What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-07 · 375 added, 193 removed, 693 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions, except per share data 2026 2025 2026 2025

5 unchanged sentences

Restructuring and other (income) charges, net 1.7 7.2 2.2 9.1

Goodwill impairment charge — 183.8 — 183.8

Long-lived asset impairment charge 32.1 — 32.1 —

Other (income) expense, net ( 4.8 ) 4.2 17.6 8.3

15 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

4 unchanged sentences

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

2.8 29.5 0.1 46.7

Derivative instruments:

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

Unrealized gain (loss), net of tax provision (benefit) of zero , $( 0.4 ), $ 0.1 and $( 0.4 )

( 0.1 ) ( 1.4 ) 0.3 ( 1.3 )

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

( 0.1 ) 0.1 0.1 0.2

Total derivative instruments, net of tax provision (benefit) of $( 0.1 ), $( 0.4 ), $ 0.1 and $( 0.3 )

( 0.2 ) ( 1.3 ) 0.4 ( 1.1 )

Other comprehensive income (loss), net of tax provision (benefit) of $( 0.1 ), $( 0.4 ), $ 0.1 and $( 0.3 )

2.6 28.2 0.5 45.6

Comprehensive income (loss) $ 37.9 $ ( 118.3 ) $ 95.6 $ ( 80.4 )

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

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

In millions, except share and par value data June 30, 2026 December 31, 2025

Cash and cash equivalents $ 97.4 $ 78.1

1 unchanged sentence

Inventories, net 154.0 186.0

Restricted investment , net of allowance of $ 0.2 - 2026

Restricted investment , net of allowance of zero

Prepaid and other current assets 50.8 47.0

28 unchanged sentences

50,000,000 shares authorized;

zero issued and outstanding at 2026 and 2025, respectively)

zero issued and outstanding at 2026 and 2025)

Common stock (par value $ 0.01 per share;

11 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

In millions 2026 (1)

10 unchanged sentences

(Gain) loss on sale of business ( 62.8 ) —

(Gain) loss on strategic investment — 2.5

Goodwill impairment charge — 183.8

Long-lived asset impairment charge 32.1 —

Litigation charges 16.2 —

4 unchanged sentences

Prepaid and other current assets ( 13.2 ) ( 2.0 )

Planned major maintenance outage ( 3.3 ) ( 3.0 )

Accounts payable ( 0.7 ) 6.1

4 unchanged sentences

Operating leases ( 8.0 ) ( 10.5 )

CTO resales cash inflow (outflow), net — 6.2

CTO resales cash inflow, net — 6.2

Litigation settlement payment ( 113.2 ) —

Changes in other operating assets and liabilities, net ( 4.9 ) 6.9

2 unchanged sentences

Capital expenditures $ ( 20.6 ) $ ( 22.2 )

Proceeds from sale of business 93.1 —

Restricted investment 24.7 —

Proceeds from sale of businesses 156.3 —

Proceeds from Restricted investment 47.8 —

Proceeds from disposition of assets — 3.6

18 unchanged sentences

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

(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.

(2) Includes restricted cash of $ 83.5 million and $ 30.2 million and cash and cash equivalents of $ 97.4 million and $ 76.9 million at June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

Cash paid for interest, net of capitalized interest $ 28.5 $ 37.2

Cash paid for income taxes, net of refunds 2.5 4.4

Cash paid (refunded) for income taxes, net of refunds ( 2.7 ) 5.6

Purchases of property, plant, and equipment in accounts payable 0.7 2.3

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 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 automotive gasoline vapor emissions control systems, food, water and chemical filtration, asphalt paving, agrochemical dispersants, bioplastics, coatings, elastomers, and paint for road markings.

We operate in three reportable segments:

Performance Materials, Performance Chemicals, and Advanced Polymer Technologies.

Performance Materials, Pavement Technologies, and Advanced Polymer Technologies.

Reportable Segment Renaming

During 2026, dispositions within our former Performance Chemicals reportable segment resulted in a change to the segment's name.

Historically, our Performance Chemicals reportable segment consisted of the pavement technologies, industrial specialties, and road markings product lines.

