 2022, respectively, to secure the various amendments associated with our revolving credit facility.

These fees have been deferred and will be amortized over the term of the facility.

Term Loan Repayment

During 2022, we repaid our outstanding term loan in an aggregate principal amount of $ 323.0 million.

Upon repayment, we recognized $ 1.3 million in outstanding interest and $ 0.4 million in repayment fees and accelerated the remaining deferred finance fees of $ 0.4 million.

The interest, fees, and accelerated deferred finance fees were recorded to Interest expense on the consolidated statements of operations.

Legal expenses associated with this repayment have been recorded as incurred.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Senior Note due 2028

On April 27, 2022, we redeemed the $ 300 million outstanding aggregate principal balance of our 4.50 % Senior Notes due in 2026 prior to maturity.

The redemption was primarily funded utilizing the outstanding capacity under our revolving credit facility.

At redemption, we recognized a $ 3.4 million redemption premium and accelerated the remaining deferred finance fees of $ 2.7 million.

Both the redemption premium and accelerated deferred finance fees were recorded to Interest expense on the consolidated statements of operations.

Legal expenses associated with this redemption have been recorded as incurred.

Senior Note due 2028

On October 28, 2020, we issued $ 550 million aggregate principal amount of 3.88 % senior unsecured notes due 2028 (the “2028 Notes”).

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Bank National Association, as trustee.

The net proceeds from the sale of the 2028 Notes, after deducting deferred financing fees of $ 8.8 million, were used to repay the existing term loan and the outstanding balances under our revolving credit facility.

The net proceeds from the sale of the 2028 Notes, after deducting deferred financing fees of $ 8.8 million, were used to repay the existing term loan and the

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

outstanding balances under our revolving credit facility.

Interest payments on the 2028 Notes are due semiannually in arrears on November 1st and May 1st of each year, at a rate of 3.88 percent per year.

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Such receivables, recorded on the consolidated balance sheet, totaled $ 43.9 million and $ 58.3 million as of December 31, 2025 and 2024, respectively.

The borrowings are presented on the consolidated balance sheets as short-term debt, and cash flows will be presented as financing on our cash flow statement.

The borrowings are presented on the consolidated balance sheets as Notes payable and current maturities of long-term debt, and cash flows will be presented as financing activities on our cash flow statement.

Fees of $ 0.4 million were incurred in 2023 to secure the Facility.

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Equity Incentive Plan

The Ingevity Corporation 2016 Omnibus Incentive Plan, adopted on May 15, 2016, grants certain corporate officers, key employees, and non-employee directors of Ingevity and subsidiaries different forms of benefits, including stock options, Restricted Stock Units ("RSUs"), Director Stock Units ("DSUs"), and Performance-based restricted Stock Units ("PSUs").

The Ingevity Corporation 2016 Omnibus Incentive Plan has a maximum shares reserve of 4,000,000 for the grant of equity awards.

The Ingevity Corporation 2025 Omnibus Incentive Plan, adopted on February 10, 2025, grants certain corporate officers, key employees, and non-employee directors of Ingevity and subsidiaries different forms of benefits, including stock options, Restricted Stock Units ("RSUs"), Director Stock Units ("DSUs"), and Performance-based restricted Stock Units ("PSUs").

The Ingevity Corporation 2025 Omnibus Incentive Plan ("2025 Plan"), adopted in February 2025, has a maximum shares reserve of 4,425,000 for the grant of equity awards.

The 2025 Plan, increased the shares available from the 2016 Omnibus Incentive Plan from 4,000,000 to 4,425,000 .

As of December 31, 2025, 1,383,737 shares under the Ingevity Corporation 2025 Omnibus Incentive Plan are still available to be granted, assuming that Ingevity performs at the target performance level in each year of the three-year performance period for PSU awards.

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The shares are reserved and authorized for issuance to participating U.S.

employees, as defined by the ESPP, excluding certain officers of Ingevity.

employees, as defined by the ESPP.

We typically issue treasury shares for issuances under the ESPP.

As of December 31, 2025, 309,997 shares under the ESPP are still available for issuance.

During fiscal year 2024, there were zero shares issued under the ESPP as all purchases under the ESPP were suspended during the third quarter of 2023.

Our share-based compensation and ESPP expense is included in the table below.

During fiscal year 2025, there were 9,614 shares issued under the ESPP at an average price of $ 37.74 .

Our share-based compensation, inclusive of continuing and discontinued operations, and ESPP expense is included in the table below.

Years Ended December 31,

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All stock options vest in accordance with vesting conditions set by the Compensation Committee.

The Compensation Committee, with the addition of rTSR to the PSUs, did not grant stock options in 2024 or 2023.

Stock options granted to date have vesting periods of one to three years from the date of grant.

The Compensation Committee, did not grant stock options in 2024 or 2023.

Stock options granted to date have vesting periods of one to four years from the date of grant.

Incentive and non-qualified options granted under the Plan expire no later than 10 years from the grant date.

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Outstanding, December 31, 2024 257 $ 63.12 3.0 $ 510

Granted 123 31.73

Exercised ( 34 ) 29.59

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The amount changes based on the fair market value of Ingevity's stock.

As of December 31, 2024, there is no remaining unrecognized compensation expense related to stock options.

As of December 31, 2025, $ 1.2 million of unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Units, Deferred Stock Units, and Performance-based Restricted Stock Units

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We periodically assess the probability of achievement of the performance criteria and adjust the amount of compensation expense accordingly.

Beginning in 2023, certain granted PSUs include a rTSR modifier that, when combined with the performance criteria could modify the final PSU payout by +/- 15 to 30 percent depending on the Company's rTSR performance over a three year performance period.

The rTSR component of the 2024 PSU awards is a market condition requiring the use of a Monte Carlo simulation on the grant date to estimate the fair value.

The assumptions utilized to calculate the fair value of the 2024 PSUs are shown in the table below.

