Ingevity Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO THE FINANCIAL STATEMENTS Description Page No. Management's Report on Internal Control over Financial Reporting 50 Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 51 Consolidated Statements of Operations 54 Consolidated Statements of Comprehensive Income (Loss) 55 Consolidated Balance Sheets 56 Consolidated Statements of Stockholders' Equity 57 Consolidated Statements of Cash Flows 58 Notes to the Consolidated Financial Statements 60 49 Ingevity Corporation Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that: i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, as stated in their report, which is presented on the following page. Date: February 26, 2026 By: /S/ DAVID H. LI /S/ MARY DEAN HALL David H. Li Mary Dean Hall President and Chief Executive Officer Executive Vice President and Chief Financial Officer 50 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Ingevity Corporation 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, 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 51 Critical Audit Matters 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. 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. 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; 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 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 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 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; and (iii) whether these significant 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 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 52 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 Charlotte, North Carolina February 26, 2026 We have served as the Company's auditor since 2015. 53 INGEVITY CORPORATION Consolidated Statements of Operations Years Ended December 31, In millions, except per share data 2025 2024 2023 Net sales $ 1,167.6 $ 1,200.1 $ 1,215.5 Cost of sales 706.1 735.3 770.5 Gross profit 461.5 464.8 445.0 Selling, general, and administrative expenses 171.2 157.8 161.8 Research and technical expenses 28.4 24.5 25.4 Restructuring and other (income) charges, net 12.8 18.1 53.4 Goodwill impairment charge 183.8 306.6 — Long lived asset impairment charge 109.3 — — Acquisition-related costs — 0.3 3.6 Other (income) expense, net 25.0 7.9 ( 16.2 ) Interest expense 78.3 97.8 93.3 Interest income ( 5.2 ) ( 7.7 ) ( 6.3 ) 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 ) The accompanying notes are an integral part of these financial statements. 54 INGEVITY CORPORATION Consolidated Statements of Comprehensive Income (Loss) Years Ended December 31, In millions 2025 2024 2023 Net income (loss) $ ( 167.1 ) $ ( 430.3 ) $ ( 5.4 ) Other comprehensive income (loss), net of tax: Foreign currency adjustments: Foreign currency translation adjustment 42.5 ( 18.6 ) 20.2 Reclassification of foreign currency translation losses — ( 0.2 ) — Total foreign currency adjustments, net of tax provision (benefit) of zero , zero , and zero 42.5 ( 18.8 ) 20.2 Derivative instruments: Unrealized gain (loss), net of tax provision (benefit) of $( 0.6 ), $ 0.1 , and $( 1.0 ) ( 2.0 ) 0.3 ( 3.2 ) 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 0.5 1.8 3.0 Total derivative instruments, net of tax provision (benefit) of $( 0.5 ), $ 0.7 , and $( 0.1 ) ( 1.5 ) 2.1 ( 0.2 ) Pension & other postretirement benefits: Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax provision (benefit) of $ 0.2 , $ 0.5 , and zero 0.9 1.8 0.1 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 zero , $ 0.1 , and $ 0.1 — 0.2 — Total pension and other postretirement benefits, net of tax provision (benefit) of $ 0.2 , $ 0.6 , and $ 0.1 0.9 2.0 0.1 Other comprehensive income (loss), net of tax provision (benefit) of $( 0.3 ), $ 1.3 , and zero 41.9 ( 14.7 ) 20.1 Comprehensive income (loss) $ ( 125.2 ) $ ( 445.0 ) $ 14.7 The accompanying notes are an integral part of these financial statements. 55 INGEVITY CORPORATION Consolidated Balance Sheets December 31, In millions, except share and par value data 2025 2024 Assets Cash and cash equivalents $ 78.1 $ 68.0 Accounts receivable, net of allowance of $ 1.5 - 2025 and $ 0.6 - 2024 127.2 131.7 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 Property, plant, and equipment, net 608.1 642.9 Operating lease assets, net 29.5 44.7 Goodwill 4.3 175.2 Other intangibles, net 176.1 278.8 Deferred income taxes 117.0 117.9 Restricted investment, net of allowance of $ 0.2 - 2025 and $ 0.2 - 2024 84.4 81.6 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 Liabilities Accounts payable $ 92.0 $ 94.5 Accrued expenses 148.0 58.1 Accrued payroll and employee benefits 34.6 27.3 Current operating lease liabilities 11.8 14.4 Notes payable and current maturities of long-term debt 47.1 61.3 Income taxes payable 4.7 5.6 Current liabilities of discontinued operations 3.1 2.9 Current liabilities 341.3 264.1 Long-term debt including finance lease obligations 1,161.4 1,339.7 Noncurrent operating lease liabilities 22.4 33.6 Deferred income taxes 55.1 56.2 Other liabilities 40.5 130.6 Noncurrent liabilities of discontinued operations 0.7 3.2 Total Liabilities 1,621.4 1,827.4 Commitments and contingencies (Note 17) Equity Preferred stock (par value $ 0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at 2025 and 2024) — — Common stock (par value $ 0.01 per share; 300,000,000 shares authorized; 43,891,710 and 43,630,211 issued and 35,485,876 and 36,350,425 outstanding at 2025 and 2024, respectively) 0.4 0.4 Additional paid-in capital 195.7 176.8 Retained earnings 404.9 572.0 Accumulated other comprehensive income (loss) 0.5 ( 41.4 ) Treasury stock, common stock, at cost ( 8,405,834 shares - 2025 and 7,279,786 shares - 2024) ( 571.8 ) ( 512.6 ) Total Equity 29.7 195.2 Total Liabilities and Equity $ 1,651.1 $ 2,022.6 The accompanying notes are an integral part of these financial statements. 56 INGEVITY CORPORATION Consolidated Statements of Stockholders' Equity Ingevity Stockholders' Common Stock In millions, shares in thousands Shares Amount Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Total Equity Balance at December 31, 2022 43,228.1 $ 0.4 $ 153.0 $ 1,007.7 $ ( 46.8 ) $ ( 416.0 ) $ 698.3 Net income (loss) — — — ( 5.4 ) — — ( 5.4 ) Other comprehensive income (loss) — — — — 20.1 — 20.1 Common stock issued 177.2 — — — — — — Exercise of stock options, net 41.2 — 2.2 — — — 2.2 Tax payments related to vested restricted stock units — — — — — ( 4.9 ) ( 4.9 ) Share repurchase program — — — — — ( 92.1 ) ( 92.1 ) Share-based compensation plans — — 9.7 — — 3.5 13.2 Balance at December 31, 2023 43,446.5 $ 0.4 $ 164.9 $ 1,002.3 $ ( 26.7 ) $ ( 509.5 ) $ 631.4 Net income (loss) — — — ( 430.3 ) — — ( 430.3 ) Other comprehensive income (loss) — — — — ( 14.7 ) — ( 14.7 ) Common stock issued 183.7 — — — — — — Tax payments related to vested restricted stock units — — — — — ( 3.1 ) ( 3.1 ) Share-based compensation plans — — 11.9 — — — 11.9 Balance at December 31, 2024 43,630.2 $ 0.4 $ 176.8 $ 572.0 $ ( 41.4 ) $ ( 512.6 ) $ 195.2 Net income (loss) — — — ( 167.1 ) — — ( 167.1 ) Other comprehensive income (loss) — — — — 41.9 — 41.9 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 Balance at December 31, 2025 43,891.7 $ 0.4 $ 195.7 $ 404.9 $ 0.5 $ ( 571.8 ) $ 29.7 The accompanying notes are an integral part of these financial statements. 57 INGEVITY CORPORATION Consolidated Statements of Cash Flows Years Ended December 31, In millions 2025 2024 2023 Cash provided by (used in) operating activities: Net income (loss) $ ( 167.1 ) $ ( 430.3 ) $ ( 5.4 ) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 106.4 108.3 122.8 Non cash operating lease costs 14.7 19.1 18.6 Deferred income taxes ( 4.7 ) ( 121.4 ) ( 44.7 ) Disposal/impairment of assets 3.2 1.3 4.3 Restructuring and other (income) charges, net 55.7 186.2 170.2 CTO resales — 52.7 22.0 LIFO liquidation ( 6.8 ) ( 5.8 ) ( 28.5 ) Share-based compensation 18.3 11.9 10.6 (Gain) loss on strategic investment 26.2 11.4 ( 19.3 ) Pension and other postretirement benefit costs 1.2 1.5 1.6 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: Accounts receivable, net 12.2 38.2 42.7 Inventories, net 40.2 73.3 25.8 Prepaid and other current assets 1.3 7.7 ( 28.6 ) Planned major maintenance outage ( 6.5 ) ( 6.5 ) ( 12.8 ) Accounts payable ( 2.6 ) ( 63.4 ) ( 14.6 ) Accrued expenses ( 14.1 ) ( 1.0 ) ( 7.7 ) Accrued payroll and employee benefits 6.9 8.0 ( 33.5 ) Income taxes ( 1.2 ) ( 13.8 ) 6.4 Operating leases ( 19.5 ) ( 21.7 ) ( 22.5 ) Restructuring and other spending ( 46.1 ) ( 59.3 ) ( 44.0 ) CTO resales 6.2 ( 46.1 ) ( 10.6 ) Changes in all other operating assets and liabilities, net 6.6 12.2 16.1 Net cash provided by (used in) operating activities $ 331.2 $ 128.6 $ 205.1 Cash provided by (used in) investing activities: Capital expenditures ( 57.7 ) ( 77.6 ) ( 109.8 ) 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 ) Net cash provided by (used in) investing activities $ ( 57.5 ) $ ( 79.5 ) $ ( 77.3 ) The accompanying notes are an integral part of these financial statements. 58 INGEVITY CORPORATION Consolidated Statements of Cash Flows (continued) Years Ended December 31, In millions 2025 2024 2023 Cash provided by (used in) financing activities: Proceeds from revolving credit facility and other borrowings 291.3 404.5 376.3 Payments on revolving credit facility and other borrowings ( 483.6 ) ( 470.6 ) ( 382.9 ) Debt issuance costs — — ( 0.4 ) Financing lease obligations, net ( 1.3 ) ( 1.0 ) ( 0.7 ) Tax payments related to withholdings on vested equity awards ( 3.7 ) ( 3.1 ) ( 4.8 ) Proceeds and withholdings from share-based compensation plans, net 1.4 — 4.7 Repurchases of common stock under publicly announced plan ( 56.3 ) — ( 92.1 ) Net cash provided by (used in) financing activities $ ( 252.2 ) $ ( 70.2 ) $ ( 99.9 ) Increase (decrease) in cash, cash equivalents, and restricted cash 21.5 ( 21.1 ) 27.9 Effect of exchange rate changes on cash 4.5 ( 4.2 ) ( 0.3 ) Change in cash, cash equivalents, and restricted cash 26.0 ( 25.3 ) 27.6 Cash, cash equivalents, and restricted cash at beginning of period 86.6 111.9 84.3 Cash, cash equivalents, and restricted cash at end of period (1) $ 112.6 $ 86.6 $ 111.9 _______________ (1) Includes restricted cash of $ 34.5 million, $ 18.6 million, and $ 16.0 million and cash and cash equivalents of $ 78.1 million, $ 68.0 million, and $ 95.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Restricted cash is included within "Prepaid and other current assets" and "Restricted investment" within the consolidated balance sheets. Supplemental cash flow information: Cash paid for interest, net of capitalized interest $ 70.4 $ 85.4 $ 82.7 Cash paid for income taxes, net of refunds 8.7 26.9 29.7 Purchases of property, plant, and equipment in accounts payable 1.7 2.4 2.8 Leased assets obtained in exchange for new finance lease liabilities — — 0.2 Leased assets obtained in exchange for new operating lease liabilities 1.8 6.0 29.1 The accompanying notes are an integral part of these financial statements. 59 Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 INDEX Note Page No. 1 Background 61 2 Summary of Significant Accounting Policies 61 3 New Accounting Guidance 68 4 Net Sales 69 5 Fair Value Measurements 70 6 Inventories, net 72 7 Property, Plant, and Equipment, net 73 8 Goodwill and Other Intangible Assets, net 74 9 Financial Instruments and Risk Management 76 10 Debt, including Finance Lease Obligations 79 11 Share-based Compensation 81 12 Equity 84 13 Leases 86 14 Retirement Plans 88 15 Restructuring and Other (Income) Charges, net 93 16 Income Taxes 96 17 Commitments and Contingencies 101 18 Segment Information 102 19 Earnings (Loss) per Share 107 20 Discontinued Operations 108 21 Supplemental Information 110 60 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 1: Background Description of Business Ingevity Corporation ("Ingevity," "the Company," "we," "us," or "our") provides products and technologies that purify, protect, and enhance the world around us. 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 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: Performance Materials, Performance Chemicals and Advanced Polymer Technologies. Our Performance Materials segment manufactures products in the form of powder, granular, extruded pellets, extruded honeycombs, and activated carbon sheets. 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. 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 The accompanying Consolidated Financial Statements of Ingevity were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The significant accounting policies described in Note 2, together with the other notes that follow, are an integral part of the Consolidated Financial Statements. The Consolidated Financial Statements include the accounts of Ingevity and subsidiaries in which a controlling interest is maintained. Note 2: Summary of Significant Accounting Policies Estimates and assumptions: We are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our estimates are based on historical experiences, facts, and circumstances available at the time and various other assumptions that we believe are reasonable. Actual results may differ from those estimates. Cash equivalents: Highly liquid securities with an original maturity of three months or less are considered cash equivalents. 