Following the sale of the industrial specialties product line on January 1, 2026, and the sale of the road markings product line on April 15, 2026, the pavement technologies product line became the sole remaining product line within the former Performance Chemicals segment;

refer to Note 16 for additional information regarding these dispositions.

Accordingly, during the second quarter of 2026, we renamed the Performance Chemicals reportable segment to Pavement Technologies to better reflect the segment's operations.

The segment rename did not affect our reportable segment structure, and segment information has been updated to reflect the new segment name, where applicable.

Industrial Specialties Divestiture

4 unchanged sentences

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.

Refer to Note 16 for more information.

Basis of Consolidation and Presentation

3 unchanged sentences

The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities.

Actual results could differ from these estimates.

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

June 30, 2026

Actual results could differ from these estimates.

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

New Accounting Guidance

8 unchanged sentences

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

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations," which is intended to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations.

The purpose of the amendment is to provide recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

The guidance is effective beginning with our 2028 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.

Disaggregation of Net Sales

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

Performance Materials segment $ 160.6 $ 153.9 $ 316.0 $ 300.7

Pavement Technologies product line 49.7 49.4

Road Markings product line 8.6 9.5

Performance Chemicals segment $ 58.3 $ 58.9

Pavement Technologies segment (1)

104.2 134.3 162.5 193.2

Advanced Polymer Technologies segment 49.3 43.3 93.6 85.5

Net sales $ 314.1 $ 331.5 $ 572.1 $ 579.4

_______________

(1) Includes Net sales from the divested road markings product line of $ 4.3 million and $ 12.9 million for the three and six months ended June 30, 2026 and $ 37.5 million and $ 47.0 million for the three and six months ended June 30, 2025.

Refer to Note 16 for more information.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

2 unchanged sentences

Asia Pacific (1)

77.4 74.7 150.0 143.4

Europe, Middle East, and Africa 47.3 44.2 91.4 85.5

2 unchanged sentences

_______________

(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.

(1) Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and six months ended June 30, 2026, are the U.S., which totaled $ 156.8 million and $ 269.6 million, respectively, and China, which totaled $ 34.1 million and $ 67.2 million, respectively.

Countries with Net sales in excess of 10 percent of consolidated Net sales for the three and six months ended June 30, 2025, are the U.S., which totaled $ 178.7 million and $ 290.7 million, respectively, and China, which totaled $ 38.3 million and $ 73.0 million, respectively.

Contract Balances

3 unchanged sentences

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.

7 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

June 30, 2026

Fair Value Measurements

3 unchanged sentences

In millions Level 1 (1)

March 31, 2026

June 30, 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 $ 18.2 million at March 31, 2026 and December 31, 2025, respectively.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $ 18.9 million and $ 18.2 million at June 30, 2026 and December 31, 2025, respectively.

Nonrecurring Fair Value Measurements

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.

During the three months ended June 30, 2026, a triggering event occurred within our Advanced Polymer Technologies asset group, requiring the measurement of our Advanced Polymer Technologies long-lived assets at fair value in connection with impairment testing.

These measurements are Level 3 and were determined using both market and income approaches, and a discounted value of estimated future cash flows for our long-lived assets.

Refer to Note 6 and Note 7 for more information, including key assumptions.

During the year ended December 31, 2025, we measured our Advanced Polymer Technologies reporting units' goodwill and our Pavement Technologies 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Strategic Investments

Equity Method Investments

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.

The aggregate carrying value of all strategic equity method investments totaled $ 3.4 million and $ 3.1 million at June 30, 2026 and December 31, 2025, respectively.

There were no adjustments to the carrying value of equity method investments for impairment for the three and six months ended June 30, 2026.

As of June 30, 2026, we had approximately $ 2.9 million of unfunded commitments associated with a venture capital fund investment accounted for under the equity method of accounting.

Measurement Alternative Investments

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.

The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $ 80.0 million at June 30, 2026 and December 31, 2025.

There were no adjustments to the carrying value of the measurement alternative method investments for impairment or observable price changes for the three and six months ended June 30, 2026.

Restricted Investment

7 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 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.