Compensation expense is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

Beginning in 2023, certain granted PSUs include a Relative Total Shareholder Return ("rTSR") modifier that, when combined with the performance criteria could modify the final PSU payout by +/- 15 to 30 percent depending on the Company's rTSR performance over a three year performance period.

The rTSR component of the 2024 PSU awards is a market condition requiring the use of a Monte Carlo simulation on the grant date to estimate the fair value that could modify the final PSU payout by +/- 25 percent depending on the Company's rTSR performance over a three year performance period.

Beginning in 2025, certain granted PSUs include a rTSR metric.

The rTSR component of the 2025 PSU awards is a market condition requiring the use of a Monte Carlo simulation on the grant date to estimate the fair value could modify the final PSU payout depending on the Company's rTSR performance over a three year performance period.

The assumptions utilized to calculate the

Ingevity Corporation

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December 31, 2025

fair value of the 2025 PSUs are shown in the table below.

Compensation expense is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

Weighted-average assumptions used to calculate expense for PSUs Year Ended December 31, 2025

Risk-free interest rate 4.0 %

Average life of options (years) 3.0

Average life of awards (years) 3.0

Volatility 46.0 %

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(2) Excludes 30,296 non-employee director shares that were vested but unissued at December 31, 2025.

As of December 31, 2024, $ 11.6 million of unrecognized share-based compensation expense related to RSUs, DSUs and PSUs is expected to be recognized over a weighted-average period of 1 year.

As of December 31, 2025, $ 17.4 million of unrecognized share-based compensation expense related to RSUs, DSUs and PSUs is expected to be recognized over a weighted-average period of 1.3 years.

Ingevity Corporation

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Reclassification of foreign currency translation losses — ( 0.2 ) —

Gains (losses) on net investment hedges — — 13.9

tax provision (benefit) — — 3.2

Net gains (losses) on net investment hedges — — 10.7

Other comprehensive income (loss), net of tax 42.5 ( 18.8 ) 20.2

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( 0.3 ) ( 2.5 ) ( 3.2 )

Interest rate swaps (5)

Total before tax ( 0.6 ) ( 2.4 ) ( 3.9 )

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$ — $ ( 0.1 ) $ ( 0.1 )

Amortization of unrecognized net actuarial and other gains (losses) (4)

Recognized gain (loss) due to curtailment and settlement (3)

( 0.2 ) — ( 0.2 )

Total before tax — ( 0.3 ) ( 0.1 )

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

(4) Included within "Other (income) expense, net" on the consolidated statements of operations.

(5) Included within "Interest income" on the consolidated statements of operations.

Share Repurchases

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

During the year ended December 31, 2024, we repurchased zero common stock.

During the year ended December 31, 2025, we repurchased $ 56.3 million (inclusive of $ 0.4 million in excise tax) common stock, representing 1,061,460 shares of our common stock at a weighted average cost per share of $ 52.67 .

At December 31, 2025, $ 297.5 million remained unused under our Board-authorized repurchase program.

During the years ended December 31, 2023 and 2022, we repurchased $ 92.1 million (inclusive of $ 0.8 million in excise tax) and $ 145.2 million in common stock, representing 1,269,373 and 2,112,463 shares of our common stock at a weighted average cost per share of $ 71.93 and $ 68.73 , respectively.

During the year ended December 31, 2024, we repurchased zero in common stock.

During the year ended December 31, 2023, we repurchased $ 92.1 million (inclusive of $ 0.8 million in excise tax) in common stock, representing 1,269,373 shares of our common stock at a weighted average cost per share of $ 71.93 .

Ingevity Corporation

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Property, plant, and equipment, net 37.0 50.2

Finance lease assets, net (2)

Other assets, net — 0.1

Total lease assets $ 66.5 $ 94.9

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This obligation will be settled upon maturity utilizing liquid assets that have been placed into a trust established strictly for this purpose.

The trust is presented as Restricted investment on the consolidated balance sheet in the amount of $ 81.6 million as of December 31, 2024, see Note 5 for more information.

The trust is presented as "Restricted investment" on the consolidated balance sheets in the amount of $ 84.4 million as of December 31, 2025, see Note 5 for more information.

The remaining obligation of $ 18.9 million, at December 31, 2025, is primarily owed to the lessor of our corporate headquarters in North Charleston, South Carolina.

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Selling, general, and administrative expenses 1.6 1.6 1.6

Interest on lease liabilities Interest expense, net 7.3 7.3 7.5

Interest on lease liabilities Interest expense 7.2 7.3 7.3

Net lease cost (2)

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December 31, 2025

Other Information

Other Information - Inclusive of continuing and discontinued operations

Years Ended December 31,

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Amount recognized on the consolidated balance sheets:

Pension and other postretirement benefit asset (2)

$ — $ — $ — $ —

Pension and other postretirement benefit (liability) (2)

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(3) Amounts are recorded to "Other (income) expense, net" on our consolidated statements of operations.

(4) Our pension and postretirement settlement and curtailment (income) charges are related to the acceleration of prior service costs as a result of a reduction in the number of participants within the Union Hourly defined benefit pension plan during 2024 and 2022.

Contributions

We made zero and $ 2.0 million voluntary cash contributions to our domestic hourly union defined benefit pension plan during the years ended December 31, 2024 and 2023, respectively.

There were no voluntary cash contributions to our domestic hourly union defined benefit pension plan in the year ended December 31, 2022.

We made a $ 1.3 million required cash contribution to our domestic hourly union defined benefit pension plan during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023, we made voluntary cash contributions of zero and $ 2.0 million, respectively, to our domestic hourly union defined benefit pension plan.

The minimum required contribution to our domestic hourly union defined benefit plan for fiscal year 2026 is $ 1.5 million.

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A one-half percent increase in the assumed discount rate would have decreased our qualified pension benefit obligations by $ 2.0 million at December 31, 2025 and decreased our qualified pension benefit costs by $ 0.2 million for 2025.

A one-half percent decrease in the assumed discount rate would have increased our qualified pension obligations by $ 2.1 million at December 31, 2024 and increased our qualified pension benefit cost by $ 0.1 million for 2024.