61 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Accounts receivable, net of allowance: Accounts receivable, net on the consolidated balance sheets are comprised of trade receivables less allowances for doubtful accounts and credit losses (herein referred to as "credit losses"). Trade receivables consist of amounts owed to Ingevity from customer sales and are recorded at the invoiced amounts when revenue is recognized and generally do not bear interest. The allowance for credit losses is our best estimate of the amount of probable loss in the existing accounts receivable. We determine the allowance based on our expected future credit losses, which is partly based on historical write-off experience, current collection trends, and external business factors such as economic factors, including regional bankruptcy rates and political factors. Past-due balances over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. Allowance for credit losses at December 31, 2025 and 2024, were $ 1.5 million and $ 0.6 million, respectively. Concentration of credit risk: 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 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 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. No customers individually accounted for greater than 10 percent of Ingevity's consolidated Net sales. Inventories, net: We value our U.S. inventories at the lower of cost or market, with cost for the majority of our U.S. inventories determined using the last-in first-out ("LIFO") basis. We value all other inventories at the lower of cost and net realizable value, with cost determined using methods that approximate cost computed on a first-in first-out inventory valuation ("FIFO") basis. Elements of cost in inventories include raw materials, direct labor, and manufacturing overhead. We routinely assess inventory for both potential obsolescence and potential declines in anticipated selling prices to derive a market value for the inventory on hand. This review also includes an analysis of potentially obsolete, unmarketable, slow-moving, or overvalued inventory. If necessary, we will impair any inventories by an amount equal to the difference between the value of the held inventory (i.e., cost) and its estimated net realizable value for FIFO and average cost inventories and market value for LIFO inventories. Property, plant, and equipment: Owned assets are recorded at cost. Also included in the cost of these assets is interest on funds borrowed during the construction period. When assets are sold, retired or disposed of, their cost and related accumulated depreciation are removed from the consolidated balance sheet, and any resulting gain or loss is reflected within the consolidated statement of operations. Repair and maintenance costs that materially add to the value of the asset or prolong its useful life are capitalized and depreciated based on the extension of the useful life. Repair and maintenance costs: We expense routine repair and maintenance costs as we incur them. We defer expenses incurred during planned major maintenance activities and record these amounts to Prepaid and other current assets on our consolidated balance sheets. Deferred amounts are recognized as expense ratably over the shorter of the estimated interval until the next major maintenance activity or the life of the deferred item. The cash outflows related to these costs are included in operating activities within the consolidated statement of cash flows. The timing of this maintenance can vary by manufacturing plant and has a significant impact on our results of operations in the period performed primarily due to lost production during the maintenance period. Depreciation: The cost of property, plant, and equipment is depreciated, utilizing the straight-line method, over the estimated useful lives of the assets, the majority of which range from 20 to 40 years for buildings and leasehold improvements and 5 to 30 years for machinery and equipment. The following table provides details on the useful lives and proportion of our machinery and equipment ("M&E") in each useful life category. 62 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Percent of M&E Cost Depreciable Life in Years Types of Assets 25 5 to 10 Production control system equipment and hardware, laboratory testing equipment 13 15 Control systems, instrumentation, metering equipment 40 20 Production vessels and kilns, storage tanks, piping 6 25 to 30 Blending equipment, storage tanks, piping, shipping equipment and platforms, safety equipment 2 40 Machinery & equipment support structures and foundations 14 Various Various Leases: We lease various assets for use in our operations that are classified as both operating and financing leases. At contract inception, we determine that a lease exists if the contract conveys the right to control an identified asset for a period of time in exchange for consideration. Control is considered to exist when the lessee has the right to obtain substantially all of the economic benefits from the use of an identified asset as well as the right to direct the use of that asset. If a contract is considered to be a lease, we recognize a lease liability based on the present value of the future lease payments, with an offsetting entry to recognize a right-of-use asset. As a majority of our leases do not provide an explicit rate within the lease, an incremental borrowing rate is used, which is based on information available at the commencement date. The determination of the incremental borrowing rate for each individual lease was impacted by the following assumptions: lease term, currency, and the economic environment for the physical location of the leased asset. Our operating leases principally relate to the following leased asset classes: Leased Asset Class Remaining Lease Term Administrative offices 1 to 15 years Manufacturing buildings 2 to 50 years Manufacturing and office equipment 1 to 11 years Warehousing and storage facilities 3 to 10 years Vehicles 4 years Rail cars 1 to 10 years Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the expected lease term. Some of our leases include options to extend the lease term at our sole discretion. We account for lease and non-lease components together as a single component for all lease asset classes. The depreciable life of assets and leasehold improvements is limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Certain leases provide for escalation of the lease payments, as well as maintenance costs and taxes increase. Asset retirement obligations: We record asset retirement obligations ("AROs") at fair value at the time the liability is incurred if we can reasonably estimate the settlement date. The associated AROs are capitalized as part of the carrying amount of related long-lived assets. In future periods, the liability is accreted to its present value and the capitalized cost is depreciated over the useful life of the related asset. We also adjust the liability for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. Upon the retirement of the long-lived asset, we either settle the obligation for its recorded amount or incur a gain or loss. The carrying amounts for the AROs for the years ended December 31, 2025 and 2024 are $ 11.3 million and $ 16.3 million , respectively, and are included in Accrued expenses and Other liabilities on the consolidated balance sheets. Impairment of long-lived assets: 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. 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, 63 Index 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. Goodwill and other intangible assets: Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. We conduct a required 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. Our reporting units are our operating segments, i.e., Performance Materials, Performance Chemicals, and Advanced Polymer Technologies. If the carrying value of a reporting unit that includes goodwill exceeds its fair value, which is determined using both the income approach and market approach, goodwill is considered impaired. The income approach determines fair value based on 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 the reporting unit. 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") margins, and discount rate. The factors we considered in developing our estimates and projections for cash flows include, but are not limited to, the following: (i) macroeconomic conditions; (ii) industry and market considerations; (iii) costs, such as increases in raw materials, labor, or other costs; (iv) our overall financial performance; and (v) other relevant entity-specific events that impact our reporting units. 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. We believe that the estimates and assumptions used in our impairment assessment are reasonable; however, these assumptions are judgmental and variations in any assumptions could result in materially different calculations of fair value. We will continue to evaluate goodwill on an annual basis as of October 1, and whenever events or changes in circumstances, such as significant adverse changes in operating results, market conditions, or changes in management's business strategy indicate that there may be a probable indicator of impairment. It is possible that the assumptions used by management related to the evaluation may change or that actual results may vary significantly from management's estimates. Other intangible assets are comprised of finite-lived intangible assets consisting primarily of brands (representing trademarks, trade names and know-how), customer contracts and relationships, and developed technology. 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 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. Capitalized software: Capitalized software for internal use is included within Other assets on the consolidated balance sheets. Amounts capitalized are presented in Capital expenditures on our consolidated statements of cash flow. Capitalized software is amortized using the straight-line over the estimated useful lives ranging from 5 to 15 years. Amortization is recorded to Costs of sales on our consolidated statements of operations for software directly used in the production of inventory and Selling, general, and administrative expenses on our consolidated statements of operations for software used for non-production related activities. Strategic investments: We have a variety of strategic investments that are classified as long-term assets on the consolidated balance sheets. Our strategic investments are accounted for under either the equity method of accounting or the measurement alternative, where fair value is not readily determinable. We use the equity method of accounting for investments that we do not control, but for which we have the ability to exercise significant influence. For strategic investments that are accounted for under the equity method of accounting, our initial investment is recorded at cost. Subsequently, the carrying value for these investments will be impacted by our proportionate share of undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments. Subsequent adjustments to our initial investment are recorded within Other (income) expense, net on the consolidated statement of operations. 