What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 169 added, 306 removed, 203 unchanged (70% of the section changed)

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See "Cautionary Statements About Forward-Looking Statements" below and at the beginning of our 2025 Annual Report.

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

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

See Note 1 and 16 for more information.

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

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

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

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

• our review of strategic alternatives for the Advanced Polymer Technologies ("APT") segment may not result in a transaction;

• any transaction we enter into, including the sale of our road markings product line and our North Charleston crude tall oil ("CTO") refinery assets and the majority of the Performance Chemicals industrial specialties product line, may not yield the expected results or benefits;

• if the review of strategic alternatives for APT results in a transaction, we may be adversely impacted if we are unable to adjust our costs and operating structure to reflect the requirements of the business after giving effect to such transaction;

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

• leadership transitions within our organization;

• we are exposed to risks related to our international sales and operations, including changes in tariffs;

• we are exposed to risks related to our international sales and operations, including recent changes in tariffs and trade policies;

• adverse conditions in the automotive market have and may continue to negatively impact demand for our automotive carbon products;

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• the inability to make or effectively integrate future acquisitions and other investments may negatively affect our results;

• we are dependent upon third parties for the provision of certain critical operating services at several of our facilities;

• we may continue to be adversely affected by disruptions in our supply chain;

• the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, planned and unplanned production slowdowns and shutdowns, turnarounds and outages, which could result in operational disruptions of varied duration;

• we are dependent upon third parties for the provision of certain critical operating services at several of our plants;

• we may be adversely affected by disruptions in our supply chain;

• the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, which could result in operational disruptions of varied duration;

• we are dependent upon attracting and retaining key personnel;

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

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

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

We operate in three reportable segments:

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Recent Developments and Updates

Industrial Specialties Divestiture

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

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

As such, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above

as the Divestiture, are presented as discontinued operations.

The Divestiture is expected to close by early 2026.

Refer to Note 16 for more information.

Performance Chemicals Repositioning

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.

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.

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.

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

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.

Road Markings Product Line Disposition

On April 15, 2026, we completed the sale of our 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.

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.

Performance Chemicals Repositioning and Industrial Specialties Divestiture

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

The sale 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.

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.

Expected Savings and Impact

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

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

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

Collectively, these savings have been realized in the following financial statement captions:

approximately 70-80 percent in Cost of sales, approximately 15-25 percent in Selling, general, and administrative expenses, and approximately 5 percent in Research and technical expenses, all presented on our condensed consolidated statements of operations.

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

All savings have been realized as of 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.

Results of Operations

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

Three Months Ended March 31,

In millions 2026 2025

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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

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Q1 2026 Performance Summary

Net sales were flat to the prior year.

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

Net sales increased four percent from the prior year driven by price increases in the Performance Materials reportable segment and pavement technologies product line and favorable foreign exchange.

The table below shows the 2026 Net sales and variances from 2025:

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

Three months ended September 30, 2025 vs.

$ 333.8 (1.4) (0.3) 1.0 $ 333.1

Nine months ended September 30, 2025 vs.

Three months ended March 31, 2026 vs.

$ 247.9 0.4 6.5 3.2 $ 258.0

Three Months Ended September 30, 2025 vs 2024

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

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

Nine Months Ended September 30, 2025 vs.

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

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

Three Months Ended September 30, 2025 vs.

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

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

Nine Months Ended September 30, 2025 vs.

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

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

Three Months Ended March 31, 2026 vs 2025

The Net sales increase of $10.1 million in 2026 was driven by favorable pricing and sales mix of $6.5 million (three percent), favorable foreign currency exchange of $3.2 million (one percent), and a volume increase of $0.4 million (zero percent).

Three Months Ended March 31, 2026 vs.

Gross profit increase of $4.5 million in 2026 was driven by favorable pricing and sales mix of $6.5 million, favorable sales volume of $2.2 million, and LIFO impacts of $0.7 million.

This increase was partially offset by increased manufacturing costs of $4.7 million, and unfavorable foreign currency exchange of $0.2 million.