At June 30, 2026 and December 31, 2025, the carrying value of our restricted investment was $ 85.8 million and $ 84.4 million, net of an allowance for credit losses of zero and $ 0.2 million, and included restricted cash of $ 83.1 million and $ 34.0 million, respectively.

The fair value at June 30, 2026 and December 31, 2025 was $ 84.7 million and $ 84.0 million, respectively, based on Level 1 inputs.

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

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

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

June 30, 2026 $ 2.7 — — — — $ 2.7

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Debt and Finance Lease Obligations

In millions March 31, 2026 December 31, 2025

In millions June 30, 2026 December 31, 2025

Variable interest rate debt (1)

6 unchanged sentences

(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.

As of June 30, 2026 and December 31, 2025, the fair value of our fixed rate debt was $ 733.5 million and $ 735.7 million, respectively, based on Level 2 inputs.

(3) At June 30, 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 $ 80.6 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 March 31, 2026 December 31, 2025

In millions June 30, 2026 December 31, 2025

Raw materials $ 25.5 $ 45.7

4 unchanged sentences

Inventories, net (1)

$ 154.0 $ 186.0

_______________

(1) The decline in 2026, as compared to 2025, was driven by the road markings product line disposition (refer to Note 16 for more information).

Property, Plant, and Equipment, net

In millions March 31, 2026 December 31, 2025

In millions June 30, 2026 December 31, 2025

Machinery and equipment $ 952.8 $ 1,307.3

3 unchanged sentences

Total cost (1)

1,190.9 1,575.3

accumulated depreciation ( 615.9 ) ( 967.2 )

Property, plant, and equipment, net $ 575.0 $ 608.1

_______________

(1) The decline in 2026, as compared to 2025, was driven by the road markings product line disposition (refer to Note 16 for more information), and the Advanced Polymer Technologies long-lived asset impairment charge.

Long-Lived Asset Impairment Charge

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

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

As the sale process for the Advanced Polymer Technologies (“APT”) reportable segment progressed during the second quarter of 2026, information obtained from potential buyers indicated that its carrying amount may not be recoverable.

Accordingly, we determined that a triggering event had occurred and performed a recoverability assessment of the asset group's long-lived assets.

The assessment indicated that the carrying amount was not recoverable.

Accordingly, we performed an impairment analysis to assess the fair value of the asset group.

Based on the results of the quantitative analysis, which was based on both quoted market prices in active markets and a discounted value of estimated future cash flows, we concluded that the carrying value of the APT asset group exceeded its fair value.

As a result, we recorded a non-cash impairment charge of $ 32.1 million.

The charge is included within "Long-lived asset impairment charge" on the condensed consolidated statements of operations for the three and six months ended June 30, 2026, and was allocated between "Property, plant, and equipment, net" and "Other intangibles, net" on the condensed consolidated balance sheet as of June 30, 2026 in the amount of $ 13.2 million and $ 18.9 million, respectively.

Goodwill and Other Intangible Assets, net

Reporting Units

In millions Performance Materials Performance Chemicals Advanced Polymer Technologies Total

In millions Performance Materials Pavement Technologies Advanced Polymer Technologies Total

Balance as of December 31, 2025 (1)

$ 4.3 $ — $ — $ 4.3

Balance as of March 31, 2026

Balance as of June 30, 2026 (1)

$ 4.3 $ — $ — $ 4.3

_______________

(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.

(1) Includes accumulated impairment losses of $ 306.6 million and $ 183.8 million related to our former Performance Chemicals reporting unit, now Pavement Technologies, and our APT reporting unit, respectively.

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 APT.

As a result, we conducted an analysis of the APT reporting unit’s goodwill, intangible assets, and long-lived assets.

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 three and six months ended June 30, 2025.

