What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 247 added, 405 removed, 639 unchanged (51% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

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

Three Months Ended March 31,

In millions, except per share data 2026 2025

5 unchanged sentences

Restructuring and other (income) charges, net 0.5 1.9

Goodwill impairment charge — — 183.8 306.6

Acquisition-related costs — ( 0.1 ) — —

Other (income) expense, net 22.4 4.1

15 unchanged sentences

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

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

Three Months Ended March 31,

In millions 2026 2025

4 unchanged sentences

Total foreign currency adjustments, net of tax provision (benefit) of zero for all periods

( 5.8 ) 34.8 40.9 23.1

Derivative instruments:

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

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

Reclassifications of deferred derivative instruments (gain) loss, included in net income (loss), net of tax (provision) benefit of $( 0.1 ), $ 0.1 , zero and $ 0.5

( 0.1 ) 0.7 0.1 1.8

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

( 0.8 ) ( 0.9 ) ( 1.9 ) —

Pension & other postretirement benefits:

Reclassifications of net actuarial and other (gain) loss and amortization of prior service cost, included in net income, net of tax of zero for all periods

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

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

( 6.6 ) 34.0 39.0 23.2

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

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

Total derivative instruments, net of tax provision (benefit) of $ 0.2 and $ 0.1

Other comprehensive income (loss), net of tax provision (benefit) of $ 0.2 and $ 0.1

Comprehensive income (loss) $ 57.7 $ 37.9

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

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

In millions, except share and par value data March 31, 2026 December 31, 2025

Cash and cash equivalents $ 95.4 $ 78.1

1 unchanged sentence

Inventories, net 203.6 186.0

Restricted investment , net of allowance of $ 0.2 - 2026

Prepaid and other current assets 46.5 47.0

6 unchanged sentences

Deferred income taxes 100.7 117.0

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

Restricted investment , net of allowance of $ 0.2 - 2025

Strategic investments 82.9 83.1

33 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2026 (1)

5 unchanged sentences

Deferred income taxes 15.5 ( 0.9 )

Disposal/impairment of assets 1.8 1.0

Restructuring and other (income) charges, net 8.3 12.3

CTO resales — 50.8

LIFO charge (liquidation) 0.6 ( 0.1 )

Share-based compensation 4.8 4.1

(Gain) loss on strategic investment 2.5 11.4

Goodwill impairment charge 183.8 349.1

CTO supply contract termination charges — 100.0

Impairment of license agreement 2.8 —

(Gain) loss on sale of business ( 55.6 ) —

Litigation charges 16.2 —

Other non-cash items 2.6 0.1

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

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

Accounts receivable, net ( 24.2 ) ( 21.3 )

8 unchanged sentences

CTO resales cash inflow (outflow), net — 6.2

CTO supply contract termination cash outflow — ( 50.0 )

Changes in other operating assets and liabilities, net 1.2 1.5

2 unchanged sentences

Capital expenditures $ ( 10.3 ) $ ( 10.0 )

Purchase of strategic investments ( 21.0 ) —

Proceeds from sale of business 93.1 —

Restricted investment 24.7 —

Proceeds from disposition of assets — 3.6

Other investing activities, net ( 1.2 ) ( 5.1 )

3 unchanged sentences

Payments on revolving credit facility and other borrowings ( 718.0 ) ( 100.3 )

Debt issuance costs ( 4.0 ) —

Finance lease obligations, net ( 0.3 ) ( 0.4 )

11 unchanged sentences

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

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

(2) Includes restricted cash of $ 59.9 million and $ 19.4 million and cash and cash equivalents of $ 95.4 million and $ 71.5 million at March 31, 2026 and 2025, respectively.

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

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Description of Business

1 unchanged sentence

Through a diverse team of talented and experienced people, we develop, manufacture, and bring to market solutions that are largely renewably sourced and help customers solve complex problems while making the world more sustainable.

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

Our products are used in a variety of demanding applications, including automotive gasoline vapor emissions control systems, food, water and chemical filtration, asphalt paving, agrochemical dispersants, bioplastics, coatings, elastomers, and paint for road markings.

We operate in three reportable segments:

1 unchanged sentence

Industrial Specialties Divestiture

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

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

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

The Divestiture is expected to close by early 2026.

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

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

We determined that, upon execution of the Purchase Agreement, the industrial specialties product line and CTO Refinery included within the Divestiture met the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results.

As such, the results of operations of the Divestiture have been reclassified and presented as discontinued operations for all periods presented.

The Divestiture was completed on January 1, 2026.

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

See Note 16 for more information.