Selling, general and administrative expenses

Three Months Ended September 30, 2025 vs 2024

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

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

Nine Months Ended September 30, 2025 vs.

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

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

Three Months Ended March 31, 2026 vs.

SG&A was $40.7 million (16 percent of Net sales) and $41.9 million (17 percent of Net sales) for the three months ended March 31, 2026 and 2025, respectively.

Overall, SG&A decreased by $1.2 million (three percent), driven by decreased intangible amortization expense of $2.3 million, and decreased spending on commercial activities of $0.4 million, partially offset by increased variable incentive compensation of $1.5 million.

Research and technical expenses

Three Months Ended September 30, 2025 vs 2024

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

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

Nine Months Ended September 30, 2025 vs.

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

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

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

Three Months Ended March 31, 2026 vs.

Research and technical expenses as a percentage of Net sales was 2.6 percent and 2.8 percent for the three months ended March 31, 2026 and 2025, respectively.

Research and technical expenses as a percentage of Net sales decreased due to higher sales.

Overall, Research and technical expenses decreased by $0.3 million, compared to the prior year, primarily driven by a decrease within our Performance Materials reportable segment.

Restructuring and other (income) charges, net

Three and Nine Months Ended September 30, 2025 vs.

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

Three Months Ended March 31, 2026 vs.

Three Months Ended March 31,

In millions 2026 2025

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Restructuring charges $ 0.5 $ 1.9

North Charleston plant transition — 1.3 — 4.9

Other (income) charges, net $ — $ —

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_______________

(1) See Note 11 for more information.

Goodwill impairment charge

Three and Nine Months Ended September 30, 2025 vs.

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

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

See Note 7 for more information.

Acquisition-related costs

Three and Nine Months Ended September 30, 2025 vs.

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

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

Other (income) expense, net

Three and Nine Months Ended September 30, 2025 vs.

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

Three Months Ended March 31, 2026 vs.

Three Months Ended March 31,

In millions 2026 2025

Foreign currency transaction (gain) loss $ — $ (1.4)

(Gain) loss on strategic investments (1)

— 2.2 2.5 2.1

CEO severance charges — 4.8 — 4.8

Litigation charge (1)

Impairment of license agreement (2)

Proxy contest charges (2)

Portfolio review expenses (2)

Portfolio realignment costs (2)

Other (income) expense, net 0.2 (2.4)

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Interest expense, net

Three and Nine Months Ended September 30, 2025 vs.

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

Three Months Ended March 31, 2026 vs.

Three Months Ended March 31,

In millions 2026 2025

Accounts receivable securitization (1)

$ 1.3 $ 1.7 $ 3.1 $ 4.5

Finance lease obligations (1)

1.8 1.8 5.4 5.4

Interest rate swap (2)

(0.2) (0.4) (0.7) (0.4)

Litigation related interest expense (3)

1.4 1.3 3.9 3.9

Revolving Credit Facility and other lines of credit (1)

9.5 14.5 31.2 41.7

Senior notes (1)

5.6 5.6 16.8 16.8

Other interest (income) expense, net (1.2) (1.2)

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Provision (benefit) for income taxes on continuing operations

Three and Nine Months Ended September 30, 2025 vs.

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

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

See Note 12 for more information.

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

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

Three Months Ended March 31, 2026 vs.

For the three months ended March 31, 2026 and 2025, our effective tax rate was 22.5 percent and 22.6 percent, respectively.

Excluding discrete items, the effective rate was 26.0 percent compared to 21.9 percent in the three months ended March 31, 2026 and 2025, respectively.

See Note 12 for more information.

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

Three and Nine Months Ended September 30, 2025 vs.

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

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

Three Months Ended March 31, 2026 vs.

Income (loss) from discontinued operations, net of income taxes was $36.4 million and $(8.6) million for the three months ended March 31, 2026 and 2025, respectively.

Increase was driven by the gain on sale.

See Note 16 for more information.