There were no events or circumstances indicating that goodwill might be impaired as of June 30, 2026.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Other Intangible Assets

4 unchanged sentences

$ 193.9 $ 82.2 $ 69.8 $ 345.9

Retirements (3)

( 5.8 ) ( 0.8 ) ( 3.9 ) ( 10.5 )

Foreign currency translation ( 1.4 ) ( 0.6 ) ( 0.4 ) ( 2.4 )

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

Impairment (4)

( 82.3 ) ( 33.2 ) ( 45.5 ) ( 161.0 )

June 30, 2026 $ 104.4 $ 47.6 $ 20.0 $ 172.0

Accumulated Amortization

2 unchanged sentences

Amortization ( 4.9 ) ( 2.2 ) ( 2.4 ) ( 9.5 )

Retirements (3)

( 0.3 ) ( 0.1 ) 2.7 2.3

Foreign currency translation 0.1 — 0.1 0.2

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

Impairment (4)

71.0 28.3 42.8 142.1

June 30, 2026 $ ( 22.6 ) $ ( 11.7 ) $ ( 0.4 ) $ ( 34.7 )

Other intangibles, net $ 81.8 $ 35.9 $ 19.6 $ 137.3

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.

(2) Includes accumulated impairment loss of $ 84.1 million related to a long-lived asset impairment charge within our divested road markings asset group for the period ended December 31, 2025.

(3) Retirements related to the divested road markings asset group.

Refer to Note 16 for more information.

(4) Impairment related to the Advanced Polymer Technologies asset group.

Refer to Note 6 for more information.

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

In millions March 31, 2026 December 31, 2025

In millions June 30, 2026 December 31, 2025

Performance Materials $ — $ —

Performance Chemicals 8.2 8.5

Pavement Technologies — 8.5

Advanced Polymer Technologies 137.3 167.6

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

6 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

Financial Instruments and Risk Management

1 unchanged sentence

Foreign Currency Exchange Risk Management

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.

As of June 30, 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 at June 30, 2026 and December 31, 2025.

Commodity Price Risk Management

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.

As of June 30, 2026, we had 1.7 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges.

As of June 30, 2026, open natural gas derivative contracts hedge a portion of forecasted transactions until November 2027.

The fair value of the open natural gas derivative contracts was a net asset (liability) of $( 0.4 ) million and $( 0.5 ) million as of June 30, 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 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

dollar SOFR, which was 3.65 percent as of June 30, 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 zero and $( 0.4 ) million at June 30, 2026 and December 31, 2025, respectively.

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) ("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 March 31,

Three Months Ended June 30,

2026 2025 2026 2025

4 unchanged sentences

Total $ ( 0.1 ) $ ( 1.8 ) $ 0.2 $ ( 0.1 )

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)

Six Months Ended June 30,

2026 2025 2026 2025

Cash flow hedging derivatives:

Currency exchange contracts $ — $ ( 0.5 ) $ — $ ( 0.2 ) Net sales

Natural gas contracts — ( 0.4 ) ( 0.1 ) ( 0.1 ) Cost of sales

Interest rate swap contracts 0.4 ( 0.8 ) — — Interest expense, net

Total $ 0.4 $ ( 1.7 ) $ ( 0.1 ) $ ( 0.3 )

Within the next twelve months, we expect to reclassify $ 0.6 million of net gains from AOCI to income, before taxes.

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 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 March 31, 2026, or December 31, 2025.

March 31, 2026

There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of June 30, 2026, or December 31, 2025.

June 30, 2026

In millions Level 1 (1)

5 unchanged sentences

Currency exchange contracts (5)

Interest rate swap contracts (6)

Total liabilities $ — $ 0.9 $ — $ 0.9

18 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

Debt, including Finance Lease Obligations

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

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

In millions, except percentages June 30, 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 $ 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.

(1) Letters of credit outstanding under the revolving credit facility were $ 11.1 million and $ 9.0 million and available funds under the facility were $ 246.9 million and $ 474.0 million at June 30, 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 5.16 percent and 6.40 percent for the period ended June 30, 2026 and December 31, 2025, respectively.

(3) As of June 30, 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 $ 85.8 million and $ 84.4 million as of June 30, 2026 and December 31, 2025, respectively.

Refer to Note 4, under the section:

Restricted Investment , for more information.

(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.

(4) The weighted interest rate associated with our accounts receivable securitization program was 4.71 percent and 5.51 percent for the period ended June 30, 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.

4 unchanged sentences

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.

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 zero percent floor, or (b) a base rate, in each case, plus an applicable margin of 1.00 % to 1.75 % for term benchmark loans and zero percent 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).