A one-half percent decrease in the assumed discount rate would have increased our qualified pension obligations by $ 2.2 million at December 31, 2025 and increased our qualified pension benefit cost by zero for 2025.

A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased our qualified pension costs by $ 0.1 million for 2025.

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$ 2.3 $ 3.0 $ 1.6 $ 6.9

Other — — — —

Performance Chemicals repositioning 3.0 7.4 13.3 23.7

8.9 — 2.6 11.5

Year ended December 31, 2023

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_______________

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

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

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

(2) Primarily represents accelerated depreciation and amortization, and impairment charges on certain assets, which were or are to be disposed of or abandoned.

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

(3) During 2025 and 2024, we took further steps to streamline our cost structure and improve profitability, resulting in additional restructuring charges of $ 10.7 million and $ 2.3 million, respectively.

During 2023, we incurred severance and asset charges associated with targeted workforce reduction initiatives.

During 2024, we took further steps to streamline our Performance Chemicals cost structure and improve the profitability of the segment, resulting in additional restructuring charges of $ 2.3 million, including $ 1.6 million in asset disposal charges, $ 0.2 million in foreign currency translation adjustments, and $ 0.2 million in other charges.

Performance Chemicals Repositioning

On November 1, 2023, we announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the Company as a whole.

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

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

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

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

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

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

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.

Performance Chemicals Repositioning and Industrial Specialties Divestiture

Beginning in 2023, following a sharp decline in volumes in the industrial end markets served by our Performance Chemicals industrial specialties product line, we announced a series of strategic initiatives designed to right-size our cost structure, streamline our footprint, and strengthen the overall resilience of the Company.

Collectively, these initiatives are referred to as the Performance Chemicals ("PC") Repositioning Actions.

The PC Repositioning Actions were designed to:

• Prioritize growth in our higher-margin Performance Chemicals product lines, such as pavement technologies;

• Improve the financial performance of the industrial specialties product line;

• Reduce exposure to lower-margin, more cyclical end-use markets, including adhesives, publication inks, and oilfield applications, which historically represented approximately 45 percent of our industrial specialties product line's pre-2023 annualized net sales.

The actions completed through fiscal year 2024 successfully enhanced the financial performance of the industrial specialties product line and positioned that business for strategic alternatives.

As a result, on January 16, 2025, we announced our intention to pursue a potential sale of the product line.

On September 3, 2025, Ingevity entered into a sales agreement to sell substantially all of the assets, rights, and liabilities associated with the industrial specialties product line and the CTO refinery, (collectively, the "Divestiture").

Upon execution of the sales agreement, the industrial specialties product line and the CTO refinery included in the Divestiture met the criteria for classification as discontinued operations.

As such, the results of

Ingevity Corporation

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December 31, 2025

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

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

Expected Charges

We expect to incur total charges of approximately $ 350.0 million, excluding CTO resale activity as described below, associated with the Performance Chemicals repositioning, consisting of approximately $ 250.0 million in asset-related charges, approximately $ 25.0 million in severance and other employee-related costs, and approximately $ 75.0 million in other restructuring costs including decommissioning, dismantling and removal charges, and contract termination costs.

We expect approximately $ 250.0 million of the total charges to be non-cash and $ 100.0 million to be settled in cash.

Through December 31, 2024, we have incurred $ 311.8 million associated with these actions, including $ 244.8 million of non-cash asset-related charges, excluding $ 7.4 million related to an asset retirement obligation ("ARO"), and $ 67.0 million of charges to be settled in cash, which includes the aforementioned ARO.

As of December 31, 2024, $ 54.5 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred.

In total, we expect approximately $ 100 million of cash charges, including approximately $ 20 -$ 25 million during 2025.

Inventory Charges

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

As a result, in the years ended December 31, 2024 and 2023, we recorded $ 6.3 million and $ 19.7 million, respectively, of non-cash, lower of cost or market, inventory charges to adjust the carrying value of the impacted inventory to what we will realize upon disposal, less disposal costs.

These inventory charges are recorded to Cost of sales on the consolidated statement 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 19 for more information.

CTO Resale Activity

The DeRidder Plant closure, and the corresponding reduced 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.

During the years ended December 31, 2024 and 2023, we incurred $ 52.7 million and $ 22.0 million of CTO resale losses, which are recorded as Other (income) expense, net on the consolidated statements of operations.

Refer to Note 2, under the section:

Non-operating income and expense , for more information.

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

As consideration for the early 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 consolidated statements of operations for the year ended December 31, 2024.

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

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

The charges we currently expect to incur in connection with these actions are subject to a number of assumptions and risks, and actual results may differ materially.

We may also incur other material charges not currently contemplated due to events that may occur as a result of, or in connection with, these actions.

operations of the Divestiture have been reclassified and presented as discontinued operations for all periods presented.

The sale was completed on January 1, 2026.

See Note 20 for more information.

Status and Charges To Date

We have substantially completed all activities associated with the restructuring program and expect the plan to be completed in 2026.

The PC Repositioning Actions restructuring program is expected to result in total charges of approximately $ 370 million, consisting primarily of:

• $ 255 million in non-cash asset-related charges;

• $ 115 million in cash charges, including:

▪ $ 25 million in severance and other employee-related costs, and

▪ $ 90 million in other restructuring costs, including decommissioning, dismantling, and removal charges, and contract termination costs.

We expect to incur approximately $ 10 million of additional cash charges during 2026.

Through December 31, 2025, we have incurred $ 353.7 million in total charges, including $ 248.3 million of non-cash asset-related charges and $ 105.4 million in cash charges.

As of December 31, 2025, we have paid $ 91.3 million of the cash charges.

The charges expected in connection with these actions are subject to several assumptions and risks, and actual results may differ materially.

Additional charges may arise from events related to or resulting from these actions.

Other (income) charges, net

Alternative feedstock transition

In April 2023, we implemented the feedstock transition of our Crossett, Arkansas manufacturing plant (“Crossett”).

