Part I, Item 1A, Risk Factors of our 2025 Annual Report sets forth information relating to important risks and uncertainties that could materially adversely affect the company's business, financial condition and operating results.
−Removed: Except as set forth below, there have been no material changes in Ingevity's risk factors disclosed in Part I, Item 1A, Risk Factors of our 2024 Annual Report for the quarter ended September 30, 2025.
−Removed: Recent changes to tariffs could negatively impact our business.
−Removed: government has imposed or announced new global tariffs, and is considering the imposition of additional tariffs.
−Removed: These new tariffs have resulted in retaliatory measures imposed, announced or under consideration by certain U.S.
−Removed: trading partners, most notably China.
−Removed: These changes to trade policy are expected to make it more difficult or costly for us to export our products and import raw materials.
−Removed: This in turn could require us to increase prices to our customers, which may reduce demand.
−Removed: Such demand reduction or inability to increase customer prices may negatively impact our profitability.
−Removed: The retaliatory tariff measures imposed by China, if not unwound, are expected to significantly lower our margin on Performance Materials and Performance Chemicals products sold from the United States into China.
−Removed: These tariff measures may also result in decreased demand for our customers' products that incorporate our products, and adversely affect our financial condition and results of operations.
−Removed: Disruptions at any of our facilities could negatively impact our production, financial condition and results of operations.
−Removed: Disruptions to any of our manufacturing operations or other facilities due to natural disasters and extreme weather, such as a hurricane, tropical storm, earthquake, tornado, severe weather, flood or fire, or other unanticipated problems such as labor difficulties, pandemics, equipment failure, cyberattacks or other cybersecurity incidents, capacity expansion difficulties or unscheduled maintenance, planned or unplanned production slowdowns and shutdowns, turnarounds and outages, could cause operational disruptions of varied duration.
−Removed: Following the closing of the Divestiture, Mainstream Pine Products, LLC (“Mainstream”) will be operating within the footprint of our North Charleston, South Carolina facility.
−Removed: Disruptions to Mainstream’s operations, as well as any inability of Mainstream to supply us with Tall Oil Fatty Acid or other CTO derived products, could have an adverse effect on our financial condition and results of operations.
−Removed: Also, many of our production employees are governed by collective bargaining agreements ("CBAs").
−Removed: The CBA at our Warrington, United Kingdom Advanced Polymer Technologies manufacturing facility with GMB Union is negotiated annually and the parties operate under the prior CBA until new terms are agreed.
−Removed: The CBA at our Covington, Virginia Performance Materials plant with the International Brotherhood of Electrical Workers (IBEW) on behalf of its affiliated Local Union 464 expired on January 15, 2025.
−Removed: A new CBA with IBEW was ratified on June 24, 2025.
−Removed: A new CBA at our Crossett, Arkansas Performance Chemicals manufacturing facility with the International Association of Machinists and Aerospace Workers Union ("IAM") was ratified on April 3, 2025, including a Plant Closure and Termination Agreement.
−Removed: The CBA at our Covington, Virginia Plant with the Covington Paperworkers Union Local 675, affiliated with the Association of Western Pulp and Paper Workers will expire on December 1, 2025.
−Removed: It is anticipated that the parties will begin contract renewal negotiations during the fourth quarter of 2025.
−Removed: While the company has generally positive relations with its labor unions, there is no guarantee the company will be able to successfully negotiate new union contracts without work stoppages, labor difficulties or unfavorable terms.
−Removed: In addition, existing CBAs may not prevent a strike or work stoppage at the applicable plant.
−Removed: These types of disruptions could materially adversely affect our financial condition and results of operations to varying degrees depending upon the facility, the duration of the disruption, and our ability to shift business to another facility or find alternative sources of manufacturing capacity.
−Removed: Any losses due to these events may not be covered by our existing insurance
−Removed: policies or may be subject to certain deductibles.
−Removed: In certain cases, we have products, such as our extruded honeycomb, caprolactone, pavement preservation products, road construction products, pavement reconstruction and recycling products, and industrial specialties products, that are only made at a single site, such as our Covington, Virginia Performance Materials plant.
−Removed: While we have some redundancies within the facilities that are the sole manufacturer of certain products, we have limited ability to make these products at other facilities.
+Added: Except as set forth below, there have been no material changes in Ingevity's risk factors disclosed in Part I, Item 1A, Risk Factors of our 2025 Annual Report for the quarter ended March 31, 2026.
+Added: From time to time, we may be engaged in legal actions associated with our intellectual property rights;
+Added: if we are unsuccessful, these could potentially result in an adverse effect on our financial condition and results of operations.
+Added: Intellectual property rights, including patents, trade secrets, confidential information, trademarks, trade names, and trade dress, are important to our business.
+Added: We endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced or used, in jurisdictions into which our products are imported, and in jurisdictions where our competitors have significant manufacturing capabilities.
+Added: Our success will depend to a significant degree upon our ability to protect and preserve our intellectual property rights.
+Added: However, we may be unable to obtain or maintain protection for our intellectual property in key jurisdictions and the Company's patents and other intellectual property may not prevent competitors from independently developing or selling similar or duplicative products and services.
+Added: Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights.
+Added: Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised.
+Added: Any legal actions to protect, defend or enforce our intellectual property rights could result in significant costs and diversion of our resources and our management's attention, and we may not prevail in any such other actions, which could have an adverse effect on our financial condition and results of operations.
+Added: Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights.
+Added: If the Company is found to infringe any third-party rights, it could be required to pay substantial damages, or it could be enjoined from offering some of its products and services.
+Added: We also rely heavily upon unpatented proprietary technology, know-how, and other trade secrets to maintain our competitive position.
+Added: While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements.
+Added: We also may not be able to readily detect breaches of such agreements.
+Added: For instance, we manufacture some of our products in China where we may be at a greater risk of a third party misappropriating our intellectual property despite the foregoing policies, procedures and agreements.
+Added: The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how or trade secrets could result in significantly lower revenues, reduced profit margins, or loss of market share.
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.