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 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 March 31, 2026.

We were in compliance with all covenants under the indenture as of June 30, 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 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

comprehensive

income (loss) Treasury stock Total Equity

As calculated per the credit agreement, our net leverage for the four consecutive quarters ended June 30, 2026 was 2.5 , and our actual interest coverage for the four consecutive quarters ended June 30, 2026 was 6.8 .

We were in compliance with all covenants under the credit agreement at June 30, 2026.

Common Stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Total Equity

In millions, shares in thousands Shares Amount

Balance at December 31, 2025 43,892 $ 0.4 $ 195.7 $ 404.9 $ 0.5 $ ( 571.8 ) $ 29.7

7 unchanged sentences

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

comprehensive

income (loss) Treasury stock Total Equity

Balance at December 31, 2024 43,630 $ 0.4 $ 176.8 $ 572.0 $ ( 41.4 ) $ ( 512.6 ) $ 195.2

Net income (loss) — $ — $ — $ 35.3 $ — $ — $ 35.3

1 unchanged sentence

Common stock issued 67 — — — — — —

Exercise of stock options, net 28 — 1.8 — — — 1.8

Tax payments related to vested restricted stock units — — — — — ( 1.3 ) ( 1.3 )

Share repurchase program — — — — — ( 35.1 ) ( 35.1 )

Share-based compensation plans — — 3.9 — — 0.8 4.7

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

Balance at June 30, 2026 44,217 $ 0.4 $ 209.1 $ 500.0 $ 1.0 $ ( 663.6 ) $ 46.9

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

Common Stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Total Equity

In millions, shares in thousands Shares Amount

Balance at December 31, 2024 43,630 $ 0.4 $ 176.8 $ 572.0 $ ( 41.4 ) $ ( 512.6 ) $ 195.2

Net income (loss) — — — 20.5 — — 20.5

Other comprehensive income (loss) — — — — 17.4 — 17.4

Common stock issued 155 — — — — — —

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

Accumulated other comprehensive income (loss)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

2 unchanged sentences

Gains (losses) on foreign currency translation 2.8 29.5 0.1 46.7

tax provision (benefit) — —

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

Other comprehensive income (loss), net of tax 2.8 29.5 0.1 46.7

14 unchanged sentences

Ending balance $ 3.4 $ 2.5 $ 3.4 $ 2.5

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

Total AOCI ending balance at June 30 $ 1.0 $ 4.2 $ 1.0 $ 4.2

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Reclassifications of accumulated other comprehensive income (loss)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

Derivative instruments

Currency exchange contracts (1)

$ — $ ( 0.2 ) $ — $ ( 0.2 )

Natural gas contracts (2)

4 unchanged sentences

_______________

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

(2) 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.

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.

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 months ended June 30, 2026, we repurchased $ 35.1 million, inclusive of $ 0.2 million in excise tax, in common stock, representing 491,000 shares of our common stock at a weighted average cost per share of $ 70.94 .

During the six months ended June 30, 2026, we repurchased $ 87.4 million, inclusive of $ 0.6 million in excise tax, in common stock, representing 1,265,189 shares of our common stock at a weighted average cost per share of $ 68.59 .

At June 30, 2026, $ 210.7 million remained unused under the 2022 Authorization.

During the three and six months ended June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

2 unchanged sentences

Total Restructuring and other (income) charges, net $ 1.7 $ 7.2 $ 2.2 $ 9.1

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Restructuring Charges

4 unchanged sentences

Other 0.8 0.5 — 1.3

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

Three Months Ended June 30, 2026 $ 0.8 $ 0.9 $ — $ 1.7

Performance Chemicals repositioning (2)

$ — $ 0.7 $ — $ 0.7

Other 1.7 0.5 4.3 6.5

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

Three Months Ended June 30, 2025 $ 1.7 $ 1.2 $ 4.3 $ 7.2

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

Asset disposal charges Total

Performance Chemicals repositioning (2)

$ — $ 0.8 $ 0.4 $ 1.2

Other 0.5 0.5 — 1.0

Six Months Ended June 30, 2026 $ 0.5 $ 1.3 $ 0.4 $ 2.2

Performance Chemicals repositioning (2)