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

During the years ended December 31, 2024 and 2023, we incurred zero and $ 22.1 million in costs, including zero and $ 8.8 million in asset disposal costs, respectively.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

North Charleston plant transition

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During 2023, we executed a transition plan to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment.

During the years ended December 31, 2024 and 2023, we incurred charges of $ 11.2 million and $ 14.8 million, including $ 4.8 million and $ 4.3 million in asset disposal costs, respectively.

Business transformation costs

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

Costs incurred, during the years ended December 31, 2024, 2023, and 2022, of zero , $ 7.7 million, and $ 13.8 million, respectively, represent costs directly associated with the business transformation initiative that, in accordance with GAAP, could not be capitalized.

During the years ended December 31, 2025 and 2024, we incurred charges of zero and $ 11.2 million, including zero and $ 4.8 million in asset disposal costs, respectively.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Restructuring and Other (Income) Charges, net Reserves

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

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

Balance at Change in Cash Balance at

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December 31, 2025

Ozark Materials

On October 3, 2022, pursuant to that certain Equity Purchase Agreement (the “Purchase Agreement”), by and among Ingevity, Ozark Materials, LLC (“OM”), Ozark Logistics, LLC (“OL” and, together with OM, “Ozark Materials”) and Ozark Holdings, Inc.

(“Seller”), we completed the acquisition of all of the issued and outstanding limited liability company membership interests of Ozark Materials for an aggregate purchase price of $ 344.5 million (the "Acquisition").

The purchase price allocation was finalized in the third quarter of 2023, with no material adjustments recorded.

The Acquisition has been integrated into our Performance Chemicals reportable segment and is included within our road technologies product line.

We funded the Acquisition through a combination of borrowings under our existing credit facilities and cash on hand.

The Acquisition is not considered significant to our Consolidated Financial Statements for all periods presented;

therefore, proforma results of operations have not been presented.

Acquisition and other-related (income) costs

Costs incurred to complete and integrate acquisitions and other strategic investments are expensed as incurred on our consolidated statement of operations.

The following table summarizes the costs incurred associated with these combined activities.

Years Ended December 31,

In millions 2024 2023 2022

Legal and professional service fees $ 0.3 $ 3.6 $ 5.0

Acquisition-related costs 0.3 3.6 5.0

Inventory fair value step-up amortization (1)

Acquisition and other-related (income) costs, net $ 0.3 $ 4.5 $ 5.9

_______________

(1) Fair value of finished goods inventories acquired included a step-up in the value of $ 1.8 million, of which $ 0.9 million was expensed

during each of the years ended December 31, 2023 and 2022, respectively.

The expense is included within "Cost of sales" on the consolidated

statement of operations.

Inventories are accounted for on a FIFO basis of accounting.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Domestic and foreign components of Income (loss) before income taxes are shown below:

Domestic and foreign components of Income (loss) on continuing operations before income taxes are shown below:

Years Ended December 31,

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Foreign ( 151.4 ) ( 48.2 ) 47.2

Income (loss) before income taxes $ ( 535.6 ) $ ( 10.1 ) $ 269.6

The provision (benefit) for income taxes consisted of:

Income (loss) before income taxes on continuing operations $ ( 142.1 ) $ ( 140.5 ) $ 130.0

The provision (benefit) for income taxes on continuing operations consisted of:

Years Ended December 31,

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Total deferred $ ( 4.9 ) $ ( 66.2 ) $ ( 15.6 )

Provision (benefit) for income taxes $ ( 105.3 ) $ ( 4.7 ) $ 58.0

We recorded $ 1.3 million, zero , and $ 4.5 million of deferred tax provision (benefit) expense within components of other comprehensive income during the years ended December 31, 2024, 2023, and 2022, respectively.

Provision (benefit) for income taxes on continuing operations $ 8.2 $ ( 19.1 ) $ 24.2

We recorded $( 0.3 ) million, $ 1.3 million, and zero of deferred tax provision (benefit) expense within components of other comprehensive income during the years ended December 31, 2025, 2024, and 2023, respectively.

Ingevity Corporation

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December 31, 2025

For the year ended December 31, 2025, we have elected to retrospectively adopt the guidance in ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures.

The following table summarizes the major differences between taxes computed at the U.S.

federal statutory rate and the actual income tax provision attributable to operations:

federal statutory rate and the actual income tax provision attributable to continuing operations in accordance with ASU 2023-09:

Years Ended December 31,

In millions, except percentage data 2024 2023 2022

2025 2024 2023

In millions, except percentage data Amount Percent Amount Percent Amount Percent

Federal Statutory Tax Rate $ ( 29.9 ) 21.0 % $ ( 29.5 ) 21.0 % $ 27.4 21.0 %

State and local income taxes, net of federal benefit ( 10.3 ) ( 1.0 ) 5.6

Foreign income tax rate differential ( 2.4 ) 1.7 2.2

Changes in valuation allowance 1.4 1.3 0.1

Domestic Federal

R&D Credits ( 0.9 ) 0.6 ( 7.3 ) 5.2 ( 2.1 ) ( 1.6 )

Cross-Border Tax Laws

Foreign derived Intangible Income ( 1.6 ) 1.1 ( 4.8 ) 3.4 ( 2.9 ) ( 2.2 )

Officers compensation 0.4 0.9 0.6

Others ( 0.1 ) 0.1 — — ( 0.9 ) ( 0.7 )

Nontaxable and Non-deductible items

Goodwill Impairment — — 1.0 ( 0.7 ) — —

Officers Compensation 1.8 ( 1.3 ) 0.6 ( 0.5 ) 1.1 0.9

Other 0.5 ( 0.4 ) 0.8 ( 0.6 ) 0.4 0.3

Excess Share-based Compensation 0.1 ( 0.1 ) 0.9 ( 0.6 ) ( 1.0 ) ( 0.8 )

Federal and state tax credits ( 11.3 ) ( 4.2 ) ( 4.8 )