7 unchanged sentences

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

New Accounting Guidance

2 unchanged sentences

We consider the applicability and impact of all ASUs.

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

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

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

The guidance is effective beginning with our 2025 fiscal year Form 10-K.

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

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

4 unchanged sentences

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

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

Three Months Ended March 31,

In millions 2026 2025

Performance Materials segment $ 155.4 $ 146.8

Pavement Technologies product line 49.7 49.4

Road Markings product line 8.6 9.5

Performance Chemicals segment $ 58.3 $ 58.9

139.9 133.9 333.1 338.7

Advanced Polymer Technologies segment 44.3 42.2

Net sales $ 258.0 $ 247.9

_______________

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

Refer to Note 16 for more information.

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

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

Three Months Ended March 31,

In millions 2026 2025

2 unchanged sentences

Asia Pacific (1)

73.3 82.2 216.6 233.7

Europe, Middle East, and Africa 44.1 41.2

2 unchanged sentences

_______________

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the three months ended March 31, 2026 and March 31, 2025, are the U.S., which totaled $ 112.8 million and $ 112.0 million, respectively, and China, which totaled $ 33.1 million and $ 34.7 million, respectively.

Contract Balances

The contract assets primarily relate to our rights to consideration for products produced but not billed at the reporting date.

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.

The contract assets are recognized as accounts receivable 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

The following table provides information about contract assets from contracts with certain customers.

Contract Asset

September 30,

In millions 2026 2025

5 unchanged sentences

(1) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Fair Value Measurements

3 unchanged sentences

In millions Level 1 (1)

September 30, 2025

March 31, 2026

Deferred compensation plan investments (4)

18 unchanged sentences

Both the asset and liability related to investment securities are recorded at fair value and are included within "Other assets" and "Other liabilities" on the condensed consolidated balance sheets, respectively.

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

In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $ 17.9 million and $ 18.2 million at March 31, 2026 and December 31, 2025, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Nonrecurring Fair Value Measurements

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

There were no nonrecurring fair value measurements on the condensed consolidated balance sheets during the period ended March 31, 2026.

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.

For additional information refer to the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.

Strategic Investments

Equity Method Investments

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

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

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

The aggregate carrying value of all strategic equity method investments totaled $ 2.9 million and $ 3.1 million at March 31, 2026 and December 31, 2025, 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 year ended December 31, 2025.

There were no adjustments to the carrying value of equity method investments for impairment for the period ended March 31, 2026.

As of March 31, 2026, we had approximately $ 3.5 million of unfunded commitments associated with a venture capital fund investment accounted for under the equity method of accounting.

Measurement Alternative Investments

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

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

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

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

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

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 80.0 million and $ 80.0 million at March 31, 2026 and December 31, 2025, respectively.

For the year ended December 31, 2025, 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, recorded in "Other (income) expense, net" on the consolidated statement of operations.

There were no adjustments to the carrying value of the measurement alternative method investments for impairment or observable price changes for the period ended March 31, 2026.

Restricted Investment

Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site at maturity.

Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with the Performance Materials' Wickliffe, Kentucky manufacturing plant at maturity.

The trust, presented as Restricted investment on our condensed consolidated balance sheets, originally purchased long-term bonds that mature through 2026.

5 unchanged sentences

As interest from the bonds is received and as bonds mature, any proceeds not reinvested are held in highly liquid securities and treated as restricted cash.

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

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

At March 31, 2026 and December 31, 2025, the carrying value of our restricted investment was $ 85.1 million and $ 84.4 million, net of an allowance for credit losses of $ 0.2 million and $ 0.2 million, and included restricted cash of $ 59.4 million and $ 34.0 million, respectively.

The fair value at March 31, 2026 and December 31, 2025 was $ 84.7 million and $ 84.0 million, respectively, based on Level 1 inputs.

As a result of the obligation being due in January 2027, we have reclassified the full amount of the restricted investment to "Current assets" on the condensed consolidated balance sheet at March 31, 2026.

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

1 unchanged sentence

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

HTM Debt Securities

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

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

March 31, 2026 $ 2.8 — 13.1 — 10.0 $ 25.9

December 31, 2025 $ 13.2 10.5 13.1 3.8 10.0 $ 50.6

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Debt and Finance Lease Obligations

In millions September 30, 2025 December 31, 2024

In millions March 31, 2026 December 31, 2025

Variable interest rate debt (1)

5 unchanged sentences

(1) For both periods presented, the carrying value of our variable interest rate debt, including the impact of a $ 200.0 million floating-to-fixed interest rate swap, and excluding debt issuance fees is considered a reasonable estimate of the fair value.