64 Index 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. Adjustments for observable changes in prices or impairments are recognized in Other (income) expense, net in our consolidated statements of operations. At each reporting period, we evaluate each investment to determine whether events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Legal liabilities: We recognize a liability for legal contingencies when a loss is probable and reasonably estimable. Third-party fees for legal services are expensed as incurred. If only a range of estimated losses can be determined, we accrue an amount that reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. If an unfavorable outcome is reasonably possible but not probable, we will disclose an estimate of the reasonably possible loss or range of loss. If we cannot estimate the loss or range of losses arising from a legal proceeding, we will disclose that an estimate cannot be made. In assessing the materiality of a legal proceeding, we evaluate, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs that may require us to change our business practices in a manner that could have a material adverse impact on our business. Revenue recognition: Our revenue is derived from contracts with customers, and substantially all our revenue is recognized when products are either shipped from our manufacturing and warehousing facilities or delivered to the customer. Revenue, net of returns and customer incentives, is based on the sale of manufactured products. Revenues are recognized when performance obligations under the terms of a contract with our customer are satisfied; 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 manufactured, rather than when they are shipped. Revenues are presented as Net sales on the consolidated statements of operations. Since Net sales are derived from product sales only, we have disaggregated our Net sales by our product lines within each reportable segment. Net sales are measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Sales returns and allowances are not a normal practice in the industry and are not significant. Certain customers may receive cash-based incentives, including discounts and volume rebates, which are accounted for as variable consideration and included within Net sales. Shipping and handling fees billed to customers are included within Net sales. If we pay for the freight and shipping, we recognize the cost when control of the product has transferred to the customer as an expense within Cost of sales on the consolidated statements of operations. Payment terms with our customers are typically in the range of zero to sixty days . Because the period between when we transfer a promised good to a customer and when the customer pays for that good will be one year or less, we elect not to adjust the promised amount of consideration for the effects of any financing component, as it is not significant. Cost of sales: Costs primarily consist of the cost of inventory sold and other production related costs. These costs include raw materials, direct labor, manufacturing overhead, packaging costs, and maintenance costs. Shipping and handling costs are recorded within Cost of sales on the consolidated statements of operations. Royalty expense: We have licensing agreements with third parties requiring us to pay royalties for certain technologies we use in the manufacturing of our products. Royalty expense is recognized as incurred and recorded within Cost of sales on the consolidated statements of operations. Selling, general, and administrative expenses: Costs are expensed as incurred and primarily include employee compensation costs related to sales and office personnel, office expenses, and other expenses not directly related to our manufacturing operations. Costs also include advertising and promotional costs. Research and technical expenses: Costs are expensed as incurred and primarily include employee compensation, technical equipment costs, material testing, and innovation-related expenses. 65 Index 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: We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business. The cost and benefit of these strategic restructuring initiatives are recorded within Restructuring and other (income) charges, net on the consolidated statement of operations. These costs are excluded from our operating segment results. We record an accrual for severance and other costs under the provisions of the relevant accounting guidance. Additionally, in some restructuring plans, write-downs of long-lived assets may occur. Two types of assets are impacted: assets to be disposed of by sale and assets to be abandoned. Assets to be disposed of by sale are measured at the lower of carrying amount or estimated net proceeds from the sale. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. 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. Income taxes: We are subject to income taxes in the U.S. and numerous foreign jurisdictions, including China and the United Kingdom ("UK"). The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. We follow the asset and liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recognized based on the temporary differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. The ability to realize deferred tax assets is evaluated through the forecasting of taxable income, historical and projected future operating results, the reversal of existing temporary differences, and the availability of tax planning strategies. Valuation allowances are recognized to reduce deferred tax assets when it is more-likely-than-not that a tax benefit will not be realized. 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. Earnings per Share: Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects the dilution that could occur if the outstanding stock-based compensation awards, including any unvested awards, were vested and exercised, resulting in the issuance of common stock as determined under the treasury stock method. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding for the period. The calculation of diluted net income per share excludes all anti-dilutive common shares. In periods where we incur a net loss, stock-based compensation awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect. Pension and postretirement benefits: We provide both qualified and non-qualified pension and postretirement benefit plans to our employees. The expense related to the current employees, as well as the expense related to retirees, are included within the Consolidated Financial Statements. The costs (or benefits) and obligations related to these benefits reflect key assumptions related to general economic conditions, including interest (discount) rates, healthcare cost trend rates, and expected return on plan assets. 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' 66 Index 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. In addition, the unrealized gains and losses related to our pension and postretirement benefit obligations may also affect periodic benefit costs (or benefits) in future periods. Share-based compensation: We recognize compensation expense within our Consolidated Financial Statements for all share-based compensation arrangements. Share-based compensation cost is measured at the date of grant, based on the fair value of the award, and expense is recognized over the grantee's requisite service period; forfeitures are recognized as they occur. We calculate the fair value of our stock options using the Black-Scholes option pricing model. The fair value of restricted stock units ("RSUs"), non-employee director deferred stock units ("DSUs"), and performance-based restricted stock units ("PSUs") is determined using our closing stock price on the date of the grant. Beginning in 2023, certain granted PSUs include a market condition, relative total shareholder return ("rTSR"), which requires that the fair value of the award be calculated using a Monte Carlo simulation. Substantially all compensation expense related to share-based awards is recorded as a component of Selling, general and administrative expenses within the consolidated statements of operations. Operating segments: 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 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. Fair value measurements: We have categorized our assets and liabilities that are recorded at fair value, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets and liabilities fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying value of our financial instruments: cash and cash equivalents, other receivables, other payables, and accrued liabilities, approximate their fair values due to the short-term nature of these financial instruments. Derivative financial instruments: We are exposed to market risks, such as the impact of changes in interest rates on our floating rate debt, foreign currency exchange rates due to transactions denominated in a variety of foreign currencies, and commodity prices due to purchases of certain raw materials and inputs. Changes in these rates and prices may have an impact on our future cash flow and earnings. We formally document all relationships between the derivative financial instrument and the hedged item, as well as the risk management objective and strategy for undertaking various hedge transactions. We do not hold or issue derivative financial instruments for speculative or trading purposes. We enter into derivative financial instruments which are governed by policies, procedures, and internal processes set forth by our Board of Directors. Our risk management program also addresses counterparty credit risk by selecting only major financial institutions with investment grade ratings. Once the derivative financial instrument is entered into, we continuously monitor the financial institutions' credit ratings and our credit risk exposure held by the financial institution. When appropriate, we reallocate exposures across multiple financial institutions to limit credit risk. If a counterparty fails to fulfill its performance obligations under the derivative financial instrument, then Ingevity is exposed to credit risk equal to the fair value of the financial instrument. Derivative assets and liabilities are recorded on our consolidated balance sheets at fair value and are presented on a gross basis. 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 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 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 67 Index Ingevity Corporation Notes to the Consolidated Financial Statements 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: We record shares of common stock repurchased at cost as treasury stock, resulting in a reduction of stockholders' equity on the consolidated balance sheets. When the treasury shares are contributed under our employee benefit plans or issued for option exercises, we use a first-in, first-out ("FIFO") method for determining cost. The difference between the cost of the shares and the market price at the time of contribution to an employee benefit plan is added to or deducted from Additional paid-in capital on the consolidated balance sheets. Translation of foreign currencies: The local currency is the functional currency for all of our significant operations outside the U.S., consisting primarily of the euro, the Japanese yen, the pound sterling, and the Chinese renminbi. The assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using period-end exchange rates, and adjustments resulting from these financial statement translations are reported as a component of CTA within AOCI on the consolidated balance sheets. Revenues and expenses are translated at average rates prevailing during each period. Business combinations: Accounting for business combinations which requires, among other things, the acquiring entity in a business combination to recognize the fair value of the assets acquired and liabilities assumed; the recognition of acquisition-related costs within the consolidated results of operations; the recognition of restructuring costs within the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at fair value on the acquisition date with subsequent adjustments recognized on the consolidated statement of operations. We generally use qualified third-party consultants to assist management in determining the fair value of assets acquired and liabilities assumed. This includes, when necessary, assistance with the determination of lives and valuation of tangible property, plant, and equipment and identifiable intangibles, assisting management in determining the fair value of obligations associated with employee-related liabilities, and assisting management in assessing obligations associated with legal and environmental claims. The purchase price allocation process allows us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained surrounding facts and circumstances existing at the acquisition date. The fair value assigned to identifiable intangible assets acquired is determined primarily by using an income approach, which is based on assumptions and estimates made by management. Significant assumptions utilized in the income approach are the attrition rate, revenue growth rates, EBITDA margins, royalty rates, and the discount rate. These assumptions are based on company-specific information and projections, which are not observable in the market and are therefore considered Level 2 and Level 3 measurements. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Based on the acquired business' end markets and products, as well as how the chief operating decision maker will review the business results, determines the most appropriate operating segment for which to integrate the acquired business. Goodwill acquired, if any, is allocated to the reporting unit within or at the operating segment for which the acquired business will be integrated. Selection of the appropriate reporting unit is based on the level at which discrete financial information is available and reviewed by business management post-integration. Operating results of the acquired entity are reflected within the Consolidated Financial Statements from the date of acquisition. Reclassifications: Certain prior year amounts have been reclassified to conform with the current year's presentation. Note 3: New Accounting Guidance The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" or "Codification") is the sole source of authoritative GAAP other than the U.S. Securities and Exchange Commission ("SEC") issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update ("ASU") to communicate changes to the Codification. We consider the applicability and impact of all ASUs. 