Legislative tax rate change ( 0.1 ) 0.5 0.8

Other reconciling items ( 0.1 ) 0.1 — — — —

Domestic state & local income taxes, net of federal effect (1)

0.4 ( 0.3 ) ( 3.3 ) 2.4 ( 1.9 ) ( 1.5 )

Foreign Tax Effects

United Kingdom

Goodwill Impairment 40.8 ( 28.7 ) 22.0 ( 15.7 ) — —

Foreign Rate Differential ( 7.5 ) 5.3 ( 3.3 ) 2.4 0.6 0.4

Other ( 0.2 ) 0.2 ( 0.3 ) 0.2 0.6 0.4

Withholding Tax 2.1 ( 1.4 ) 1.8 ( 1.3 ) 1.5 1.2

Foreign Rate Differential 1.3 ( 0.9 ) 1.2 ( 0.8 ) 0.8 0.6

Sustainably sourced feedstock benefit ( 0.8 ) 0.5 ( 0.8 ) 0.6 ( 0.7 ) ( 0.5 )

Uncertain tax positions 1.0 0.5 0.5

Tax on Dividends, Deemed Dividends, and GILTI (1)

Other 0.1 ( 0.1 ) 0.2 ( 0.1 ) — —

Provision (benefit) for income taxes $ ( 105.3 ) $ ( 4.7 ) $ 58.0

Withholding Tax 1.3 ( 0.9 ) — — — —

Other 0.5 ( 0.3 ) 0.1 ( 0.1 ) 0.3 0.2

Other Foreign Jurisdictions 0.6 ( 0.4 ) 0.6 ( 0.5 ) 0.5 0.4

Global Changes in Unrecognized Tax Benefit ( 0.2 ) 0.2 1.0 ( 0.7 ) 0.5 0.4

Effective Tax Rate $ 8.2 ( 5.7 ) % $ ( 19.1 ) 13.6 % $ 24.2 18.5 %

_______________

(1) GILTI is defined as Global Intangible Low Tax Income

The decrease in our effective tax rate from 2023 to 2024 was mainly driven by the mix of earnings, with extensive U.S.

losses, primarily due to the Performance Chemicals goodwill impairment (see Note 8) and restructuring activities (see Note 15), driving an overall global loss and tax benefit for the year.

Approximately 31 % of the goodwill impaired had an impact to the tax rate, offsetting the overall tax benefit.

Significant increases in federal and state tax credits further increased the overall tax benefit as compared to prior years.

The increase in our effective tax rate from 2022 to 2023 was mainly driven by the mix of earnings, with U.S.

losses, primarily due to the restructuring activities during the year (see Note 15), driving an overall global loss and tax benefit for the year.

Furthermore, significant decline in U.S.

taxable earnings drove a decrease in the foreign derived intangible income benefit as compared to prior years skewing the effective tax rate.

(1) The states comprising the majority of the state and local income taxes, net of federal effect per year are as follows:

Ingevity Corporation

1 unchanged sentence

December 31, 2025

Years Ended December 31, State

2024 Georgia, Louisiana

2023 Georgia, Illinois, Louisiana

The decrease in our effective tax rate from 2024 to 2025 was mainly driven by the mix of earnings, with U.K.

losses, due to the APT goodwill impairment (see Note 8), driving an overall global loss with net tax expense creating a negative effective tax rate in 2025.

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

Additionally, a significant decrease in the Federal Research and Development credit in 2025, further increased total tax expense as compared to 2024.

The decrease in our effective tax rate from 2023 to 2024 was mainly driven by the mix of earnings, with extensive U.S.

losses, primarily due to the Performance Chemicals goodwill impairment (see Note 8), driving an overall global loss and tax benefit for 2024.

Approximately 31 % of the goodwill impaired had an impact to the tax rate, offsetting the overall tax benefit.

Significant increases in federal and state tax credits further increased the overall tax benefit as compared to prior years.

The significant components of deferred tax assets and liabilities are as follows:

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Fixed assets $ 93.3 $ 96.9

Intangibles (including goodwill) — 29.3

Inventory 3.5 —

Leases 11.3 14.6

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(1) Presentation in the table above is on a gross basis, however, due to jurisdictional netting, our net deferred tax asset and liability recorded on the consolidated balance sheets were $ 117.0 million and $ 55.1 million, respectively, as of December 31, 2025, and $ 117.9 million and $ 56.2 million, respectively, as of December 31, 2024.

Our net deferred tax liability changed to an overall net deferred tax asset in 2024 compared to 2023, with a total change of $ 121.0 million.

The pre-tax Performance Chemicals reporting unit goodwill impairment charge of $ 349.1 million (refer to Note 8 for more detail) and additional Performance Chemicals repositioning restructuring spending (refer to Note 15 for more detail) during 2024 resulted in a change from a deferred liability to an asset.

Due to taxable losses in the U.S.

in 2024, additional net operating losses were generated, further increasing the deferred tax asset for the year.

As part of Tax Cuts and Jobs Act ("TCJA") enacted in December 2017 under Internal Revenue Code ("IRC") Section 174, we were required to capitalize and amortize research and experimental expenditures.

This requirement continued to increase the deferred tax asset for 2024.

Also, as modified by TCJA, IRC Section 163(j) limits U.S.

business interest expense deductions as a function of adjusted taxable income.

In 2024 due to overall taxable losses, Ingevity's interest expense deduction was fully limited, increasing the deferred tax asset for 2024.

We have deferred tax assets, including net operating loss and state tax credit carryforwards, which are available to offset future taxable income.

A valuation allowance has been provided where management has determined that it is more likely than not that the deferred tax assets will not be realized.

In 2024, we recognized tax expense of $ 1.4 million due to our expected inability to recognize the benefit associated with state tax credits prior to their expiration.

At December 31, 2024, net operating loss carryforwards totaled $ 64.4 million of which we have recorded deferred tax assets of $ 18.6 million.