$ — $ 1.4 $ — $ 1.4

Other 2.5 0.8 4.4 7.7

Six Months Ended June 30, 2025 $ 2.5 $ 2.2 $ 4.4 $ 9.1

_______________

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

4 unchanged sentences

Balance at Change in Cash Balance at

In millions 12/31/2025 (1)

In millions December 31, 2025 (1)

Payments Other (3)

3/31/2026 (1)

June 30, 2026 (1)

Severance and other employee-related costs $ 1.8 5.7 ( 6.4 ) — $ 1.1

10 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Effective tax rate (1)

21.5 % ( 3.5 ) % 21.9 % ( 13.4 ) %

_______________

(1) The effective tax rates for the three and six months ended June 30, 2025, were impacted by the goodwill impairment charge within the APT reporting unit during the second quarter of 2025.

Refer to Note 7 for more information.

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

7 unchanged sentences

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 March 31,

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

Three Months Ended June 30,

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

3 unchanged sentences

1.7 0.4 7.2 1.7

Litigation charge (2)

(Gain) loss on sale of business (2)

( 8.6 ) ( 2.0 ) — —

Long-lived asset impairment charge (3)

Goodwill impairment (4)

— — 183.8 5.1

(Gain) loss on strategic investments (5)

Proxy contest charges (5)

Portfolio realignment costs (5)

Other tax only discrete items

— 2.5 — ( 0.1 )

Total discrete items 27.8 9.5 193.8 7.4

Continuing operations, before discrete items $ 78.5 $ 20.4 $ 57.2 $ 12.2

26.0 % 21.3 %

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Six Months Ended June 30,

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

Continuing operations $ 80.9 $ 17.7 21.9 % $ ( 99.0 ) $ 13.3 ( 13.4 ) %

Discrete items:

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

2.2 0.5 9.1 2.2

(Gain) loss on sale of business (2)

( 8.6 ) ( 2.0 ) — —

Long-lived asset impairment charge (3)

Goodwill impairment (4)

— — 183.8 5.1

(Gain) loss on strategic investments (5)

Impairment of license agreement (5)

Litigation charge (6)

Portfolio realignment costs (5)

5 unchanged sentences

_______________

(1) See Note 11 for further information.

(2) See Note 13 for further information.

(3) See Note 14 for further information.

(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.

(1) Refer to Note 11 for more information.

(2) Refer to Note 16 for more information.

(3) Refer to Note 6 and Note 7 for more information.

(4) Refer to Note 7 for more information.

(5) Refer to Note 14 for more information.

(6) Refer to Note 13 for more information.

(7) Increase in EAETR for the three and six months ended June 30, 2026, as compared to June 30, 2025, is primarily driven by impacts in the U.S.

The foreign-derived deduction-eligible income ("FDDEI") was eliminated in 2026 due to anticipated overall taxable losses in the U.S.

as a result of allowable deductions driven by completed divestitures in 2026.

The EAETR in 2026 was further increased by unfavorable increases in the Internal Revenue Code (IRC) Section 162M limitation against officers compensation, as well as additional disallowances of meals and entertainment expenses.

At June 30, 2026 and December 31, 2025, we had deferred tax assets of $ 12.7 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 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.

As of June 30, 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.

2 unchanged sentences

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.

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

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

As a result of the One Big Beautiful Bill Act (“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.

In the absence of divestitures completed by the company as of June 30, 2026, these changes would provide a benefit to the effective tax rate, but given anticipated overall taxable losses, the FDDEI benefit is negated.

Also, OBBB increased disallowances associated with meals and entertainment expenses, further increasing the 2026 EAETR.

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.

As a result of this change, we recorded deferred tax expense of $ 0.4 million relating to China withholding taxes for the six months ended June 30, 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.

3 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 March 31, 2026.

No tax impacts of Pillar Two were recorded for the quarter ended June 30, 2026.

Commitments and Contingencies

10 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 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

March 31, 2026

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

6 unchanged sentences

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.