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 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 68 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 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 Form 10-K. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures. Note 4: Net Sales Disaggregation of Net sales The following table presents our Net sales disaggregated by reportable segment and product line. Years Ended December 31, In millions 2025 2024 2023 Performance Materials segment $ 606.9 $ 609.6 $ 586.0 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 Advanced Polymer Technologies segment $ 160.2 $ 188.6 $ 204.0 Net sales $ 1,167.6 $ 1,200.1 $ 1,215.5 The following table presents our Net sales disaggregated by geography, based on the delivery address of our customer. Years Ended December 31, In millions 2025 2024 2023 North America (1) $ 665.1 $ 651.5 $ 672.7 Asia Pacific (1) 298.5 325.0 323.3 Europe, Middle East, and Africa 158.9 172.4 179.9 South America 45.1 51.2 39.6 Net sales $ 1,167.6 $ 1,200.1 $ 1,215.5 _______________ (1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the years ended December 31, 2025, 2024, and 2023 are the U.S., which totaled $ 585.0 million, $ 571.5 million, and $ 602.3 million, respectively, and China, which totaled $ 153.1 million, $ 175.6 million, and $ 189.2 million, respectively. Contract Balances The contract assets primarily relate to our rights to consideration for products produced but not billed at the reporting date from contracts with certain customers. The contract assets are recognized as accounts receivables when we have an enforceable right to payment for performance completed to date and the customer has been billed. Contract liabilities represent obligations to transfer goods to a customer for which we have received consideration from our customer. For all periods presented, we had no contract liabilities. 69 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 The following table provides information about contract assets from contracts with certain customers. Year Ended December 31, In millions 2025 2024 Contract asset at beginning of period $ 6.5 $ 11.2 Additions 15.6 15.3 Reclassification to accounts receivable, billed to customers ( 15.2 ) ( 20.0 ) Contract asset at end of period (1) $ 6.9 $ 6.5 _______________ (1) Included within "Prepaid and other current assets" on the consolidated balance sheets. Note 5: Fair Value Measurements Recurring Fair Value Measurements The following information is presented for assets and liabilities that are recorded on the consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that are recorded at fair value between the three-level fair value hierarchy during the periods reported. In millions Level 1 (1) Level 2 (2) Level 3 (3) Total December 31, 2025 Assets: Deferred compensation plan investments (4) $ 3.9 $ — $ — $ 3.9 Total assets $ 3.9 $ — $ — $ 3.9 Liabilities: Deferred compensation arrangement (4) $ 15.9 $ — $ — $ 15.9 Total liabilities $ 15.9 $ — $ — $ 15.9 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total December 31, 2024 Assets: Deferred compensation plan investments (4) $ 3.7 $ — $ — $ 3.7 Total assets $ 3.7 $ — $ — $ 3.7 Liabilities: Deferred compensation arrangement (4) $ 15.9 $ — $ — $ 15.9 Total liabilities $ 15.9 $ — $ — $ 15.9 _______________ (1) Quoted prices in active markets for identical assets. (2) Quoted prices for similar assets and liabilities in active markets. (3) Significant unobservable inputs. (4) Consists of a deferred compensation arrangement through which we hold various investment securities recognized on our consolidated balance sheets. Both the asset and liability related to investment securities are recorded at fair value and are included within "Other assets" and "Other liabilities" on the consolidated balance sheets, respectively. In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $ 18.2 million and $ 16.5 million at December 31, 2025 and 2024, respectively. 70 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Nonrecurring Fair Value Measurements 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 Equity Method Investments 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. 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. Measurement Alternative Investments 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. 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 Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with Performance Materials' Wickliffe, Kentucky, manufacturing plant at maturity. The trust, presented as Restricted investment on our consolidated balance sheets, originally purchased long-term bonds that mature through 2026. The principal received at maturity of the bonds, along with interest income that is reinvested in the trust, are expected to be equal to or more than the $ 80.0 million finance lease obligation that is due in 2027. Because the provisions of the trust provide us the ability, and it is our intent, to hold the investments to maturity, the investments held by the trust are accounted for as held to maturity ("HTM"); therefore, they are held at their amortized cost. The investments held by the trust earn interest at the stated coupon rate of the invested bonds. Interest earned on the investments held by the trust is recognized and presented as Interest income on our consolidated statement of operations. As interest from the bonds is received and as bonds mature, any proceeds not reinvested are held in highly liquid securities and treated as restricted cash. At December 31, 2025 and 2024, the carrying value of our restricted investment was $ 84.4 million and $ 81.6 million, net of an allowance for credit losses of $ 0.2 million and $ 0.2 million, and included restricted cash of $ 34.0 million and $ 18.2 million, respectively. The fair value at December 31, 2025 and 2024 was $ 84.0 million and $ 80.3 million, respectively, based on Level 1 inputs. The following table shows the total amortized cost of our HTM debt securities by credit rating, excluding the allowance for credit losses and cash. The primary factor in our expected credit loss calculation is the composite bond rating. As the rating decreases, the risk present in holding the bond is inherently increased, leading to an increase in expected credit losses. 71 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 HTM Debt Securities In millions AA+ AA- A A- BBB+ Total December 31, 2025 $ 13.2 10.5 13.1 3.8 10.0 $ 50.6 December 31, 2024 $ 13.2 10.3 23.3 6.8 10.0 $ 63.6 Debt and Finance Lease Obligations At December 31, 2025 and 2024, the carrying value of finance lease obligations was $ 98.8 million and $ 100.0 million, respectively, and the fair value was $ 100.2 million and $ 102.2 million, respectively. The fair value of our finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing plant, is based on the period-end quoted market prices for the obligations, using Level 2 inputs. The fair value of all other finance lease obligations approximates their carrying values. The carrying value of our variable rate debt, excluding debt issuance fees and adjusted for our $ 200.0 million floating-to-fixed interest rate swap, was $ 362.8 million, and $ 555.2 million as of December 31, 2025 and 2024, respectively. The carrying value of our variable rate debt is a reasonable estimate of the fair value. At December 31, 2025 and 2024, the carrying value of our fixed rate debt was $ 550.0 million and $ 550.0 million, respectively, and the fair value was $ 535.7 million and $ 503.2 million, respectively, based on Level 2 inputs. Note 6: Inventories, net December 31, In millions 2025 2024 Raw materials $ 45.7 $ 49.2 Production materials, stores and supplies 27.5 25.0 Finished and in-process goods 141.6 157.4 Subtotal $ 214.8 $ 231.6 Less: LIFO reserve ( 28.8 ) ( 35.7 ) Inventories, net $ 186.0 $ 195.9 As of December 31, 2025, approximately 34 percent, 15 percent, and 51 percent of our Inventories, net, were accounted for under the FIFO, average cost, and LIFO methods, respectively. As of December 31, 2024, approximately 28 percent, 13 percent, and 59 percent of our Inventories, net, were accounted for under the FIFO, average cost, and LIFO methods, respectively. 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 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. 72 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 7: Property, Plant, and Equipment, net December 31, In millions 2025 2024 Machinery and equipment $ 1,307.3 $ 1,253.3 Buildings and leasehold improvements 212.5 224.1 Land and land improvements 24.5 26.2 Construction in progress 31.0 68.7 Total cost $ 1,575.3 $ 1,572.3 Less: accumulated depreciation ( 967.2 ) ( 929.4 ) Property, plant, and equipment, net (1) $ 608.1 $ 642.9 _______________ (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. Amortization expense associated with these finance leases is included within depreciation expense. The payments remaining under these finance lease obligations are included within Note 13. 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. 73 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 8: Goodwill and Other Intangible Assets, net Goodwill Reporting Units In millions Performance Materials Performance Chemicals Advanced Polymer Technologies Total Balance as of December 31, 2024 (1) $ 4.3 $ — $ 170.9 $ 175.2 Foreign currency translation — — 12.9 12.9 Goodwill impairment charge — — ( 183.8 ) ( 183.8 ) Balance as of December 31, 2025 $ 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 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. 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. We performed an analysis of the reporting unit’s goodwill, intangibles, and long-lived assets. Our analysis included significant assumptions such as: 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. 74 Index 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 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. Other Intangible Assets In millions Customer contracts and relationships Brands (1) Developed Technology Total Gross Asset Value 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 ) December 31, 2024 264.9 91.4 88.7 445.0 Retirements — — ( 4.1 ) ( 4.1 ) 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 Accumulated Amortization December 31, 2023 $ ( 179.4 ) $ ( 30.3 ) $ ( 35.0 ) $ ( 244.7 ) Amortization (4) ( 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 December 31, 2024 ( 88.4 ) ( 35.4 ) ( 42.4 ) ( 166.2 ) Amortization ( 15.0 ) ( 5.5 ) ( 10.1 ) ( 30.6 ) Retirements — — 3.2 3.2 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 ) Other intangibles, net (5) $ 105.4 $ 44.5 $ 26.2 $ 176.1 _______________ (1) Represents trademarks, trade names, and know-how. (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. 75 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Intangible assets subject to amortization were allocated among our business segments as follows: December 31, In millions 2025 2024 Performance Materials $ — $ 1.2 Performance Chemicals (1) 8.5 102.5 Advanced Polymer Technologies 167.6 175.1 Other intangibles, net $ 176.1 $ 278.8 _______________ (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. Years Ended December 31, In millions 2025 2024 2023 Selling, general, and administrative expenses $ 30.6 $ 32.2 $ 41.9 Total amortization expense $ 30.6 $ 32.2 $ 41.9 Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: 2026 - $ 20.4 million, 2027 - $ 20.4 million, 2028 - $ 20.4 million, 2029 - $ 20.4 million and 2030 - $ 14.8 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates. Note 9: Financial Instruments and Risk Management Cash Flow Hedges Foreign Currency Exchange Risk Management We manufacture and sell our products in several countries throughout the world and thus, we are exposed to changes in foreign currency exchange rates. To manage the volatility relating to these exposures, we net the exposures on a consolidated basis to take advantage of natural offsets. To manage the remaining exposure, from time to time, we utilize forward currency exchange contracts and zero cost collar option contracts to minimize the volatility to earnings and cash flows resulting from the effect of fluctuating foreign currency exchange rates on export sales denominated in foreign currencies (principally the euro). These contracts are generally designated as cash flow hedges. As of December 31, 2025, open foreign currency exchange contracts hedge a portion of forecasted transactions until January 2027. Designated cash flow hedges entered to minimize foreign currency exchange risk of forecasted revenue transactions are recorded to Net sales on the consolidated statement of operations when the forecasted transaction occurs. 