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We have excluded the following items from segment EBITDA:

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, 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.

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.

In general, the accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in the Annual Consolidated Financial Statements included in our 2025 Annual Report.

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Q1 2026 Performance Summary

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

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

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

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

2025 2024 2025 2024

Performance Materials Net sales increased six percent compared to the prior year quarter driven by annual pricing actions and a favorable mix as a shift in consumer preferences from battery electric vehicles to hybrids continued.

Segment EBITDA was up 10 percent to $92.0 million driven by improved price and mix, higher volume, and higher plant utilization in the quarter to build inventory ahead of planned outages in the second quarter, which more than offset higher SG&A and other expenses.

Segment EBITDA margin improved 230 basis point to 59.2% compared to 56.9% in the prior year.

In millions Three Months Ended March 31,

Total Performance Materials - Net sales $ 155.4 $ 146.8

Segment EBITDA $ 92.0 $ 83.5

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

Net Sales Comparison of Three Months Ended March 31, 2026 and March 31, 2025:

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

Three months ended September 30, 2025 vs.

$ 151.1 4.6 (0.7) — $ 155.0

Nine months ended September 30, 2025 vs.

Three months ended March 31, 2026 vs.

$ 146.8 2.8 5.2 0.6 $ 155.4

Three Months Ended September 30, 2025 vs.

Segment net sales.

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

Segment EBITDA.

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

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

Nine Months Ended September 30, 2025 vs.

Three Months Ended March 31, 2026 vs.

Segment net sales.

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

The increase of $8.6 million in 2026 was driven by favorable pricing and sales mix of $5.2 million (four percent), volume growth of $2.8 million (two percent), and favorable foreign currency exchange of $0.6 million (zero percent).

Segment EBITDA.

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

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

The increase of $8.5 million in 2026 was driven by decreased manufacturing costs of $5.3 million, favorable pricing and sales mix of $5.2 million, and volume growth of $2.9 million.

The increase was partially offset by unfavorable foreign currency exchange and other charges of $3.3 million, and increased SG&A and research and technical expenses of $1.6 million.

Performance Chemicals

Q1 2026 Performance Summary

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

Segment EBITDA increased $0.5 million or two percent.

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

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

Performance Chemicals Net sales, which include the road markings product line divested on April 15, 2026, were $58.3 million, similar to the prior year.

Pavement Technologies sales were flat, as improvements in price and mix were offset by lower volumes.

Sales in Road Markings declined 10 percent, driven by continued competitive pressure impacting volumes, while pricing remained stable.

Segment EBITDA of $0.6 million declined $5.2 million from the prior year driven primarily by lower plant utilization in Road Markings compared to the first quarter of 2025.

Segment EBITDA margin was 1.0% compared to 9.8% in the prior year.

Three Months Ended March 31,

In millions 2026 2025

Total Performance Chemicals - Net sales $ 58.3 $ 58.9

Pavement Technologies product line 49.7 49.4

Road Markings product line 8.6 9.5

Segment EBITDA $ 0.6 $ 5.8

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

Net Sales Comparison of Three Months Ended March 31, 2026 and March 31, 2025:

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

Three months ended September 30, 2025 vs.

$ 133.9 4.5 1.5 — $ 139.9

Nine months ended September 30, 2025 vs.

Three months ended March 31, 2026 vs.

$ 58.9 (2.9) 1.8 0.5 $ 58.3

Three Months Ended September 30, 2025 vs.

Segment net sales.

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

Segment EBITDA.

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

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

Nine Months Ended September 30, 2025 vs.

Pavement Technologies product line 49.4 (2.0) 1.8 0.5 49.7

Road Markings product line 9.5 (0.9) — — 8.6

Three Months Ended March 31, 2026 vs.

Segment net sales.

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

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

The decrease of $0.6 million in 2026 was driven by a volume decline of $2.9 million (five percent), as a result of a decrease in pavement technologies ($2.0 million) and road markings ($0.9 million), partially offset by favorable pricing and sales mix of $1.8 million (three percent), driven by pavement technologies ($1.8 million), and favorable foreign currency exchange of $0.5 million (one percent).