The $ 16.2 million charge taken during the first quarter of 2026 was included within "Other (income) expense, net" on the condensed consolidated statements of operations for the six months ended June 30, 2026.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

Segment Information

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

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

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

3 unchanged sentences

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.

The historical industrial specialties product line that is classified as discontinued operations includes only direct operating expenses which the company is no longer incurring.

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.

Refer to Note 1 for more information.

Corporate and other

6 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Three Months Ended March 31,

June 30, 2026

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

1 unchanged sentence

Performance Materials $ 86.1 $ 81.0 $ 178.1 $ 164.5

Performance Chemicals 0.6 5.8

Pavement Technologies 25.4 28.8 26.0 34.6

Advanced Polymer Technologies 11.2 2.0 18.8 15.6

4 unchanged sentences

Depreciation and amortization ( 22.0 ) ( 25.2 ) ( 44.7 ) ( 49.7 )

Gain on sale of business (3)

Restructuring and other income (charges), net (4)

( 1.7 ) ( 7.2 ) ( 2.2 ) ( 9.1 )

Goodwill impairment charge (5)

— ( 183.8 ) — ( 183.8 )

Long-lived asset impairment charge (5)

( 32.1 ) — ( 32.1 ) —

Gain (loss) on strategic investment (6)

— ( 2.5 ) — ( 2.5 )

Impairment of license agreement (7)

— — ( 2.8 ) —

Proxy contest charges (8)

— ( 0.3 ) — ( 8.2 )

Portfolio realignment costs (9)

( 2.9 ) — ( 6.1 ) —

Litigation charge (10)

— — ( 16.2 ) —

Corporate and other (11)

1 unchanged sentence

Indirect costs allocated to Divestiture (12)

— ( 3.0 ) — ( 6.2 )

Net income (loss) from continuing operations $ 39.8 $ ( 141.4 ) $ 63.2 $ ( 112.3 )

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, 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.

interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, gain on sale of business, restructuring and other income (charges), net, goodwill impairment charges, long-lived asset 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

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

Three Months Ended March 31,

In millions PM PC APT PM PC APT

Three Months Ended June 30,

In millions PM PT APT PM PT APT

Net sales (i)

7 unchanged sentences

Segment EBITDA $ 86.1 $ 25.4 $ 11.2 $ 81.0 $ 28.8 $ 2.0

Six Months Ended June 30,

In millions PM PT APT PM PT APT

Net sales (i)

$ 316.0 $ 162.5 $ 93.6 $ 300.7 $ 193.2 $ 85.5

Cost of sales (ii)

109.6 112.5 64.3 113.2 134.3 59.3

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

27.4 24.1 10.4 24.4 25.1 10.5

Other (income) expense, net (v)

0.9 ( 0.1 ) 0.1 ( 1.4 ) ( 0.8 ) 0.1

Segment EBITDA $ 178.1 $ 26.0 $ 18.8 $ 164.5 $ 34.6 $ 15.6

_______________

(i) Relates to external customers only.

4 unchanged sentences

(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

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

(3) The gain relates to the sale of our former Performance Chemicals' road markings product line on April 15, 2026.

Refer to Note 16 for more information.

(4) 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

Performance Materials $ 1.0 $ — $ 1.5 $ —

Performance Chemicals 1.1 0.6

Pavement Technologies 0.7 0.6 1.8 1.2

Advanced Polymer Technologies — 5.9 ( 1.1 ) 6.5

1 unchanged sentence

Restructuring and other (income) charges, net $ 1.7 $ 7.2 $ 2.2 $ 9.1

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

(5) Charges relate to the Advanced Polymer Technologies reportable segment.

Refer to Note 6 and Note 7 for more information.

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

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

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

Refer to Note 4, under the section:

Strategic Investments, for more information.

The charge relates to our Advanced Polymer Technologies reportable segment.

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

1 unchanged sentence

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

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

(10) Charge represents a litigation charge related to the BASF verdict.