Of this total, $ 0.1 million will expire in 10 years, $ 0.3 million will expire in 15 years, $ 0.9 million will expire in 20 years, and $ 17.3 million will never expire.

Our overall net deferred tax asset in 2025 increased by $ 0.2 million compared to 2024.

As part of the OBBB under Internal Revenue Code (IRC) Section 174, we are no longer required to capitalize and amortize domestic research and experimental expenditures.

Furthermore, accelerated expensing of previously capitalized domestic research and experimental expenditures can be elected for tax year 2025, nearly eliminating the deferred tax asset (below rounding).

This decrease in the

Ingevity Corporation

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December 31, 2025

deferred tax asset is partially offset by an increase in net operating losses within the US.

Additionally, there is an increase in the deferred tax asset associated with intangibles as a result of the long lived asset impairments as well as the APT goodwill impairment.

Lastly, the deferred tax asset associated with Inventory in 2024, has flipped to a deferred tax liability in 2025, most notably due to differences associated with LIFO.

We have deferred tax assets, including net operating loss and tax credit carryforwards, which are available to offset future taxable income.

A valuation allowance has been provided where management has determined that it is more likely than not that the deferred tax assets will not be realized.

In 2025, we recognized tax expenses of $ 0.1 million due to an our expected inability to recognize the benefit associated with state tax credits prior to their expiration.

At December 31, 2025, net operating loss carryforwards totaled $ 139.0 million of which we have recorded deferred tax assets of $ 37.1 million.

Of this total, $ 0.4 million will expire in 10 years, $ 0.7 million will expire in 15 years, $ 2.0 million will expire in 20 years, and $ 34.0 million will never expire.

As further required under ASU 2023-09, the following table represents the major cash taxes paid, net of refunds, by jurisdiction:

Year Ended December 31,

In millions 2025

US Federal $ —

Domestic State and Local $ —

United Kingdom 3.7

Subtotal 10.9

_______________

(1) The total cash taxes paid includes $ 2.2 million of withholding tax payments considered a "tax in lieu of an income tax" under section 903 of the IRC, which are not reflected in our consolidated statement of cash flows, reporting $ 8.7 million cash paid for income taxes as of December 31, 2025.

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

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

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

The cash and cash equivalent balance at December 31, 2025 included $ 74.2 million held by our foreign subsidiaries.

At December 31, 2024, 2023, and 2022, no deferred income taxes have been provided for our share of undistributed net earnings of foreign operations due to management’s intent to reinvest such amounts indefinitely.

As of December 31, 2025, we determined that the earnings of some of our subsidiaries are no longer permanently reinvested due to global trade volatility.

As a result of this change, we recorded $ 1.3 million of deferred taxes associated with our unremitted China earnings.

The remainder of our subsidiaries remain permanently reinvested.

The determination of the amount of taxes that may be due if earnings are remitted is not practicable because such liability, if any, is dependent on circumstances that exist if and when remittance occurs.

The circumstances that would affect the calculations include the source location and amount of the distribution, the underlying tax rate already paid on the earnings, foreign withholding taxes, the opportunity to use foreign tax credits, and the potential impact of future tax reform.

Positive undistributed earnings considered to be indefinitely reinvested totaled $ 40.0 million at December 31, 2024.

Positive undistributed earnings at December 31, 2025 totaled $ 18.8 million, of which $ 0.9 million are considered to be indefinitely reinvested.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

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

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

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

While we do not anticipate that this legislation will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.

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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.

As of December 31, 2024, nothing has occurred in the post-trial proceedings to warrant any change to our conclusions as disclosed within our 2023 Annual Report.

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

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.

The full amount of the trebled jury verdict, $ 85.0 million, is accrued within "Accrued expenses" on the consolidated balance sheets as of December 31, 2025 and the charge was included within "Other (income) expense, net" on the consolidated statement of operations for the year ended December 31, 2021.

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

As of December 31, 2024 and 2023, the total amount accrued, inclusive of post-judgement interest, was $ 91.4 million and $ 87.4 million, respectively.

We expect that final resolution of these appeals will be complete within twelve months of the balance sheet date and, as a result, have reclassified the full amount of the verdict and post-judgment interest accrued to "Current liabilities." As of December 31, 2025 and 2024, the total amount accrued, inclusive of post-judgement interest, was $ 95.4 million and $ 91.4 million, respectively.

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

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Segment Information

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

A description of our operating segments is included in Note 1.

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

The CODM utilizes Segment EBITDA for each operating segment in the annual budgeting and forecasting process.

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

Our reportable segments were determined based upon the nature of the products produced, the nature of the production process, the type of customer for the products, the similarity of economic characteristics, and the manner in which management reviews results.

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

The CODM utilizes Segment EBITDA for each reportable segment in the annual budgeting and forecasting process.

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

Industrial Specialties Divestiture

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

See Note 1 for more information.

Corporate and other

Effective in the fourth quarter of 2025, Corporate and other costs have been excluded from segment EBITDA.

These costs are recorded within "Selling, general, and administrative expenses" on our Consolidated Statements of Operations and are associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity.

Additionally, these costs are managed at a corporate level and not directly attributable to our reportable segments.

Reporting these costs separately will provide greater transparency into our segment results and cost structure.We have recast the data below to reflect the changes in our reportable segments to conform to the current year presentation.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Years Ended December 31,

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Interest income 5.2 7.7 6.3

(Provision) benefit for income taxes 105.3 4.7 ( 58.0 )

(Provision) benefit for income taxes on continuing operations ( 8.2 ) 19.1 ( 24.2 )

Depreciation and amortization ( 105.2 ) ( 99.6 ) ( 97.4 )

5 unchanged sentences

— ( 0.3 ) ( 4.5 )

Inventory charges (6)

( 6.3 ) ( 19.7 ) —

Loss on CTO resales (7)

Gain (loss) on sale of strategic investment (6)

( 19.6 ) ( 2.1 ) 19.3

CTO supply contract termination charges (7)

Long lived asset impairment charge (7)

( 109.3 ) — —

Gain (loss) on sale of strategic investment (8)

Proxy contest charges (8)

Portfolio realignment costs (9)

Pension, postretirement settlement and curtailment income (charges), net (10)

Indirect costs allocated to Divestiture (11)

( 14.5 ) ( 22.1 ) ( 37.9 )

Pension and postretirement settlement and curtailment income (charges), net (9)

Corporate and other (12)

( 31.2 ) ( 27.3 ) ( 32.3 )

Net income (loss) $ ( 430.3 ) $ ( 5.4 ) $ 211.6

Net income (loss) from continuing operations $ ( 150.3 ) $ ( 121.4 ) $ 105.8

_______________

1 unchanged sentence

We have excluded the following items from segment EBITDA:

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, 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.