Segment EBITDA.

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

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

The decrease of $5.2 million in 2026 was driven by increased manufacturing costs of $5.4 million, a volume decline of $0.9 million, increased SG&A expenses of $0.4 million, and unfavorable foreign currency exchange and other charges of $0.3 million.

The decrease was partially offset by favorable pricing and sales mix of $1.8 million.

Advanced Polymer Technologies

Q1 2026 Performance Summary

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

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

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

2025 2024 2025 2024

Advance d Polymer Technologies Net sales of $44.3 million increased five percent as favorable foreign exchange and higher volume more than offset decline in price due to unfavorable mix.

Segment EBITDA for the quarter was $7.6 million compared to $13.6 million in the prior year due primarily to an inventory build in the first quarter of 2025, in anticipation of a material planned outage in the second quarter of 2025.

Segment EBITDA margin was 17.2% compared to 32.2% in the prior year.

In millions Three Months Ended March 31,

Total Advanced Polymer Technologies - Net sales $ 44.3 $ 42.2

Segment EBITDA $ 7.6 $ 13.6

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

Net Sales Comparison of Three Months Ended March 31, 2026 and March 31, 2025:

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

Three months ended September 30, 2025 vs.

$ 48.8 (10.5) (1.1) 1.0 $ 38.2

Nine months ended September 30, 2025 vs.

Three months ended March 31, 2026 vs.

$ 42.2 0.5 (0.5) 2.1 $ 44.3

Three Months Ended September 30, 2025 vs.

Segment net sales.

The decrease of $10.6 million in 2025 was driven by a volume decline of $10.5 million (22 percent) and unfavorable pricing and sales mix of $1.1 million (two percent).

The decrease was partially offset by favorable foreign currency exchange of $1.0 million (two percent).

Segment EBITDA.

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

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

Nine Months Ended September 30, 2025 vs.

Three Months Ended March 31, 2026 vs.

Segment net sales.

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

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

The increase of $2.1 million in 2026 was driven by favorable foreign currency exchange of $2.1 million (five percent), volume growth of $0.5 million (one percent), partially offset by unfavorable pricing and sales mix of $0.5 million (one percent).

Segment EBITDA.

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

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

Discontinued Operations

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

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

In millions 2025 2024 2025 2024

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

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

Depreciation and amortization 0.3 1.0 1.1 8.1

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

8.8 83.6 33.9 154.5

Goodwill impairment charge (3)

Loss on CTO resales (4)

CTO supply contract termination charges (5)

— 100.0 — 100.0

(Gain) loss on strategic investments (6)

Inventory charges (7)

Indirect costs allocated to Divestiture (8)

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

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

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

_______________

(1) EBITDA from discontinued operations is defined as net sales from discontinued operations less operating expenses from discontinued operations (operating expenses from discontinued operations consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization).

We have excluded the following items from EBITDA from discontinued operations:

income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, and pension and postretirement settlement and curtailment income (charges), net.

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

These costs are excluded from our EBITDA from discontinued operations.

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

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

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

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

The CTO resale activity described above ended in 2024.

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

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

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

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

We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our EBITDA from discontinued operations.

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

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

Amounts are included in Cost of sales from discontinued operations.

See Note 16 for more information.

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

The decrease of $6.0 million in 2026 was driven by increased manufacturing costs of $6.0 million, unfavorable pricing and sales mix of $0.5 million, and unfavorable foreign currency exchange and other charges of $0.2 million.

The decrease was partially offset by lower SG&A of $0.5 million, and volume growth of $0.2 million.

Use of Non-GAAP Financial Measures - Adjusted EBITDA from continuing operations

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

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

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

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

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

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

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

In millions 2025 2024 2025 2024

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

EBITDA from discontinued operations

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

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

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

Three months ended September 30, 2025 vs.

$ 43.1 (10.7) (3.5) 0.1 $ 29.0

Nine months ended September 30, 2025 vs.