(2) The carrying value of our fixed interest rate debt, for both periods presented, included the impact of a $ 200.0 million floating-to-fixed interest rate swap.

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

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

(2) For both periods presented, the carrying value of our fixed interest rate debt included the impact of a $ 200.0 million floating-to-fixed interest rate swap.

As of March 31, 2026 and December 31, 2025, the fair value of our fixed rate debt was $ 728.6 million and $ 735.7 million, respectively, based on Level 2 inputs.

(3) At March 31, 2026 and December 31, 2025, the fair value of our $ 80.0 million finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site was $ 81.2 million and $ 81.4 million, respectively, based on Level 2 inputs.

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

Inventories, net

In millions September 30, 2025 December 31, 2024

In millions March 31, 2026 December 31, 2025

Raw materials $ 41.3 $ 45.7

5 unchanged sentences

Property, Plant, and Equipment, net

In millions September 30, 2025 December 31, 2024

In millions March 31, 2026 December 31, 2025

Machinery and equipment $ 1,315.5 $ 1,307.3

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Goodwill and Other Intangible Assets, net

3 unchanged sentences

$ 4.3 $ — $ — $ 4.3

Foreign currency translation — — 12.9 12.9

Goodwill impairment charge — — ( 183.8 ) ( 183.8 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 4.3 $ — $ — $ 4.3

_______________

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

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 rate, earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin, and discount rate, which are judgmental.

Variations in any assumptions could result in materially different calculations of fair value.

Based on the results of the quantitative analysis, we concluded that the carrying value of the APT reporting unit exceeded its fair value.

As a result, we recorded a non-cash goodwill impairment charge of $ 183.8 million, representing all of the goodwill associated with the APT reporting unit.

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

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

Goodwill Impairment Charge - Performance Chemicals

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

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

Our analysis included significant assumptions such as:

revenue growth rate, EBITDA margin, and discount rate, which are judgmental.

Variations in any assumptions could result in materially different calculations of fair value.

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(1) Includes accumulated impairment losses of $ 306.6 million and $ 183.8 million related to the Performance Chemicals and Advanced Polymer Technologies reportable segments, respectively.

There were no events or circumstances indicating that goodwill might be impaired as of March 31, 2026.

Other Intangible Assets

3 unchanged sentences

December 31, 2025 (2)

Retirements — — ( 1.8 ) ( 1.8 )

$ 193.9 $ 82.2 $ 69.8 $ 345.9

Foreign currency translation ( 3.1 ) ( 1.2 ) ( 1.2 ) ( 5.5 )

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

March 31, 2026 $ 190.8 $ 81.0 $ 68.6 $ 340.4

Accumulated Amortization

December 31, 2025 (2)

$ ( 88.5 ) $ ( 37.7 ) $ ( 43.6 ) $ ( 169.8 )

Amortization ( 2.5 ) ( 1.1 ) ( 1.3 ) ( 4.9 )

Retirements — — 0.9 0.9

Foreign currency translation 1.2 0.4 0.7 2.3

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

March 31, 2026 $ ( 89.8 ) $ ( 38.4 ) $ ( 44.2 ) $ ( 172.4 )

Other intangibles, net $ 101.0 $ 42.6 $ 24.4 $ 168.0

1 unchanged sentence

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

(2) Includes accumulated impairment loss of $ 84.1 million related to the Long lived asset impairment charge.

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

In millions September 30, 2025 December 31, 2024

In millions March 31, 2026 December 31, 2025

Performance Materials $ — $ —

3 unchanged sentences

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

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

Three Months Ended March 31,

In millions 2026 2025

4 unchanged sentences

The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Financial Instruments and Risk Management

1 unchanged sentence

Foreign Currency Exchange Risk Management

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

As of March 31, 2026, there were $ 2.5 million open foreign currency derivative contracts.

The fair value of the designated foreign currency hedge contracts was a net asset (liability) of zero and zero at March 31, 2026 and December 31, 2025, respectively.

Commodity Price Risk Management

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

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

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

As of March 31, 2026, we had 0.9 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges.

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

The fair value of the open natural gas derivative contracts was a net asset (liability) of $( 0.5 ) million and $( 0.5 ) million as of March 31, 2026 and December 31, 2025, respectively.

Interest Rate Risk Management

1 unchanged sentence

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

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

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

dollar SOFR, which was 3.66 percent as of March 31, 2026, and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026.

The fair value of the interest rate swap was an asset (liability) of $( 0.1 ) million and $( 0.4 ) million at March 31, 2026 and December 31, 2025, respectively.