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 zero and $ 0.1 million as of December 31, 2025 and 2024, respectively. Commodity Price Risk Management Certain energy sources used in our manufacturing operations are subject to price volatility caused by weather, supply and demand conditions, economic variables, and other unpredictable factors. This volatility is primarily related to the market pricing of natural gas. To mitigate expected fluctuations in market prices and the volatility to earnings and cash flow resulting from changes to the pricing of natural gas purchases, from time to time, we will enter into swap contracts and zero cost collar option contracts and designate these contracts as cash flow hedges. 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, 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. 76 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Interest Rate Risk Management During the third quarter of 2024, we entered into a floating-to-fixed interest rate swap with a notional amount of $ 200.0 million to manage the variability of cash flows in the interest rate payments associated with our existing Secured Overnight Financing Rate ("SOFR") based interest payments, effectively converting $ 200.0 million of our floating rate debt to a fixed rate. In accordance with the terms of this instrument, we receive floating rate interest payments based upon one-month U.S. dollar SOFR and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026. The fair value of 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 Years Ended December 31, 2025 2024 2023 2025 2024 2023 Cash flow hedging derivatives Currency exchange contracts $ ( 0.4 ) $ 0.2 $ ( 0.1 ) $ ( 0.3 ) $ 0.1 $ ( 0.7 ) Net sales Natural gas contracts ( 1.2 ) ( 0.4 ) ( 4.1 ) ( 0.3 ) ( 2.5 ) ( 3.2 ) Cost of sales Interest rate swap contracts ( 1.0 ) 0.6 — — — — Interest (income) expense Total $ ( 2.6 ) $ 0.4 $ ( 4.2 ) $ ( 0.6 ) $ ( 2.4 ) $ ( 3.9 ) Within the next twelve months, we expect to reclassify $ 0.8 million of losses from AOCI to earnings before taxes. 77 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Fair-Value Measurements The following information is presented for derivative assets and liabilities that are recorded on the consolidated balance sheets at fair value measured on a recurring basis. 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 sheets during the fiscal years ending December 31, 2025, 2024, or 2023, respectively. December 31, 2025 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Natural gas contracts (4) $ — $ — $ — $ — Currency exchange contracts (4) — 0.5 — 0.5 Interest rate swap contracts (5) — — — — Total assets $ — $ 0.5 $ — $ 0.5 Liabilities: Natural gas contracts (6) $ — $ 0.5 $ — $ 0.5 Currency exchange contracts (6) — 0.5 — 0.5 Interest rate swap contracts (7) — 0.4 — 0.4 Total liabilities $ — $ 1.4 $ — $ 1.4 December 31, 2024 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Natural gas contracts (4) $ — $ 0.4 $ — $ 0.4 Currency exchange contracts (4) — 0.2 — 0.2 Interest rate swap contracts (5) $ — 0.6 — 0.6 Total assets $ — $ 1.2 $ — $ 1.2 Liabilities: Natural gas contracts (6) $ — $ 0.1 $ — $ 0.1 Currency exchange contracts (6) — 0.1 — 0.1 Total liabilities $ — $ 0.2 $ — $ 0.2 _______________ (1) Quoted prices in active markets for identical assets. (2) Quoted prices for similar assets and liabilities in active markets. (3) Significant unobservable inputs. (4) Included within "Prepaid and other current assets" on the consolidated balance sheets. (5) Included within "Other assets" on the consolidated balance sheets. (6) Included within "Accrued expenses" on the consolidated balance sheets. (7) Included within "Other liabilities" on the consolidated balance sheets. 78 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 10: Debt, including Finance Lease Obligations Current and long-term debt including finance lease obligations consisted of the following: December 31, In millions, except percentages 2025 2024 Revolving Credit Facility (1) $ 517.0 $ 695.0 3.88 % Senior Notes due 2028 550.0 550.0 Finance lease obligations (2) 98.8 100.0 Accounts receivable securitization 43.9 58.3 Other notes payable 1.9 1.9 Total debt including finance lease obligations $ 1,211.6 $ 1,405.2 Less: debt issuance costs 3.1 4.2 Total debt including finance lease obligations, net of debt issuance costs $ 1,208.5 $ 1,401.0 Less: debt maturing within one year (3) 47.1 61.3 Long-term debt including finance lease obligations $ 1,161.4 $ 1,339.7 _______________ (1) Letters of credit outstanding under the revolving credit facility were $ 9.0 million and $ 2.6 million and available funds under the facility were $ 474.0 million and $ 302.4 million at December 31, 2025 and 2024, respectively. (2) Refer to Note 13 for more information on finance lease obligations. 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 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. Revolving Credit Facility On June 23, 2022, we entered into an Amendment and Restatement Agreement (the "Amendment") together with the other parties named therein, which amends and restates our existing credit agreement, dated as of March 7, 2016, as amended, supplemented or otherwise modified. 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. Senior Notes 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”). The 2028 Notes were issued pursuant to an indenture dated as of October 28, 2020, by and among Ingevity, the subsidiary guarantors party thereto and U.S. 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 79 Index 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. The 2028 Notes mature on November 1, 2028. Accounts Receivable Securitization On October 2, 2023, we entered into a revolving accounts receivable securitization facility ("Facility"). The Facility enables us to borrow, on a revolving basis, up to a maximum of $ 100.0 million based upon eligible trade receivables. The program's effective borrowing cost is based upon an asset-backed commercial paper conduit rate plus a negotiated margin. In addition, a fee is assessed for any undrawn portion of the facility. The Facility required the establishment of a bankruptcy-remote special purpose entity ("SPE"), wholly owned and fully consolidated by Ingevity Corporation. Trade receivables will be sold to this SPE and held as secured collateral for the borrowings under the Facility. Ingevity maintains continuing involvement as it acts as the servicer for the eligible trade receivables and guarantees payment to the bank. 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 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. These fees have been deferred and will be amortized over the term of the Facility. The weighted average interest rate associated with our Facility was 5.51 percent and 5.35 percent for the periods ended December 31, 2025 and 2024, respectively. Debt Covenants Our indenture contains certain customary covenants (including covenants limiting Ingevity's and its restricted subsidiaries' ability to grant or permit liens on certain property securing debt, declare or pay dividends, make distributions on or repurchase or redeem capital stock, make investments in unrestricted subsidiaries, engage in sale and lease-back transactions, and engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of the assets of Ingevity and our restricted subsidiaries, taken as a whole) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The occurrence of an event of default under the 2028 Senior Notes could result in the acceleration of the notes of such series and could cause a cross-default resulting in the acceleration of other indebtedness of Ingevity and its subsidiaries. We were in compliance with all covenants under the indenture as of December 31, 2025. The credit agreement governing our revolving credit facility contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-compliance with covenants and cross-defaults to other material indebtedness. The occurrence of an uncured event of default under the credit agreement could result in all loans and other obligations becoming immediately due and payable and our revolving credit facility being terminated. The credit agreement also contains certain customary covenants, including financial covenants. The revolving credit facility financial covenants require Ingevity to maintain on a consolidated basis a maximum total net leverage ratio of 4.0 to 1.0 (which may be increased to 4.5 to 1.0 under certain circumstances) and a minimum interest coverage ratio of 3.0 to 1.0. As calculated per the credit agreement, our net leverage for the four consecutive quarters ended December 31, 2025 was 2.6 and our actual interest coverage for the four consecutive quarters ended December 31, 2025 was 5.9 . We were in compli ance with all covenants at December 31, 2025. 80 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 11: Share-based Compensation Equity Incentive Plan 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. The Talent and Compensation Committee of Ingevity's Board of Directors ("Compensation Committee") determines the long-term incentive mix, including stock options, RSUs, and PSUs, and may authorize new grants annually. We typically issue new common shares for the vesting of awards under our equity incentive plan. Employee Stock Purchase Plan On December 9, 2016, our Compensation Committee and Board of Directors approved the 2017 Ingevity Corporation Employee Stock Purchase Plan ("ESPP"), which was approved by Ingevity's stockholders on April 27, 2017. The ESPP allows eligible employee participants to purchase no more than 5,000 shares of our common stock at a discount through payroll deductions up to 15 percent of their compensation deducted during the purchase period. However, no participant shall be permitted to purchase common stock with a value greater than $ 25,000 in any calendar year. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. The ESPP consists of a one-month enrollment period preceding the three-month purchase period. Employees purchase shares in each purchase period at 85 percent of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower. On April 27, 2023, the ESPP was amended to add an additional 300,000 shares of Ingevity's common stock, increasing the total amount of shares under the ESPP to 550,000 shares, those additional shares were registered with the SEC on May 4, 2023. The shares are reserved and authorized for issuance to participating U.S. 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 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, In millions 2025 2024 2023 Stock option expense $ 0.9 $ 0.1 $ 0.6 ESPP expense 0.2 — 0.5 RSU, DSU and PSU expense 17.2 11.8 9.5 Total share-based compensation expense (1) $ 18.3 $ 11.9 $ 10.6 Income tax benefit ( 3.3 ) ( 2.6 ) ( 2.3 ) Total share-based compensation expense, net of tax $ 15.0 $ 9.3 $ 8.3 _______________ (1) Substantially all compensation expense related to share-based awards is recorded as a component of "Selling, general and administrative expenses" within the consolidated statements of operations. 81 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Stock Options All stock options vest in accordance with vesting conditions set by the Compensation Committee. 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. Expense related to stock options granted is based on the assumptions shown in the table below: Years Ended December 31, Weighted-average assumptions used to calculate expense for stock options 2025 2024 2023 Risk-free interest rate 3.9 % — % — % Average life of options (years) 6.3 0.0 0.0 Volatility 47.1 % — % — % Dividend yield — — — Fair value per stock option $ 16.23 $ — $ — The following table summarizes Ingevity's stock option activity. Number of Options (in thousands) Weighted-average exercise price (per share) Weighted-average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding, December 31, 2024 257 $ 63.12 3.0 $ 510 Granted 123 31.73 Exercised ( 34 ) 29.59 Forfeited ( 16 ) 80.93 Cancelled — Outstanding, December 31, 2025 330 $ 53.99 5.0 $ 4,300 Exercisable, December 31, 2025 207 $ 67.25 2.4 $ 910 The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between Ingevity's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at each year end. The amount changes based on the fair market value of Ingevity's stock. 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 All RSUs, DSUs, and PSUs vest in accordance with vesting conditions set by the Compensation Committee. RSUs and DSUs granted to date have vesting periods ranging from less than one year to three years from the date of grant. PSUs granted to date have vesting periods of three years from the date of grant, including grants that have a cumulative three-year performance period, subject to the satisfaction of the applicable performance goals established for the respective grant. 