$ 170.8 (67.8) (5.2) 0.9 $ 98.7

Three Months Ended September 30, 2025 vs.

Net sales from discontinued operations.

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

EBITDA from discontinued operations.

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

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

Nine Months Ended September 30, 2025 vs.

Net sales from discontinued operations.

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

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

EBITDA from discontinued operation.

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

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

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

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

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

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

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

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

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

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

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

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

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

Reconciliations are set forth within this section.

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

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

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

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

A reconciliation is set forth within this section.

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

Three Months Ended March 31,

In millions 2026 2025

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Depreciation and amortization (1)

27.7 25.2 77.4 75.0

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

1.0 3.3 10.1 8.3

Goodwill impairment charge (3)

— — 183.8 306.6

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

(Gain) loss on strategic investments (5)

— 2.2 2.5 2.1

Litigation charge (3)

Impairment of license agreement (1)

Proxy contest charges (4)

Portfolio review expenses (7)

Portfolio realignment costs (5)

Adjusted EBITDA from continuing operations (Non-GAAP)

$ 91.5 $ 91.3

Net income (loss) from discontinued operations (GAAP)

_______________

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

Interest expense, net — — — —

Depreciation and amortization 0.3 1.0 1.1 8.1

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

8.8 83.6 33.9 154.5

Goodwill impairment charge (8)

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

Loss on CTO resales (8)

CTO supply contract termination charges (8)

— 100.0 — 100.0

(Gain) loss on strategic investments (8)

Adjusted EBITDA from discontinued operations (Non-GAAP)

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

Total Adjusted EBITDA (Non-GAAP)

$ 121.2 $ 106.4 $ 322.5 $ 282.1

_______________

(1) Refer to Note 14 for more information.

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(3) Refer to Note 13 for more information.

(4) Charges represent costs incurred to complete and integrate acquisitions and other strategic investments, and include the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions, and certain legal and professional fees associated with the completion of acquisitions and strategic investments.

(5) 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.

Refer to Note 4 for more information.

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

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

(8) Refer to Note 16 for more information.

Adjusted EBITDA from continuing operations

Three and Nine Months Ended September 30, 2025 vs.

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

Three Months Ended March 31, 2026 vs.

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

Current Full Year Company Outlook vs.

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

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

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

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

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

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

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

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

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

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

We are reaffirming our previously disclosed outlook, excluding the contributions from the divested road markings product line beginning April 15, 2026.

Our outlook includes a full year of operating results for the Advanced Polymer Technologies reportable segment.

Our outlook excludes the divested industrial specialties product line, as the sale closed on January 1, 2026.

Net sales are expected to be between $1.05 billion and $1.15 billion for 2026.

We expect Net sales in our Performance Materials reportable segment to grow low-single digits as increased pricing on select products partially offsets forecasted decline in global automotive production for ICE powertrains compared to the prior year.

We expect Net sales in our Performance Chemicals reportable segment, excluding the divested road markings product line beginning April 15, 2026, to grow mid-single digits through continued adoption of our warm mix asphalt products.

For our Advanced Polymer Technologies reportable segment, we expect Net sales to grow low-single digits, reflecting a mild recovery in industrial end markets.

Adjusted EBITDA is expected to be between $370 million and $395 million for 2026.

We expect our Performance Materials reportable segment to maintain segment EBITDA margins consistent with 2025, as revenue growth is partially offset by selective growth opportunities.

In our Performance Chemicals reportable segment, we expect segment EBITDA margins in the high-teens.

The segment is expected to benefit from revenue growth but will be burdened by indirect costs from the divested industrial specialties and road markings product lines.

We anticipate that our Advanced Polymer Technologies reportable segment EBITDA will improve versus prior year as volume growth is partially offset by defensive pricing actions to maintain segment EBITDA margins of around 20 percent.

Corporate and Other costs are expected to be consistent with 2025.

The divestitures of the industrial specialties and road markings product lines resulted in indirect costs of between $19 million and $21 million.