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

Ingevity Corporation

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(2) Excludes Depreciation and amortization.

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

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

(3) Includes Research and technical expenses.

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

gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, depreciation, and amortization.

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

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

(5) Excludes Corporate and other costs.

(3) 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 reportable segment results.

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Advanced Polymer Technologies (1)

Indirect costs allocated to Divestiture (2)

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

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_________________

(1) Included in the charges for the year ended December 31, 2023 was $ 13.3 million of asset disposal charges associated with Advanced Polymer Technologies polyol production assets located at the DeRidder Plant.

(1) Included in the charges for the year ended December 31, 2023 was $ 13.3 million of accelerated depreciation associated with Advanced Polymer Technologies polyol production assets located at the DeRidder Plant.

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

(3) Refer to Note 15 for more information.

(4) For the year ended December 31, 2024, charges relate to the Performance Chemicals reportable segment.

(4) For the year ended December 31, 2025, charge relates to the Advanced Polymer Technologies reportable segment.

For the year ended

December 31, 2024, charge relates to the Performance Chemicals reportable segment.

Refer to Note 8 for more information.

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

For more detail on these charges see Note 16.

Years Ended December 31,

In millions 2024 2023 2022

Performance Materials $ — $ — $ 0.3

Performance Chemicals 0.3 4.5 5.6

Advanced Polymer Technologies — — —

Acquisition and other-related (income) costs, net $ 0.3 $ 4.5 $ 5.9

(6) For the year ended December 31, 2024 and 2023, 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 Performance Chemicals reportable segment profitability used by our CODM.

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

(7) For the year ended December 31, 2024, CTO supply contract termination charges relate to the Performance Chemicals reportable segment.

Refer to Note 2, under the section:

Non-operating income and expense , for more information.

(5) 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.

For all years presented, the charges related to the Performance Chemicals reportable segment.

Ingevity Corporation

1 unchanged sentence

December 31, 2025

Years Ended December 31,

In millions 2025 2024 2023

Legal and professional service fees $ — $ 0.3 $ 3.6

Acquisition-related costs — 0.3 3.6

Inventory fair value step-up amortization (1)

Acquisition and other-related (income) costs, net $ — $ 0.3 $ 4.5

_______________

(1) Fair value of finished goods inventories acquired included a step-up in the value of $ 1.8 million, of which $ 0.9 million was expensed during each of the years ended December 31, 2023 and 2022, respectively.

The expense is included within "Cost of sales" on the consolidated statement of operations.

Inventories are accounted for on a FIFO basis of accounting.

(6) We exclude gains and losses from sales of strategic investments from our segment results because we do not consider such gains or losses to be directly associated with the operational performance of the segment.

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(Gain) loss on sale of strategic investment $ 19.6 $ 2.1 $ ( 19.3 )

(7) For the year ended December 31, 2025, charge relates to the Performance Chemicals reportable segment.

Refer to Note 7 and Note 8 for more information.

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

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

(10) Our pension and postretirement settlement and curtailment charges (income) are related to the acceleration of prior service costs, as a result of a reduction in the number of participants within the Union Hourly defined benefit pension plan.

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Pension and postretirement settlement and curtailment (income) charges, net $ — $ 0.2 $ —

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

Years Ended December 31,

In millions 2025 2024 2023

Cost of sales $ 7.7 $ 11.3 $ 16.8

Selling, general, and administrative expenses (1)

Other (income) expense, net ( 0.3 ) 1.0 0.4

Indirect costs allocated to Divestiture $ 14.5 $ 22.1 $ 37.9

_______________

(1) Excludes Corporate and other costs.

(12) Corporate and other costs is defined as costs associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity.

Also includes corporate administrative function share of information technology, safety, health, accounting and human resource departments.

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Depreciation and amortization Years Ended December 31,

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Advanced Polymer Technologies 33.6 30.8 31.3

Indirect costs allocated to Divestiture (1)

$ 4.2 $ 5.8 $ 5.7

Total depreciation and amortization $ 105.2 $ 99.6 $ 97.4

_ ______________

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

Capital expenditures Years Ended December 31,

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Total capital expenditures $ 57.4 $ 71.2 $ 89.4

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2024

Property, plant, and equipment, net December 31,

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Performance Chemicals (1)

613.0 1,218.1

Advanced Polymer Technologies (2)

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Corporate and other 54.4 63.0

Assets of discontinued operations 35.4 68.2

Total assets $ 1,651.1 $ 2,022.6

_______________

(1) The decline in the Performance Chemicals segment in 2024, as compared to 2023, was driven by our Performance Chemicals repositioning actions and Goodwill impairment charge.

Refer to Notes 8 and 15 for more information.

(1) The decline in the Performance Chemicals reportable segment in 2025, as compared to 2024, was driven by the Performance Chemicals long-lived asset impairment charge.

Refer to Note 7 and Note 8 for more information.

(2) The decline in the Advanced Polymer Technologies reportable segment in 2025, as compared to 2024, was driven by the Goodwill impairment charge.

Refer to note 8 for more information.