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 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 82 Index Ingevity Corporation Notes to the Consolidated Financial Statements 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 awards (years) 3.0 Volatility 46.0 % Dividend yield — Fair value per PSU $ 39.46 The following table summarizes Ingevity's RSUs, DSUs, and PSUs activity. RSUs and DSUs PSUs Number of Units (in thousands) (1) Weighted average grant date fair value (per share) Number of Units (in thousands) (1) Weighted average grant date fair value (per share) Nonvested, December 31, 2024 483 $ 52.82 213 $ 65.44 Granted 399 41.96 237 36.37 Vested ( 211 ) 55.36 ( 16 ) 68.23 Forfeited ( 65 ) 46.44 ( 117 ) 64.29 Nonvested, December 31, 2025 (2) 606 $ 45.58 317 $ 43.97 _______________ (1) The number granted represents the number of shares issuable upon vesting of RSUs and DSUs. For PSUs, the number granted represents the number of shares issuable upon vesting, assuming that Ingevity performs at the target performance level in each year of the three-year performance period. (2) Excludes 30,296 non-employee director shares that were vested but unissued at December 31, 2025. 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. 83 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 12: Equity Accumulated other comprehensive income (loss) Summarized below is the roll forward of AOCI, net of tax. Years Ended December 31, In millions 2025 2024 2023 Foreign currency translation Beginning balance $ ( 44.4 ) $ ( 25.6 ) $ ( 45.8 ) Net gains (losses) on foreign currency translation 42.5 ( 18.6 ) 20.2 Reclassification of foreign currency translation losses — ( 0.2 ) — Other comprehensive income (loss), net of tax 42.5 ( 18.8 ) 20.2 Ending balance $ ( 1.9 ) $ ( 44.4 ) $ ( 25.6 ) Derivative instruments Beginning balance $ 0.5 $ ( 1.6 ) $ ( 1.4 ) Gains (losses) on derivative instruments ( 2.6 ) 0.4 ( 4.2 ) Less: tax provision (benefit) ( 0.6 ) 0.1 ( 1.0 ) Net gains (losses) on derivative instruments ( 2.0 ) 0.3 ( 3.2 ) (Gains) losses reclassified to net income 0.6 2.4 3.9 Less: tax (provision) benefit 0.1 0.6 0.9 Net (gains) losses reclassified to net income 0.5 1.8 3.0 Other comprehensive income (loss), net of tax ( 1.5 ) 2.1 ( 0.2 ) Ending balance $ ( 1.0 ) $ 0.5 $ ( 1.6 ) Pension and other postretirement benefits Beginning balance $ 2.5 $ 0.5 $ 0.4 Unrealized actuarial gains (losses) and prior service (costs) credits 1.1 2.3 0.1 Less: tax provision (benefit) 0.2 0.5 — Net actuarial gains (losses) and prior service (costs) credits 0.9 1.8 0.1 Amortization of actuarial and other (gains) losses, prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income — 0.3 0.1 Less: tax (provision) benefit — 0.1 0.1 Net actuarial and other (gains) losses, amortization of prior service cost (credits), and settlement and curtailment (income) charge reclassified to net income — 0.2 — Other comprehensive income (loss), net of tax 0.9 2.0 0.1 Ending balance $ 3.4 $ 2.5 $ 0.5 Total AOCI ending balance at December 31 $ 0.5 $ ( 41.4 ) $ ( 26.7 ) 84 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Reclassifications of accumulated other comprehensive income (loss) The table below provides details about the reclassifications from AOCI and the affected line items on the consolidated statement of operations for each of the periods presented. Years Ended December 31, In millions 2025 2024 2023 Foreign currency Foreign currency translation adjustment (1) $ — $ 0.2 $ — Total before tax — 0.2 — (Provision) benefit for income taxes — — — Amount included within net income (loss) $ — $ 0.2 $ — Derivative Instruments Currency exchange contracts (2) $ ( 0.3 ) $ 0.1 $ ( 0.7 ) Natural gas contracts (3) ( 0.3 ) ( 2.5 ) ( 3.2 ) Total before tax ( 0.6 ) ( 2.4 ) ( 3.9 ) (Provision) benefit for income taxes 0.1 0.6 0.9 Amount included within net income (loss) $ ( 0.5 ) $ ( 1.8 ) $ ( 3.0 ) Pension and other postretirement benefits Amortization of prior service credit (costs) (3) $ — $ ( 0.1 ) $ ( 0.1 ) Recognized gain (loss) due to curtailment and settlement (3) — ( 0.2 ) — Total before tax — ( 0.3 ) ( 0.1 ) (Provision) benefit for income taxes — 0.1 0.1 Amount included within net income (loss) $ — $ ( 0.2 ) $ — _______________ (1) Included within "Restructuring and other (income) charges, net" on the consolidated statements of operations. (2) Included within "Net sales" on the consolidated statements of operations. (3) Included within "Cost of sales" on the consolidated statements of operations. Share Repurchases On July 25, 2022, our Board of Directors authorized the repurchase of up to $ 500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization. Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the 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 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 . 85 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 13: Leases We have both operating and finance leases, with the majority being operating lease agreements related to rail cars, tanks, equipment, and real estate. Supplemental consolidated balance sheet information related to our leases is as follows: December 31, In millions Financial Statement Caption 2025 2024 Assets Operating lease assets, net (1) Operating lease assets, net $ 29.5 $ 44.7 Finance lease assets, net (2) Property, plant, and equipment, net 37.0 50.2 Total lease assets $ 66.5 $ 94.9 Liabilities Current Operating lease liabilities (3) Current operating lease liabilities $ 11.8 $ 14.4 Finance lease liabilities Notes payable and current maturities of long-term debt 1.2 1.1 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 22.4 33.6 Finance lease liabilities Long-term debt including finance lease obligations 97.6 98.9 Total lease liabilities $ 133.0 $ 148.0 _______________ (1) Operating lease assets, net are recorded net of accumulated amortization of $ 35.6 million and $ 40.2 million as of December 31, 2025, and 2024, respectively. (2) Finance lease assets, net are recorded net of accumulated amortization in Property, plant, and equipment, net and Other assets, net of $ 83.2 million and $ 1.2 million, as of December 31, 2025, and $ 81.4 million and $ 1.4 million, as of December 31, 2024. (3) Operating lease liabilities include $ 0.2 million and $ 0.2 million of accrued interest, as of December 31, 2025 and 2024, respectively. Finance Leases Our finance lease obligations of $ 98.8 million and $ 100.0 million at December 31, 2025 and 2024, respectively, primarily consist of two leases. The first obligation of $ 80.0 million, at December 31, 2025, is owed to the city of Wickliffe, Kentucky, associated with Performance Materials' Wickliffe, Kentucky, manufacturing plant, which is due at maturity in 2027. 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 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. The lease commenced in July 2020, with a term of 15 years, and is structured as a traditional rental with payments due on a monthly basis. We also have a finance lease obligation due in 2031 for certain assets located at our Performance Materials' Waynesboro, Georgia, manufacturing plant. The lease is with the Development Authority of Burke County ("Authority"). The Authority established the sale-leaseback of these assets by issuing an industrial development revenue bond. The bond was purchased by Ingevity and the obligations under the finance lease remain with Ingevity. Accordingly, we offset the finance lease obligation and bond on our consolidated balance sheets. 86 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Components of lease cost are as follows: Years Ended December 31, In millions Financial Statement Caption 2025 2024 2023 Operating lease cost (1) Cost of sales $ 14.4 $ 16.7 $ 17.3 Selling, general, and administrative expenses 1.1 1.3 1.2 Finance lease cost Amortization of leased assets Cost of sales $ 2.5 $ 3.2 $ 3.2 Selling, general, and administrative expenses 1.6 1.6 1.6 Interest on lease liabilities Interest expense 7.2 7.3 7.3 Net lease cost (2) $ 26.8 $ 30.1 $ 30.6 _______________ (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Only on the rare occasion do we sublease our leased assets; as a result, this amount excludes sublease income which is immaterial. Maturity of Lease Liabilities December 31, 2025 In millions Operating leases Finance leases Total 2026 $ 13.2 $ 8.4 $ 21.6 2027 9.8 85.4 95.2 2028 6.2 2.4 8.6 2029 3.5 2.5 6.0 2030 1.7 2.5 4.2 2031 and thereafter 1.6 12.7 14.3 Total lease payments $ 36.0 $ 113.9 $ 149.9 Less: Interest 1.8 15.1 16.9 Present value of lease liabilities (1) $ 34.2 $ 98.8 $ 133.0 _______________ (1) As of December 31, 2025, we have zero operating lease commitments that have not yet commenced related to manufacturing and office equipment leases. Lease Term and Discount Rate December 31, In millions, except percentages and years 2025 2024 Weighted-average remaining lease term (years) Operating leases 3.5 4.0 Finance leases 9.9 10.9 Weighted-average discount rate Operating leases 6.02 % 5.95 % Finance leases 5.45 % 5.44 % 87 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Other Information - Inclusive of continuing and discontinued operations Years Ended December 31, In millions 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19.5 $ 21.7 $ 22.5 Operating cash flows from finance leases 7.2 7.3 7.3 Financing cash flows from finance leases 1.3 1.0 0.7 Note 14: Retirement Plans Defined Contribution Plans Eligible employees may participate in our retirement savings plan ("Plan"), a qualified salary-reduction plan under Section 401(k) of the U.S. Internal Revenue Code by contributing a portion of their compensation. For non-union eligible employees participating in the Plan, Ingevity makes matching contributions up to six percent of the employee deferral. In addition to the matching contributions, Ingevity also makes a non-elective contribution of three percent of eligible compensation per payroll for non-union employees. For eligible union employees participating in the Plan, Ingevity makes matching contributions up to 100 percent of the first three percent of the employee deferrals and 50 percent on the next two percent of deferrals. Employee contributions, as well as Ingevity's match contributions, are made to funds designated by the participant, none of which are based on Ingevity's common stock. Charges associated with employer contributions to the Plan were $ 9.2 million, $ 9.6 million, and $ 11.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Defined Benefit Pension and Postretirement Plans Ingevity has both established qualified and non-qualified benefit plans to provide pension and post-retirement benefits to certain employees and retirees. Our retirement obligations consist of accrued defined benefit obligations earned by Ingevity domestic hourly union employees; accrued obligations from a frozen non-qualified defined benefit pension plan for certain salaried and former salaried employees of Ingevity; and other post-retirement medical and life insurance benefits. We are required to recognize on our consolidated balance sheets the overfunded and underfunded status of our defined benefit postretirement plans. The overfunded and underfunded status is defined as the difference between the fair value of plan assets and the projected benefit obligation. We are also required to recognize, as a component of other comprehensive income, the actuarial gains and losses and the prior service costs and credits that arise during the period. 88 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 The following tables summarize the weighted average assumptions used and components of our defined benefit postretirement plans at December 31, 2025 and 2024. Pensions Other Benefits December 31, In millions, except percentages 2025 2024 2025 2024 Following are the weighted average assumptions used to determine the benefit obligations at December 31: Discount rate - qualified benefit plans 5.45 % 5.50 % — % — % Discount rate - non-qualified benefit plans 5.30 % 5.45 % 5.05 % 5.35 % Rate of compensation increase N/A N/A N/A N/A Change in projected benefit obligation Projected benefit obligation at January 1 $ 33.5 $ 35.5 $ 0.7 $ 0.7 Service cost 1.1 1.2 — — Interest cost 1.8 1.7 — — Actuarial loss (gain) 0.1 ( 3.4 ) 0.1 — Plan amendments 0.3 — — — Benefit payments ( 1.5 ) ( 1.5 ) ( 0.1 ) — Projected benefit obligation at December 31 (1) 35.3 33.5 0.7 0.7 Change in plan assets Fair value of plan asset at January 1 26.0 26.6 — — Actual return on plan assets 3.2 0.6 — — Company contributions 1.6 0.3 0.1 — Benefit payments ( 1.5 ) ( 1.5 ) ( 0.1 ) — Fair value of plan assets at December 31 29.3 26.0 — — Funded Status Net Funded Status of the Plan (Liability) $ ( 6.0 ) $ ( 7.5 ) $ ( 0.7 ) $ ( 0.7 ) Pensions Other Benefits December 31, In millions 2025 2024 2025 2024 Amount recognized on the consolidated balance sheets: Pension and other postretirement benefit (liability) (2) ( 6.0 ) ( 7.5 ) ( 0.7 ) ( 0.7 ) Total Net Funded Status of the Plan (Liability) $ ( 6.0 ) $ ( 7.5 ) $ ( 0.7 ) $ ( 0.7 ) _______________ (1) The accumulated benefit obligation for all years presented equals the projected benefit obligation for each plan, respectively. (2) Asset balance is included within "Other assets" and liability balances are included within "Other liabilities" on the consolidated balance sheets. 