We expect to eliminate at least $15 million of these indirect costs over the course of 2026, with the full run rate of those savings achieved in 2027.

We expect to be burdened by approximately $12 million to $18 million of indirect costs from the divested industrial specialties and road markings product lines in 2026, the majority of which will be absorbed by our Performance Chemicals reportable segment.

Our effective tax rate is expected to be between 22 to 24 percent.

We expect to recognize between $90 million and $95 million of depreciation and amortization, adjusted for the divested road marking product line, in 2026.

A reconciliation of net income from continuing operations, to adjusted EBITDA from continuing operations, as projected for 2026 is not provided.

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

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All of these components could significantly impact such financial measures.

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

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

Liquidity and Capital Resources

1 unchanged sentence

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

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

As of March 31, 2026, our undrawn capacity under our revolving credit facility was $223.0 million.

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

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

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

debt principal repayments, interest payments, capital expenditures, income tax payments, purchases pursuant to our stock repurchase program (and related excise tax payments), restructuring activities, and $113.2 million associated with the BASF litigation settlement, as further described in Note 13.

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

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

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

Cash and cash equivalents totaled $95.4 million at March 31, 2026.

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

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

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

The cash and cash equivalents balance at March 31, 2026, included $88.3 million held by our foreign subsidiaries.

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

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

We believe that our foreign holdings of cash will not have a material adverse impact on our U.S.

9 unchanged sentences

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

During the three and 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.

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.

Capital Expenditures

Projected 2026 capital expenditures are $40-60 million.

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

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

Nine Months Ended September 30,

We have no material commitments associated with these projected capital expenditures as of March 31, 2026 .

Cash flow comparison of the Three Months Ended March 31, 2026 and 2025

Three Months Ended March 31,

In millions 2026 2025

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Cash flows provided by (used in) operating activities

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

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

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

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

Cash used in operating activities, inclusive of continuing and discontinued operations, consists of net income (loss) adjusted for non-cash items including the cash impact from changes in operating assets and liabilities (i.e., working capital) totaled $2.0 million for the three months ended March 31, 2026, which was inclusive of a $55.6 million gain related to the sale of the industrial specialties product line.

Cash used in operating activities for the three months ended March 31, 2026, was driven by a net increase in trade working capital of $33.9 million (including accounts receivable, inventory, and accounts payable), a decrease in CTO resale cash inflows of $6.2 million, and increased employee compensation payments of $5.1 million.

Partially offsetting these cash outflows was increased cash earnings of $9.4 million, lower cash interest paid of $3.5 million, decreased spending on restructuring initiatives of $3.0 million, and lower cash taxes paid of $1.9 million.

Cash flows provided by (used in) investing activities

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

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

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

Capital expenditure categories Nine Months Ended September 30,

Cash provided by investing activities, inclusive of continuing and discontinued operations, in the three months ended March 31, 2026 was $106.3 million and was primarily driven by cash proceeds of $93.1 million related to the sale of the industrial specialties product line, cash proceeds from our restricted investment of $24.7 million, offset primarily by capital expenditures of $10.3 million.

In the three months ended March 31, 2026 and 2025, capital spending included the base maintenance capital supporting ongoing operations, and growth and cost improvement spending.

Capital expenditure categories Three Months Ended March 31,

In millions 2026 2025

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Cash flows provided by (used in) financing activities

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

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

Cash used in financing activities, inclusive of continuing and discontinued operations, in the three months ended March 31, 2026, was $61.8 million and was primarily due to repurchases of common stock of $52.3 million, tax payments related to withholdings on vested equity awards of $4.3 million, and debt issuance costs of $4.0 million.

Cash used in financing activities in the three months ended March 31, 2025 was $11.0 million and was primarily due to proceeds from our revolving credit facility and other borrowings of $92.3 million, partially offset by payments on our revolving credit facility and other borrowings of $100.3 million.

New Accounting Guidance

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What changed 10-Q

Item 2. Management’s Discussion and Analysis