Effect of Cash Flow Hedge Accounting on AOCI

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

Three Months Ended September 30,

2025 2024 2025 2024

Cash flow hedging derivatives

Currency exchange contracts $ 0.1 $ — $ ( 0.1 ) $ — Net sales

Natural gas contracts ( 0.8 ) ( 0.3 ) 0.3 ( 0.8 ) Cost of sales

Interest rate swap contracts ( 0.2 ) ( 1.7 ) — — Interest expense, net

Total $ ( 0.9 ) $ ( 2.0 ) $ 0.2 $ ( 0.8 )

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

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 2026 2025

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Fair Value Measurements

1 unchanged sentence

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

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

September 30, 2025

There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of March 31, 2026, or December 31, 2025.

March 31, 2026

In millions Level 1 (1)

9 unchanged sentences

In millions Level 1 (1)

Natural gas contracts (4)

$ — $ 0.4 $ — $ 0.4

Currency exchange contracts (4)

Interest rate swap contracts (5)

$ — $ 0.5 $ — $ 0.5

Total assets $ — $ 0.5 $ — $ 0.5

2 unchanged sentences

Currency exchange contracts (5)

Interest rate swap contracts (6)

Total liabilities $ — $ 1.4 $ — $ 1.4

4 unchanged sentences

(4) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets.

(5) Included within "Other assets" on the condensed consolidated balance sheets.

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

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Debt, including Finance Lease Obligations

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

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

In millions, except percentages March 31, 2026 December 31, 2025

Revolving Credit Facility and other lines of credit (1)(2)

10 unchanged sentences

_______________

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

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

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

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

(1) Letters of credit outstanding under the revolving credit facility were $ 9.0 million and $ 9.0 million and available funds under the facility were $ 223.0 million and $ 474.0 million at March 31, 2026 and December 31, 2025, respectively.

(2) The weighted interest rate associated with our revolving credit facility, exclusive of any floating-to-fixed interest rate instrument, was 4.98 percent and 6.40 percent for the period ended March 31, 2026 and December 31, 2025, respectively.

(3) As of March 31, 2026 and December 31, 2025, $ 80.0 million of the finance lease obligations upon maturity will be settled utilizing liquid assets that have been placed into a trust established strictly for this purpose.

The trust is presented as Restricted investment on the condensed consolidated balance sheets in the amount of $ 85.1 million and $ 84.4 million as of March 31, 2026 and December 31, 2025, respectively.

Refer to Note 4, under the section:

Restricted Investment , for more information.

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

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

(4) The weighted interest rate associated with our accounts receivable securitization program was 5.20 percent and 5.51 percent for the period ended March 31, 2026 and December 31, 2025, respectively.

(5) Debt maturing within one year, inclusive of the finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site, is included in "Notes payable and current maturities of long-term debt" on the condensed consolidated balance sheets.

Refer to Note 4, under the section:

Restricted Investment , for more information.

Revolving Credit Facility

On March 26, 2026, we entered into a Second Amendment and Restatement Agreement (the "Amendment"), which amends and restates our existing credit agreement, dated as of June 23, 2022.

Among other things, the Amendment decreased the aggregate amount of the commitments thereunder from $ 1 billion to $ 750 million, and extended the maturity date of our revolving credit facility by five years to March 31, 2031, however, if more than $ 250 million principal amount of the Company’s senior unsecured notes due 2028 remain outstanding on the date that is 91 days prior to their stated maturity, the maturity of the revolving credit facility will automatically accelerate to such earlier date.

Borrowings under the revolving credit facility bear interest at a rate per annum equal to, at our option, either (a) the applicable term benchmark rate, subject to a 0.00 % floor, or (b) a base rate, in each case, plus an applicable margin of 1.00 % to 1.75 % for term benchmark loans and 0.00 % to 0.75 % for base rate loans.

The Amendment contains certain customary affirmative and negative covenants, representations and warranties and events of default (subject in certain cases to customary grace and cure periods).

Fees of $ 4.0 million were incurred to secure the Amendment.

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Debt Covenants

1 unchanged sentence

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 September 30, 2025.

We were in compliance with all covenants under the indenture as of March 31, 2026.

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

2 unchanged sentences

The revolving credit facility financial covenants require Ingevity to maintain on a consolidated basis a maximum total net leverage ratio of 4.0 to 1.0 (which may be increased to 4.5 to 1.0 under certain circumstances) and a minimum interest coverage ratio of 3.0 to 1.0.