89 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Amounts Recognized in Other Comprehensive Income (Loss) Changes in plan assets and benefit obligations recognized in other comprehensive income (loss) are as follows: Pensions Other Benefits Total Years Ended December 31, In millions 2025 2024 2023 2025 2024 2023 2025 2024 2023 Current year net actuarial loss (gain) $ ( 1.4 ) $ ( 2.3 ) $ ( 0.4 ) $ — $ — $ — $ ( 1.4 ) $ ( 2.3 ) $ ( 0.4 ) Current year prior service cost (credit) 0.3 — 0.3 — — — 0.3 — 0.3 Amortization of net actuarial (loss) gain and prior service (cost) credit ( 0.1 ) ( 0.1 ) ( 0.1 ) 0.1 — — — ( 0.1 ) ( 0.1 ) Settlement and curtailment (charges) income, net — ( 0.2 ) — — — — — ( 0.2 ) — Total recognized in other comprehensive (income) loss, before taxes ( 1.2 ) ( 2.6 ) ( 0.2 ) 0.1 — — ( 1.1 ) ( 2.6 ) ( 0.2 ) Total recognized in other comprehensive (income) loss, after taxes $ ( 0.9 ) $ ( 2.0 ) $ ( 0.1 ) $ — $ — $ — $ ( 0.9 ) $ ( 2.0 ) $ ( 0.1 ) Amounts Recognized in Accumulated Other Comprehensive Income (Loss) The amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of net periodic benefit cost are as follows: Pensions Other Benefits Total December 31, In millions 2025 2024 2025 2024 2025 2024 Net actuarial (gain) loss $ ( 5.5 ) $ ( 4.2 ) $ — $ — $ ( 5.5 ) $ ( 4.2 ) Prior service cost (credit) 1.1 1.0 — ( 0.1 ) 1.1 0.9 Accumulated other comprehensive (income) loss, before taxes ( 4.4 ) ( 3.2 ) — ( 0.1 ) ( 4.4 ) ( 3.3 ) Accumulated other comprehensive (income) loss, after taxes $ ( 3.4 ) $ ( 2.4 ) $ — $ ( 0.1 ) $ ( 3.4 ) $ ( 2.5 ) 90 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Net Annual Benefit Costs Assumptions The following table summarizes the weighted-average assumptions used for the components of net annual benefit cost: Pensions Other Benefits Years Ended December 31, In millions, except percentages 2025 2024 2023 2025 2024 2023 Discount rate - qualified benefit plans (1) 5.50 % 4.80 % 5.00 % — % — % — % Discount rate - non-qualified benefit plans (1) 5.45 % 4.80 % 5.00 % 5.35 % 4.70 % 4.90 % Expected return on plan assets 6.50 % 6.50 % 5.50 % N/A N/A N/A Components of net annual benefit cost: Service cost (2) $ 1.1 $ 1.2 $ 1.1 $ — $ — $ — Interest cost (3) 1.8 1.7 1.6 — — — Expected return on plan assets (3) ( 1.7 ) ( 1.7 ) ( 1.3 ) — — — Amortization of prior service cost (2) 0.1 0.2 0.2 — — — Amortization of net actuarial and other (gain) loss (3) ( 0.1 ) ( 0.1 ) — 0.1 — — Recognized (gain) loss due to curtailments (2)(4) — 0.2 — — — — Net annual benefit cost $ 1.2 $ 1.5 $ 1.6 $ 0.1 $ — $ — _______________ (1) The discount rate used to calculate pension and other post-retirement obligations was based on a review of available yields on high-quality corporate bonds. In selecting a discount rate, we placed particular emphasis on a discount rate yield-curve provided by our third-party actuary, which takes into consideration the projected cash flows that represent the expected timing and amount of our plans' benefit payments. (2) Amounts are recorded to "Cost of sales" on our consolidated statements of operations consistent with the employee compensation costs that participate in the plan. (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. Contributions 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. Fair Value Hierarchy Following is a description of the valuation methodologies used for the investment measure at fair value. See Note 5 for the definition of fair value and the descriptions of Level 1, 2, and 3 in the fair value hierarchy. • Cash and short-term funds — Cash and quoted short-term instruments are valued at the closing price or the amount held on deposit by the custodian bank. • Mutual Funds — Mutual funds are valued at the closing price reported on the major market on which the individual securities are traded. Substantially all mutual funds are classified within Level 1 of the valuation hierarchy. • Pooled Funds — These investment vehicles are valued using the Net Asset Value (NAV) provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. • Other — Other assets are represented by investments in a series limited partnership. These assets are not actively traded and are classified as Level 2. 91 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 The following table presents our fair value hierarchy for our major categories of pension plan assets by asset class. In millions December 31, 2025 Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Cash and short-term investments $ 0.1 $ 0.1 $ — $ — $ — Mutual funds 0.8 0.8 — — — Pooled funds 23.5 — — — 23.5 Other 4.9 — 4.9 — — Total assets $ 29.3 $ 0.9 $ 4.9 $ — $ 23.5 In millions December 31, 2024 Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Cash and short-term investments $ 0.1 $ 0.1 $ — $ — $ — Mutual funds 0.8 0.8 — — — Pooled funds 20.6 — — — 20.6 Other 4.5 — 4.5 — — Total assets $ 26.0 $ 0.9 $ 4.5 $ — $ 20.6 Estimated Future Benefit Payments The following table reflects the estimated future benefit payments for our pension and other postretirement benefit plans. These estimates take into consideration expected future service, as appropriate. In millions Pensions Other Benefits 2026 $ 1.4 $ 0.1 2027 1.6 0.1 2028 1.8 0.1 2029 1.9 0.1 2030 2.0 0.1 2030-2034 12.3 0.3 Sensitivity Analysis 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 $ 2.2 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. A one-half percent decrease in the assumed expected long-term rate of return on plan assets would have increased our qualified pension costs by $ 0.1 million for 2025. 92 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 15: Restructuring and Other (Income) Charges, net Detail on the restructuring charges and other (income) charges, net is provided below. Years Ended December 31, In millions 2025 2024 2023 Restructuring charges $ 12.8 $ 6.9 $ 35.2 Other (income) charges, net — 11.2 18.2 Total Restructuring and other (income) charges, net $ 12.8 $ 18.1 $ 53.4 Restructuring Charges In millions Severance and other employee-related costs Other charges (income) (1) Asset disposal charges (2) Total Performance Chemicals repositioning $ — $ 2.1 $ — $ 2.1 Other (3) 5.2 1.0 4.5 10.7 Year ended December 31, 2025 $ 5.2 $ 3.1 $ 4.5 $ 12.8 Performance Chemicals repositioning 2.0 2.6 — 4.6 Other (3) 0.3 0.4 1.6 2.3 Year ended December 31, 2024 $ 2.3 $ 3.0 $ 1.6 $ 6.9 Performance Chemicals repositioning 3.0 7.4 13.3 23.7 Other (3) 8.9 — 2.6 11.5 Year ended December 31, 2023 $ 11.9 $ 7.4 $ 15.9 $ 35.2 _______________ (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. 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; and • 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 93 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 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; and • $ 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 North Charleston plant transition Our North Charleston, South Carolina Performance Chemicals manufacturing plant has historically been co-located with a Smurfit WestRock Company ("WestRock") paper mill. In May 2023, WestRock announced that it would permanently cease operating its North Charleston paper mill by August 31, 2023 and notified us that it was terminating the shared services in accordance with our operating agreement. WestRock ceased production at their North Charleston paper mill in June 2023. During 2023, we executed a transition plan to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment. During the 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. 94 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Restructuring and Other (Income) Charges, net Reserves 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 In millions 12/31/2024 (1) Reserve (2) Payments Other (3) 12/31/2025 (1) Severance and other employee-related costs $ 4.2 5.1 ( 7.5 ) — $ 1.8 Other charges (income) 0.9 42.6 ( 38.6 ) — 4.9 Restructuring 5.1 47.7 ( 46.1 ) — 6.7 Other (income) charges, net — — — — — Restructuring and Other (income) charges, net reserves $ 5.1 47.7 ( 46.1 ) — $ 6.7 Balance at Change in Cash Balance at In millions 12/31/2023 (1) Reserve (2) Payments Other (3) 12/31/2024 (1) Severance and other employee-related costs $ 7.3 10.1 ( 13.0 ) ( 0.2 ) $ 4.2 Other charges (income) 0.9 40.1 ( 39.9 ) ( 0.2 ) 0.9 Restructuring 8.2 50.2 ( 52.9 ) ( 0.4 ) 5.1 Other (income) charges, net — 6.4 ( 6.4 ) — — Restructuring and Other (income) charges, net reserves $ 8.2 56.6 ( 59.3 ) ( 0.4 ) $ 5.1 _______________ (1) Included in "Accrued expenses" on the consolidated balance sheets. (2) Includes severance and other employee-related costs, exited leases, CTO supply contract terminations and other miscellaneous exit costs. Any asset write-downs including accelerated depreciation and impairment charges are not included in the above table. (3) Primarily foreign currency translation adjustments. 95 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 16: Income Taxes Domestic and foreign components of Income (loss) on continuing operations before income taxes are shown below: Years Ended December 31, In millions 2025 2024 2023 Domestic $ 9.3 $ ( 92.3 ) $ 82.8 Foreign ( 151.4 ) ( 48.2 ) 47.2 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, In millions 2025 2024 2023 Current Federal $ 2.2 $ 28.3 $ 25.4 State and local 0.7 4.5 2.7 Foreign 10.2 14.3 11.7 Total current $ 13.1 $ 47.1 $ 39.8 Deferred Federal $ ( 0.4 ) $ ( 53.8 ) $ ( 10.0 ) State and local ( 0.1 ) ( 8.7 ) ( 5.1 ) Foreign ( 4.4 ) ( 3.7 ) ( 0.5 ) Total deferred $ ( 4.9 ) $ ( 66.2 ) $ ( 15.6 ) 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. 96 Index Ingevity Corporation Notes to the Consolidated Financial Statements 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 continuing operations in accordance with ASU 2023-09: Years Ended December 31, 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 % Domestic Federal Tax Credits 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 ) 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 ) 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 China 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 ) Other 0.1 ( 0.1 ) 0.2 ( 0.1 ) — — Belgium 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) The states comprising the majority of the state and local income taxes, net of federal effect per year are as follows: 97 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Years Ended December 31, State 2025 Texas 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: December 31, In millions 2025 2024 Deferred tax assets: Employee benefits $ 16.9 $ 15.4 Intangibles (including goodwill) 49.3 30.5 Net operating losses 37.1 18.6 Inventory — 11.2 Leases 12.7 15.8 Litigation verdict accrual 22.3 21.4 Research and experimental expenses — 29.9 Interest limitation 25.5 24.5 Other 24.3 21.8 Total deferred tax assets $ 188.1 $ 189.1 Valuation allowance ( 11.8 ) ( 11.0 ) Total deferred tax assets, net of valuation allowance $ 176.3 $ 178.1 Deferred tax liabilities: Fixed assets $ 93.3 $ 96.9 Inventory 3.5 — Leases 11.3 14.6 Other 6.3 4.9 Total deferred tax liabilities $ 114.4 $ 116.4 Net deferred tax asset (liability) (1) $ 61.9 $ 61.7 _______________ (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 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 98 Index Ingevity Corporation Notes to the Consolidated Financial Statements 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 $ — Foreign China $ 6.1 United Kingdom 3.7 Brazil 0.9 Other 0.2 Subtotal 10.9 Total (1) $ 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. 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 at December 31, 2025 totaled $ 18.8 million, of which $ 0.9 million are considered to be indefinitely reinvested. 99 Index 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: Years ended December 31, In millions 2025 2024 2023 Balance at beginning of year $ 2.1 $ 1.2 $ 0.8 Additions for tax positions related to prior years 0.2 1.2 0.4 Reduction for lapse of statute of limitation ( 0.5 ) ( 0.3 ) — Balance at end of year (1) $ 1.8 $ 2.1 $ 1.2 _______________ (1) Included in "Other liabilities" on the consolidated balance sheets. As of December 31, 2025, 2024, and 2023, $ 2.2 million, $ 2.4 million, and $ 1.4 million, respectively, of unrecognized tax benefit, including penalties and interest, would, if recognized, impact our effective tax rate. We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. Pillar Two, released by the Organisation for Economic Cooperation and Development ("OECD"), went into effect on January 1, 2024. Pillar Two's intent is to create a 15% global minimum tax for all jurisdictions in which multinational enterprises operate. 