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

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In millions (except share (in thousands) and per share data) 2025 2024 2023

Net income (loss) from continuing operations $ ( 150.3 ) $ ( 121.4 ) $ 105.8

Net income (loss) from discontinued operations ( 16.8 ) ( 308.9 ) ( 111.2 )

Net income (loss) $ ( 167.1 ) $ ( 430.3 ) $ ( 5.4 )

Basic and Diluted earnings (loss) per share

Basic earnings (loss) per share from continuing operations $ ( 4.15 ) $ ( 3.34 ) $ 2.90

Basic earnings (loss) per share from discontinued operations ( 0.46 ) ( 8.51 ) ( 3.05 )

Basic earnings (loss) per share (1)

$ ( 4.61 ) $ ( 11.85 ) $ ( 0.15 )

Diluted earnings (loss) per share from continuing operations $ ( 4.15 ) $ ( 3.34 ) $ 2.88

Diluted earnings (loss) per share from discontinued operations ( 0.46 ) ( 8.51 ) ( 3.03 )

Diluted earnings (loss) per share (1)

$ ( 4.61 ) $ ( 11.85 ) $ ( 0.15 )

Weighted average number of shares of common stock outstanding - Basic 36,222 36,323 36,496

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(1) Diluted earnings (loss) per share is calculated using net income (loss) available to common stockholders divided by diluted weighted average shares of common shares outstanding during each period, which includes the dilutive effect of outstanding equity awards.

(2) For the years ended December 31, 2024 and 2023, all potentially dilutive common shares were excluded from the calculation of diluted earnings (loss) per share as we had a net loss for the period.

(2) For the years ended December 31, 2025 and 2024, all potentially dilutive common shares were excluded from the calculation of diluted earnings (loss) per share as we had a net loss from continuing operations for the period.

The following average number of potential common shares were antidilutive and, therefore, were not included in the diluted earnings per share calculation:

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December 31, 2025

Discontinued Operations

Industrial Specialties Divestiture

The Divestiture, as defined in Note 1, was completed on January 1, 2026.

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, are presented as discontinued operations.

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

As a result of changes to the final Purchase Agreement, certain operating leases were subleased to the Purchaser and therefore removed from the Divestiture.

The results of our discontinued operations are summarized below:

Years Ended December 31,

In millions 2025 2024 2023

Net sales $ 121.6 $ 206.3 $ 476.6

Cost of sales 92.7 216.4 449.7

Gross profit 28.9 ( 10.1 ) 26.9

Selling, general, and administrative expenses 3.7 8.9 21.9

Research and technical expenses 2.8 3.6 6.4

Restructuring and other (income) charges, net 42.9 168.1 116.8

Goodwill impairment charge — 42.5 —

Other (income) expense, net ( 0.9 ) 161.9 21.9

Income (loss) from discontinued operations before income taxes ( 19.6 ) ( 395.1 ) ( 140.1 )

Provision (benefit) for income taxes on discontinued operations ( 2.8 ) ( 86.2 ) ( 28.9 )

Income (loss) from discontinued operations, net of income taxes $ ( 16.8 ) $ ( 308.9 ) $ ( 111.2 )

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

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

In millions December 31, 2025 December 31, 2024

Accounts receivable, net $ 6.5 $ 9.3

Inventories, net (1)

Prepaid and other current assets — 6.2

Current assets of discontinued operations $ 15.9 $ 46.5

Property, plant, and equipment, net 15.4 16.1

Operating lease assets, net 4.1 5.7

Noncurrent assets of discontinued operations $ 19.5 $ 21.8

Total Assets of discontinued operations $ 35.4 $ 68.3

Accrued payroll and employee benefits $ 0.6 $ 0.4

Current operating lease liabilities 2.5 2.5

Current liabilities of discontinued operations $ 3.1 $ 2.9

Noncurrent operating lease liabilities 0.7 3.2

Noncurrent liabilities of discontinued operations $ 0.7 $ 3.2

Total Liabilities of discontinued operations $ 3.8 $ 6.1

_______________

(1) Reported net of LIFO Reserve of $ 8.2 million and $ 46.3 million for the periods ending December 31, 2025 and December 31, 2024, respectively.

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

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

Years Ended December 31,

In millions 2025 2024

Cash provided by (used in) operating activities:

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

Depreciation and amortization $ 1.2 $ 8.7

Restructuring and other (income) charges, net 42.9 168.1

CTO resales — 52.7

LIFO charge (liquidation) ( 16.8 ) 0.5

(Gain) loss on strategic investment — 9.3

Goodwill impairment charge — 42.5

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

Restructuring and other cash outflow, net ( 37.8 ) ( 49.8 )

CTO resales cash inflow (outflow), net 6.2 ( 46.1 )

Cash provided by (used in) investing activities:

Capital expenditures $ ( 0.3 ) $ ( 6.4 )

Ingevity Corporation

Notes to the Consolidated Financial Statements

December 31, 2025

Supplemental Information

10 unchanged sentences

Restricted cash 0.5 0.4

CTO resales (Note 2) 6.2 24.2

Planned major maintenance activities 2.4 2.3

11 unchanged sentences

Interest rate swap contracts (Note 9) — 0.6

Finance lease assets, net (Note 13) — 0.1

Other 9.5 8.3

15 unchanged sentences

Asset retirement obligations (Note 2) 3.9 8.9

Litigation verdict accrual (Note 17) 95.4 —

Other 9.8 11.3

12 unchanged sentences

In millions 2025 2024 2023

(Gain)/loss on sale of strategic investment (Note 5) $ 11.4 $ ( 19.3 ) $ —

(Gain) loss on strategic investments (Note 5) $ 19.6 $ 2.1 $ ( 19.3 )

Foreign currency transaction (gain)/loss ( 0.6 ) 4.2 3.7

CEO severance charges — 4.8 —

Loss on CTO resales (Note 2) 52.7 22.0 —

CTO supply contract termination charges (Note 2) 100.0 — —

Portfolio realignment costs 3.1 — —

Proxy Contest Charge 8.2 — —

Other (income)/expense, net ( 5.3 ) ( 3.2 ) ( 0.6 )

30 unchanged sentences

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 8. Financial Statements and Supplementary Data