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

As calculated per the credit agreement, our net leverage for the four consecutive quarters ended March 31, 2026 was 2.5 , and our actual interest coverage for the four consecutive quarters ended March 31, 2026 was 6.2 .

We were in compliance with all covenants under the credit agreement at March 31, 2026.

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

5 unchanged sentences

Common stock issued 171 — — — — — —

Tax payments related to vested restricted stock units — — — — — ( 2.6 ) ( 2.6 )

Share-based compensation plans — — 4.1 — — — 4.1

Balance at March 31, 2025 43,785 $ 0.4 $ 180.9 $ 592.5 $ ( 24.0 ) $ ( 515.2 ) $ 234.6

Net income (loss) — — — ( 146.5 ) — — ( 146.5 )

Other comprehensive income (loss) — — — — 28.2 — 28.2

Common stock issued 15 — — — — — —

Share-based compensation plans — — 4.4 — — — 4.4

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

Net income (loss) — — — 43.5 — — 43.5

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

Common stock issued 9 — — — — — —

Exercise of stock options, net 59 — 3.3 — — — 3.3

2 unchanged sentences

Share-based compensation plans — — 4.4 — — 0.4 4.8

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Balance at March 31, 2026 44,122 $ 0.4 $ 203.4 $ 464.7 $ ( 1.6 ) $ ( 628.0 ) $ 38.9

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

8 unchanged sentences

Balance at March 31, 2025 43,785 $ 0.4 $ 180.9 $ 592.5 $ ( 24.0 ) $ ( 515.2 ) $ 234.6

Net income (loss) — — — ( 283.7 ) — — ( 283.7 )

Other comprehensive income (loss) — — — — ( 1.9 ) — ( 1.9 )

Common stock issued 20 — — — — — —

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

Share-based compensation plans — — 2.4 — — — 2.4

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

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

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

Common stock issued 17 — — — — — —

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

Accumulated other comprehensive income (loss)

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

Three Months Ended March 31,

In millions 2026 2025

1 unchanged sentence

Beginning balance $ ( 1.9 ) $ ( 44.4 )

Gains (losses) on foreign currency translation ( 2.7 ) 17.2

tax provision (benefit) — —

Net gains (losses) on foreign currency translation ( 2.7 ) 17.2

13 unchanged sentences

Beginning balance $ 3.4 $ 2.5

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

tax (provision) benefit — — — —

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

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

Ending balance $ 3.4 $ 2.5

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Total AOCI ending balance at March 31 $ ( 1.6 ) $ ( 24.0 )

Reclassifications of accumulated other comprehensive income (loss)

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

Three Months Ended March 31,

In millions 2026 2025

Derivative instruments

Currency exchange contracts (1)

$ ( 0.1 ) $ — $ ( 0.3 ) $ —

Natural gas contracts (1)

3 unchanged sentences

Amount included in net income (loss) $ ( 0.2 ) $ ( 0.1 )

Pension and other post retirement benefits

Amortization of prior service costs (2)

_______________

Total before tax — ( 0.1 ) — ( 0.1 )

(Provision) benefit for income taxes — — — —

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

_______________

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

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

1 unchanged sentence

On July 25, 2022, our Board of Directors authorized the repurchase of up to $ 500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization.

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

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

During the three months ended March 31, 2026, we repurchased $ 52.3 million, inclusive of $ 0.4 million in excise tax, in common stock, representing 774,189 shares of our common stock at a weighted average cost per share of $ 67.10 .

At March 31, 2026, $ 245.6 million remained unused under the 2022 Authorization.

During the three months ended March 31, 2025, we repurchased no common stock.

Restructuring and Other (Income) Charges, net

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

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

Three Months Ended March 31,

In millions 2026 2025

2 unchanged sentences

Total Restructuring and other (income) charges, net $ 0.5 $ 1.9

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Restructuring Charges

3 unchanged sentences

$ — $ 0.4 $ 0.4 $ 0.8

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

Performance Chemicals repositioning $ 1.3 $ 0.7 $ — $ 2.0

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

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

Asset disposal charges Total

Performance Chemicals repositioning $ — $ 2.1 $ — $ 2.1

2.6 1.0 4.4 8.0

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

Other ( 0.3 ) — — ( 0.3 )

Three Months Ended March 31, 2026 $ ( 0.3 ) $ 0.4 $ 0.4 $ 0.5

Performance Chemicals repositioning $ — $ 0.7 $ — $ 0.7

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

Other 0.8 0.3 0.1 1.2

Three Months Ended March 31, 2025 $ 0.8 $ 1.0 $ 0.1 $ 1.9

_______________

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

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

Performance Chemicals Repositioning

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

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

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

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

See Note 16 for more information.