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. No tax impacts of Pillar Two were recorded for the year ended December 31, 2025. 100 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 17: Commitments and Contingencies Legal Proceedings On July 19, 2018, we filed suit against BASF Corporation ("BASF") in the United States District Court for the District of Delaware (the "Delaware Proceeding") alleging BASF infringed Ingevity's patent covering canister systems used in the control of automotive gasoline vapor emissions (U.S. Patent No. RE38,844) (the "844 Patent"). On February 14, 2019, BASF asserted counterclaims against us in the Delaware Proceeding, alleging two claims for violations of U.S. antitrust law (one for exclusive dealing and the other for tying) as well as a claim for tortious interference with an alleged prospective business relationship between BASF and a BASF customer (the "BASF Counterclaims"). The BASF Counterclaims relate to our enforcement of the 844 Patent and our entry into several supply agreements with customers of its fuel vapor canister honeycombs. The U.S. District Court dismissed our patent infringement claims on November 18, 2020, and the case proceeded to trial on the BASF Counterclaims in September 2021. On September 15, 2021, a jury in the Delaware Proceeding issued a verdict in favor of BASF on the BASF Counterclaims and awarded BASF damages of approximately $ 28.3 million, which will be trebled under U.S. antitrust law to approximately $ 85.0 million. On May 18, 2023, the court in the Delaware Proceeding entered judgment on the jury's verdict, which commenced the post-trial briefing stage. On February 13, 2024, the court in the Delaware Proceeding denied BASF's motion for pre-judgment interest on its tortious interference claim as well as our motion seeking judgment as a matter of law, or a new trial in the alternative. In addition, BASF has indicated it will seek attorneys' fees and costs in amounts that they will allege and have to demonstrate at a future date. Unless the judgment is set aside, BASF will be entitled to post-judgment interest pursuant to the rate provided under federal law. 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. 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. 101 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 18: Segment Information 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 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 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. 102 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Years Ended December 31, In millions 2025 2024 2023 Segment EBITDA (1)(2) Performance Materials $ 326.3 $ 333.2 $ 303.1 Performance Chemicals 60.3 53.7 71.1 Advanced Polymer Technologies 32.1 39.0 49.0 Total Segment EBITDA (1)(2) $ 418.7 $ 425.9 $ 423.2 Interest expense ( 78.3 ) ( 97.8 ) ( 93.3 ) Interest income 5.2 7.7 6.3 (Provision) benefit for income taxes on continuing operations ( 8.2 ) 19.1 ( 24.2 ) Depreciation and amortization ( 105.2 ) ( 99.6 ) ( 97.4 ) Restructuring and other income (charges), net (3) ( 12.8 ) ( 18.1 ) ( 53.4 ) Goodwill impairment charge (4) ( 183.8 ) ( 306.6 ) — Acquisition and other-related income (costs), net (5) — ( 0.3 ) ( 4.5 ) Gain (loss) on sale of strategic investment (6) ( 19.6 ) ( 2.1 ) 19.3 Long lived asset impairment charge (7) ( 109.3 ) — — Proxy contest charges (8) ( 8.2 ) — — Portfolio realignment costs (9) ( 3.1 ) — — Pension, postretirement settlement and curtailment income (charges), net (10) — ( 0.2 ) — Indirect costs allocated to Divestiture (11) ( 14.5 ) ( 22.1 ) ( 37.9 ) Corporate and other (12) ( 31.2 ) ( 27.3 ) ( 32.3 ) Net income (loss) from continuing operations $ ( 150.3 ) $ ( 121.4 ) $ 105.8 _______________ (1) Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, 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. 103 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 (2) Segment expenses included within the primary measure used by our CODM are included within the below table. Years Ended December 31, 2025 2024 2023 In millions, except per share data PM PC APT PM PC APT PM PC APT Net sales (1) $ 606.9 $ 400.5 $ 160.2 $ 609.6 $ 401.9 $ 188.6 $ 586.0 $ 425.5 $ 204.0 Less: Cost of sales (2) 235.7 289.7 108.1 233.9 300.2 129.9 254.2 309.5 135.2 Selling, general, and administrative expenses (2) (3) (5) 48.7 51.3 21.0 42.7 44.2 18.5 29.6 44.8 17.6 Other income (expense), net (2) (4) 3.8 0.8 1.0 0.2 ( 3.8 ) ( 1.2 ) 0.9 ( 0.1 ) ( 2.2 ) Segment EBITDA $ 326.3 $ 60.3 $ 32.1 $ 333.2 $ 53.7 $ 39.0 $ 303.1 $ 71.1 $ 49.0 _______________ (1) Relates to external customers only. Refer to Note 4 for a reconciliation to consolidated Net sales. (2) Excludes Depreciation and amortization. (3) Includes Research and technical expenses. (4) We have excluded the following items from Other (income) expense, net: 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. The table below provides an allocation of Restructuring and other income (charges), 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. Years Ended December 31, In millions 2025 2024 2023 Performance Materials $ 0.1 $ 0.9 $ 9.0 Performance Chemicals 1.5 10.2 9.9 Advanced Polymer Technologies (1) 9.2 0.2 16.7 Indirect costs allocated to Divestiture (2) 2.0 6.8 17.8 Restructuring and other (income) charges, net (3) $ 12.8 $ 18.1 $ 53.4 _________________ (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, 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) 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. 104 Index Ingevity Corporation Notes to the Consolidated Financial Statements 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) — — 0.9 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. We believe that the inclusion of such gains or losses, would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results. Refer to Note 5, under the section: Strategic Investments, for more information. Years Ended December 31, In millions 2025 2024 2023 Performance Materials $ 17.1 $ ( 0.1 ) $ ( 19.3 ) Performance Chemicals — — — Advanced Polymer Technologies 2.5 2.2 — (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. These are excluded from our segment results because we consider these costs to be outside our operational performance. We continue to include the service cost, amortization of prior service cost, interest costs, expected return on plan assets, and amortized actual gains and losses in our segment EBITDA. Years Ended December 31, In millions 2025 2024 2023 Performance Materials $ — $ — $ — Performance Chemicals — 0.2 — Advanced Polymer Technologies — — — 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) 7.1 9.8 20.7 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. 105 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Depreciation and amortization Years Ended December 31, In millions 2025 2024 2023 Performance Materials $ 43.5 $ 38.7 $ 38.3 Performance Chemicals 23.9 24.3 22.1 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, In millions 2025 2024 2023 Performance Materials $ 32.4 $ 38.5 $ 36.4 Performance Chemicals 14.3 16.5 29.2 Advanced Polymer Technologies 10.7 16.2 23.8 Total capital expenditures $ 57.4 $ 71.2 $ 89.4 Property, plant, and equipment, net December 31, In millions 2025 2024 North America (1) $ 430.1 $ 466.3 Asia Pacific (1) 62.0 63.3 Europe, Middle East, and Africa (1) 115.8 113.2 South America 0.2 0.1 Property, plant, and equipment, net $ 608.1 $ 642.9 _______________ (1) The countries with Property, plant, and equipment, net in excess of 10 percent of consolidated Property, plant, and equipment, net at December 31, 2025 and 2024 are the U.S., which totaled $ 430.1 million and $ 466.3 million, the U.K., which totaled $ 115.1 million and $ 112.5 million, and China, which totaled $ 61.7 million and $ 63.2 million, respectively. Total assets December 31, In millions 2025 2024 Performance Materials $ 822.7 $ 824.3 Performance Chemicals (1) 357.7 498.9 Advanced Polymer Technologies (2) 380.9 568.2 Total segment assets (3) $ 1,561.3 $ 1,891.4 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 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." 106 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 19: Earnings (Loss) per Share Years Ended December 31, 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 ) Shares Weighted average number of shares of common stock outstanding - Basic 36,222 36,323 36,496 Weighted average additional shares assuming conversion of potential common shares (2) — — 210 Shares - diluted basis 36,222 36,323 36,706 _______________ (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, 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: Years Ended December 31, In thousands 2025 2024 2023 Average number of potential common shares - antidilutive 654 444 361 107 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 20: 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 ) 108 Index 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 Assets Accounts receivable, net $ 6.5 $ 9.3 Inventories, net (1) 9.4 31.0 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 Liabilities 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 ) 109 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Note 21: Supplemental Information The following tables include details of prepaid and other current assets, other assets, accrued expenses and other liabilities as presented on the consolidated balance sheets, as well as other (income) expense, net on the consolidated statement of operations: Prepaid and other current assets: December 31, In millions 2025 2024 Income and value added tax receivables $ 20.9 $ 22.1 Prepaid freight and supply agreements 1.5 2.1 Prepaid insurance 1.4 1.2 Non-trade receivables 2.8 2.4 Advances to suppliers 0.8 2.3 Prepaid software as a service 5.0 2.2 Contract asset (Note 4) 6.9 6.5 Restricted cash 0.5 0.4 Planned major maintenance activities 2.4 2.3 Currency exchange and natural gas contracts (Note 9) 0.5 0.6 Assets held for sale — 3.7 Other 4.3 5.3 $ 47.0 $ 51.1 Other assets: December 31, In millions 2025 2024 Deferred financing charges $ 1.7 $ 2.8 Capitalized software, net 35.1 40.9 Land-use rights 4.3 4.2 Deferred software as a service 2.2 2.2 Deferred compensation plan assets (Note 5) 22.1 20.2 Interest rate swap contracts (Note 9) — 0.6 Other 9.5 8.3 $ 74.9 $ 79.2 110 Index Ingevity Corporation Notes to the Consolidated Financial Statements December 31, 2025 Accrued expenses: December 31, In millions 2025 2024 Accrued interest $ 8.0 $ 9.8 Accrued taxes 5.9 4.9 Accrued freight 0.8 1.2 Accrued rebates 13.2 13.7 Restructuring reserves (Note 15) 6.7 5.1 Accrued royalties and commissions 1.3 1.2 Currency exchange and natural gas contracts (Note 9) 1.0 0.2 Accrued energy 2.0 1.8 CTO resales (Note 2) — — Asset retirement obligations (Note 2) 3.9 8.9 Litigation verdict accrual (Note 17) 95.4 — Other 9.8 11.3 $ 148.0 $ 58.1 Other liabilities: December 31, In millions 2025 2024 Deferred compensation arrangements (Note 5) $ 15.9 $ 15.9 Pension & OPEB liabilities (Note 14) 6.7 8.2 Unrecognized tax benefits (Note 16) 2.2 2.4 Litigation verdict accrual (Note 17) — 91.4 Asset retirement obligations (Note 2) 7.4 7.4 Other 8.3 5.3 $ 40.5 $ 130.6 Other (income) expense, net: Years Ended December 31, In millions 2025 2024 2023 (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 — Portfolio realignment costs 3.1 — — Proxy Contest Charge 8.2 — — Other (income)/expense, net ( 5.3 ) ( 3.2 ) ( 0.6 ) $ 25.0 $ 7.9 $ ( 16.2 ) 111 INGEVITY CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR YEARS ENDED DECEMBER 31, 2025, 2024, and 2023 Provision/ (Benefit) In millions Balance, Beginning of Year Charged to Costs and Expenses Charged to Other Comprehensive Income Charged to Retained Earnings Write-offs (1) Balance, End of Year December 31, 2025 Accounts receivable credit loss allowance (2) $ 0.6 1.0 — — ( 0.1 ) $ 1.5 Held-to-maturity debt securities credit loss allowance (3) $ 0.2 — — — — $ 0.2 Deferred tax valuation allowance $ 11.0 0.1 0.7 — — $ 11.8 December 31, 2024 Accounts receivable credit loss allowance (2) $ 1.1 ( 0.2 ) — — ( 0.3 ) $ 0.6 Held-to-maturity debt securities credit loss allowance (3) $ 0.2 — — — — $ 0.2 Deferred tax valuation allowance $ 11.1 1.4 ( 1.5 ) — — $ 11.0 December 31, 2023 Accounts receivable credit loss allowance (2) $ 0.5 0.6 — — — $ 1.1 Held-to-maturity debt securities credit loss allowance (3) $ 0.6 ( 0.4 ) — — — $ 0.2 Deferred tax valuation allowance $ 9.2 1.3 0.6 — — $ 11.1 _______________ (1) Write-offs are net of recoveries. (2) Allowance for credit losses on accounts receivable is included within Accounts receivable, net on the consolidated balance sheets. (3) Allowance for credit losses on held-to-maturity debt securities is included within Restricted investment on the consolidated balance sheets. 112 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.