Refer to Note 13 for more information.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

2 unchanged sentences

Indirect costs allocated to Divestiture $ — $ 3.0 $ — $ 6.2

Depreciation and amortization Three Months Ended March 31,

Depreciation and amortization Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

Performance Materials $ 11.1 $ 9.9 $ 22.0 $ 19.8

Performance Chemicals 3.5 5.9

Pavement Technologies 3.5 6.0 7.0 11.9

Advanced Polymer Technologies 7.4 8.3 15.7 16.0

3 unchanged sentences

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

Capital expenditures Three Months Ended March 31,

Capital expenditures Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

Performance Materials $ 5.7 $ 6.9 $ 11.3 $ 12.0

Performance Chemicals 4.0 1.2

Pavement Technologies 3.2 1.5 7.2 2.7

Advanced Polymer Technologies 1.4 3.7 2.1 7.4

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

In millions March 31, 2026 December 31, 2025

June 30, 2026

In millions June 30, 2026 December 31, 2025

Performance Materials $ 847.1 $ 822.7

Performance Chemicals

Pavement Technologies 326.7 357.7

Advanced Polymer Technologies (1)

4 unchanged sentences

_______________

(1) The decline in the Advanced Polymer Technologies reportable segment in 2026, as compared to 2025, was driven by the long-lived asset impairment charge.

Refer to Notes 6 and Note 7 for more information.

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

Earnings (Loss) per Share

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

17 unchanged sentences

_______________

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

(1) Earnings per share amounts shown for three and six months ended June 30, 2026 and June 30, 2025, may not precisely recalculate due to rounding.

(2) For the three and six months ended June 30, 2025, 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

June 30, 2026

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

In thousands 2026 2025 2026 2025

Average number of potential common shares - antidilutive 101 438 88 368

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Discontinued Operations

Industrial Specialties Divestiture

Industrial Specialties Divestiture - Discontinued Operations

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.

We received all-cash proceeds of $ 93.1 million, inclusive of traditional working capital adjustments, and recorded a gain of $ 54.2 million within "(Gain) loss on sale of business" within discontinued operations for the six months ended June 30, 2026.

During the third quarter of 2025, the company determined that 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 industrial specialties product line are presented as discontinued operations.

Furthermore, in connection with the Divestiture, Ingevity entered into a series of agreements, including, but not limited to, (a) a transition services agreement, pursuant to which Ingevity 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.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

The results of our discontinued operations are summarized below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

In millions 2026 2025 2026 2025

6 unchanged sentences

(Gain) loss on sale of business (1)(2)(3)

1.4 — ( 54.2 ) —

Other (income) expense, net — 0.1 — 0.1

3 unchanged sentences

_______________

(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.

(1) During the three months ended June 30, 2026, we incurred $ 1.4 million of customary purchase price adjustments, including the final working capital adjustments, and the sale of our DeRidder, Louisiana facility, detailed below.

(2) During the six months ended June 30, 2026, the gain of $ 54.2 million is inclusive of $ 7.3 million of customary purchase price adjustments.

These adjustments include 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.

(3) In connection with the sale of our DeRidder, Louisiana facility during the three months ended June 30, 2026, we extinguished a $ 7.8 million asset retirement obligation and recognized an $ 8.2 million guarantee, through June 30, 2027, related to certain environmental obligations assumed by the purchaser.

The guarantee is included within "Accrued expenses" on the Condensed Consolidated Balance Sheet as of June 30, 2026, and the resulting $ 0.4 million loss was recognized within "(Gain) loss on sale of business" within discontinued operations for the three and six months ended June 30, 2026.

INGEVITY CORPORATION

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

June 30, 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 March 31, 2026 December 31, 2025

In millions June 30, 2026 December 31, 2025

Assets (Unaudited) (Unaudited)

13 unchanged sentences

_______________

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

(1) Reported net of LIFO Reserve of zero and $ 8.2 million for the periods ending June 30, 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:

Three Months Ended March 31,

Six Months Ended June 30,

In millions 2026 2025

12 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

Subsequent Events

June 30, 2026

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.

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

(the "Disposition").

We received all-cash proceeds of $ 63.2 million, inclusive of preliminary traditional working capital adjustments, and recorded a gain of $ 8.6 million within "Other (income) expense, net" on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2026.

The transaction did not represent a strategic shift in the company's future operations and financial results and therefore is not presented 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