Expected Charges

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

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

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

Other (income) charges, net

North Charleston plant transition

Our North Charleston, South Carolina Performance Chemicals manufacturing plant has historically been co-located with a 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, which was completed in 2024, to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment.

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

(2) The Performance Chemicals repositioning began in 2023 and resulted in the completion of the sale of the industrial specialties product line on January 1, 2026.

Refer to Note 16 for more information.

Restructuring and Other (Income) Charges, net Reserves

11 unchanged sentences

(1) Included in "Accrued expenses" on the condensed consolidated balance sheets.

(2) Includes severance and other employee-related costs, exited leases, CTO supply contract terminations and other miscellaneous exit costs.

(2) Includes severance and other employee-related costs, exited leases, 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Effective tax rate 22.5 % 22.6 %

34.4 % 12.0 % ( 94.8 ) % 14.3 %

_______________

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

tax reform enacted in Q3 2025.

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

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

5 unchanged sentences

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

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

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

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

Three Months Ended September 30,

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

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

Discrete items:

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

1.0 0.3 2.0 0.5

(Gain) loss on strategic investments (2)

Other tax only discrete items

— ( 1.7 ) — 7.0

Total discrete items 1.0 ( 1.4 ) 4.2 8.0

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

31.6 % 24.9 %

Nine Months Ended September 30,

Three Months Ended March 31,

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

3 unchanged sentences

0.5 0.1 1.9 0.5

(Gain) loss on strategic investments (2)

2.5 0.6 2.1 0.5

Goodwill impairment (3)

183.8 5.1 306.6 50.1

Litigation charge (2)

Impairment of license agreement (3)

Portfolio realignment costs (3)

Proxy contest charges (3)

7 unchanged sentences

(3) See Note 14 for further information.

(4) See Note 14 for further information.

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

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

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

(4) Increase in EAETR for the three months ended March 31, 2026, as compared to March 31, 2025, is primarily driven by impacts in the U.S.

Changes to the foreign-derived intangible income deduction, now referred to as the foreign-derived deduction-eligible income ("FDDEI"), as a result of the 2025 One Big Beautiful Bill Act ("OBBB"), provided a decrease in the EAETR in 2026.

This decrease was more than offset by unfavorable increases in the Internal Revenue Code (IRC) Section 162M limitation against officers compensation, additional disallowances of meals and entertainment expenses, as well as a base erosion anti-abuse tax (BEAT) minimum tax inclusion in 2026, increasing the EAETR in 2026.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

At March 31, 2026 and December 31, 2025, we had deferred tax assets of $ 12.4 million and $ 11.8 million, respectively, resulting from certain historical net operating losses from our Brazil and U.S.

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

1 unchanged sentence

In evaluating the realizability of these deferred tax assets, we consider projected future taxable income and tax planning strategies in making our assessment.

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

We intend to continue maintaining a valuation

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

As of March 31, 2026, we cannot objectively assert that these deferred tax assets are more likely than not to be realized and therefore we have maintained a valuation allowance.

We intend to continue maintaining a valuation allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

A release of all or a portion of the valuation allowance could be possible if we determine that sufficient positive evidence becomes available to allow us to reach a conclusion that the valuation allowance will no longer be needed.

1 unchanged sentence

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

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

federal tax policy.

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

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

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

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

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

As a result of the OBBB signed into law in 2025, significant modifications to U.S.

international tax framework became effective in 2026.

Based on the analysis performed by the Company, the OBBB will have an impact on the FDDEI deduction.

The changes in deduction rate, base calculation, and expense allocation rules for FDDEI are driving a benefit to our effective tax rate, which is partially offset by the increase in the BEAT minimum tax rate, as well as increased disallowances associated with meals and entertainment expenses.

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

As a result of this change, we recorded deferred tax expense of $ 0.7 million relating to China withholding taxes for the three months ended March 31, 2026.

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

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

2 unchanged sentences

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

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

No tax impacts of Pillar Two were recorded for the quarter ended March 31, 2026.

Commitments and Contingencies

4 unchanged sentences

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 our fuel vapor canister honeycombs.

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.

District Court dismissed our patent infringement claims on November 18, 2020, and the case proceeded to trial on the BASF Counterclaims in September 2021.

3 unchanged sentences

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

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

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

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

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

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

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

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

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

The full amount of the trebled

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

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

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

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 decided to no longer pursue any further appeals.

On March 13, 2026, we entered into an agreement with BASF, providing for the payment of:

(1) the judgment, plus post-judgment interest, in the amount of $ 97.0 million and (2) $ 16.2 million to resolve BASF's claim for attorneys' fees and costs, and made such payments on April 1, 2026.

The Delaware Proceeding, including all appeals and counterclaims, is now complete.

The full amount of the settlement of $ 113.2 million is accrued in "Accrued expenses" on the condensed consolidated balance sheet as of March 31, 2026 and the $ 16.2 million charge taken during the quarter was included within "Other (income) expense, net" on the condensed consolidated statements of operations for the quarter ended March 31, 2026.

Segment Information

4 unchanged sentences

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

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

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 Condensed Consolidated Statements of Operations and are associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity.

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

Reporting these costs separately will provide greater transparency into our segment results and cost structure.

We have recast the data below to reflect the changes in our reportable segments to conform to the current year presentation.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Three Months Ended March 31,

In millions 2026 2025

10 unchanged sentences

( 0.5 ) ( 1.9 )

Goodwill impairment charge (4)

— — ( 183.8 ) ( 306.6 )

Acquisition and other-related income (costs), net (5)

Gain (loss) on strategic investments (6)

— ( 2.2 ) ( 2.5 ) ( 2.1 )

Impairment of license agreement (4)

Proxy contest charges (5)

— — ( 8.2 ) —

Portfolio review expenses (8)

Portfolio realignment costs (6)

Litigation charge (7)

Corporate and other (8)

( 8.7 ) ( 8.4 )

Indirect costs allocated to Divestiture (9)

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

Net income (loss) from continuing operations $ 23.4 $ 29.1

2 unchanged sentences

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, acquisition and other-related income (costs), gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, pension and postretirement settlement and curtailment income (charges), net, and indirect costs allocated to Divestiture.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

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

Three Months Ended September 30,

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

Net sales (i)

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

Cost of sales (ii)

58.9 99.5 22.1 56.4 95.7 32.2

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

16.3 15.4 6.4 14.1 11.6 5.4

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

( 0.1 ) 0.2 ( 0.2 ) — 2.3 1.4

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

Nine Months Ended September 30,

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

Three Months Ended March 31,

In millions PM PC APT PM PC APT

Net sales (i)

2 unchanged sentences

49.6 45.2 31.7 54.4 41.4 23.6

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

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

13.6 12.9 4.9 12.0 12.4 4.8

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

Other (income) expense, net (v)

0.2 ( 0.4 ) 0.1 ( 3.1 ) ( 0.7 ) 0.2

5 unchanged sentences

(iii) Includes Research and technical expenses.

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

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

(iv) Excludes Corporate and other costs.

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

gain (loss) on strategic investments, impairment of license agreement, proxy contest charges, portfolio realignment costs, litigation charge, depreciation, and amortization.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

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

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

Three Months Ended March 31,

In millions 2026 2025

3 unchanged sentences

Indirect costs allocated to Divestiture

0.7 1.3 2.1 3.8

Restructuring and other (income) charges, net $ 0.5 $ 1.9

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

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

Refer to note 7 for more information.

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

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

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

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

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

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

Refer to Note 4, under the section:

Strategic Investments , for more information.

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

In millions 2025 2024 2025 2024

Performance Materials $ — $ — $ — $ ( 0.1 )

Performance Chemicals — — — —

Advanced Polymer Technologies — 2.2 2.5 2.2

(Gain) loss on strategic investments $ — $ 2.2 $ 2.5 $ 2.1

(4) Charge represents an impairment of a license agreement within the Performance Materials reportable segment.

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

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

(7) Charges represent litigation charge related to the BASF verdict.

Refer to Note 13 for more information.

(8) 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.

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

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

Three Months Ended March 31,

In millions 2026 2025

1 unchanged sentence

Selling, general, and administrative expenses — 0.7

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

Indirect costs allocated to Divestiture $ — $ 3.2

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

Depreciation and amortization Three Months Ended March 31,

In millions 2026 2025

3 unchanged sentences

Indirect costs allocated to Divestiture (1)

1.1 1.5 3.1 4.7

Total depreciation and amortization $ 22.7 $ 24.5

1 unchanged sentence

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

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

Capital expenditures Three Months Ended March 31,

In millions 2026 2025

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

In millions September 30, 2025 December 31, 2024

March 31, 2026

In millions March 31, 2026 December 31, 2025

Performance Materials $ 864.7 $ 822.7

6 unchanged sentences

_______________

(1) 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 7 for more information.

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

Earnings (Loss) per Share

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

Three Months Ended March 31,

In millions (except share and per share data) 2026 2025

17 unchanged sentences

_______________

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(1) Earnings per share amounts shown for three months ended March 31, 2026 and March 31, 2025, may not precisely recalculate due to rounding.

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

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

Three Months Ended March 31,

In thousands 2026 2025

Average number of potential common shares - antidilutive 169 275

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Discontinued Operations

Industrial Specialties Divestiture

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

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

We received all-cash proceeds of $ 93.1 million, inclusive of traditional working capital adjustments, and recorded a gain of $ 55.6 million within "(Gain) loss on sale of business" within discontinued operations.

During the third quarter of 2025, the Company 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 plans to enter into a series of agreements, including, but not limited to, (a) a transition services agreement, pursuant to which Ingevity will provide certain transition services to Purchaser for up to a 12-month period following the closing to facilitate the transfer of purchased assets to Purchaser, (b) an intellectual property agreement, in perpetuity, pursuant to which Ingevity will assign and transfer certain intellectual property assets used in the Businesses (as defined in the Purchase Agreement) to Purchaser in connection with the Divestiture and receive a license back to continue to exclusively utilize specified intellectual property in certain of Ingevity's remaining businesses, (c) a restrictive covenant agreement, subjecting Ingevity to a non-solicitation and limited non-compete obligation for a period of four years following the closing, (d) a ground lease agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity will lease certain real property used in the operations of the Divestiture and grant certain easements and licenses granting Purchaser the right to use portions of Ingevity's manufacturing facilities located at 5598 Virginia Avenue, North Charleston, South Carolina 29406 (the "Plant") necessary for the operation of the Divestiture, (e) a reciprocal plant operating agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity and Purchaser will provide each other with certain services and other arrangements supporting the operations of the CTO Refinery and the Plant and (f) an environmental indemnity agreement, which will include mutual indemnification rights and obligations for each party with respect to certain pre- and post-closing environmental losses that may arise, as well as an indemnity for environmental losses that may be incurred by either party under certain agreements to be entered into between the parties in connection with the Transaction.

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 provides 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 assigned and transferred certain intellectual property assets used in the Businesses (as defined in the Purchase Agreement) to Purchaser in connection with the Divestiture and received 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 leases certain real property used in the operations of the Divestiture and grants 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 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 includes 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 between the parties in connection with the Divestiture.

The results of our discontinued operations are summarized below:

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

Three Months Ended March 31,

In millions 2026 2025

5 unchanged sentences

Restructuring and other (income) charges, net 7.8 10.4

Goodwill impairment charge — — — 42.5

(Gain) loss on sale of business (1)

Other (income) expense, net — —

2 unchanged sentences

Income (loss) from discontinued operations, net of income taxes $ 36.4 $ ( 8.6 )

_______________

(1) The gain of $ 55.6 million is inclusive of $ 5.9 million of customary purchase price adjustments, including a $ 4.7 million LIFO reserve adjustment, reflecting the impact of removing the divested industrial specialties product line inventory from the Company's LIFO pool.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

March 31, 2026

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

In millions September 30, 2025 December 31, 2024

In millions March 31, 2026 December 31, 2025

Assets (Unaudited) (Unaudited)

1 unchanged sentence

Inventories, net (1)

Prepaid and other current assets — 6.2

Current assets of discontinued operations $ — $ 15.9

10 unchanged sentences

_______________

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

(1) Reported net of LIFO Reserve of zero and $ 8.2 million for the periods ending March 31, 2026 and December 31, 2025, respectively.

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

Nine Months Ended September 30,

Three Months Ended March 31,

In millions 2026 2025

3 unchanged sentences

Restructuring and other (income) charges, net 7.8 10.4

CTO resales — 50.8

LIFO charge (liquidation) — ( 2.1 )

(Gain) loss on strategic investment — 9.3

Goodwill impairment charge — 42.5

CTO supply contract termination charges — 100.0

(Gain) loss on sale of business ( 55.6 ) —

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

1 unchanged sentence

CTO resales cash inflow (outflow), net — 6.2

CTO supply contract termination cash outflow — ( 50.0 )

Cash provided by (used in) investing activities:

Capital expenditures $ — $ —

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Subsequent Events

Performance Chemicals' Road Markings Product Line Disposition

On April 15, 2026, we completed the sale of our Performance Chemicals' road markings product line to PPG Industries Inc.

for $ 65 million, subject to customary adjustments for working capital, indebtedness and transaction expenses (the "Disposition").

The Disposition does not meet the accounting criteria to be classified as assets held for sale as of March 31, 2026, nor does the transaction represent a strategic shift in the Company's future operations and financial results requiring presentation as a discontinued operation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements