Ingevity Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS INGEVITY CORPORATION Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, In millions, except per share data 2026 2025 2026 2025 Net sales $ 314.1 $ 331.5 $ 572.1 $ 579.4 Cost of sales 175.1 203.7 316.7 339.7 Gross profit 139.0 127.8 255.4 239.7 Selling, general, and administrative expenses 39.0 43.6 79.7 85.5 Research and technical expenses 6.1 7.0 12.8 14.0 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 Interest expense, net 14.2 18.6 30.1 38.0 Income (loss) from continuing operations before income taxes 50.7 ( 136.6 ) 80.9 ( 99.0 ) Provision (benefit) for income taxes on continuing operations 10.9 4.8 17.7 13.3 Net income (loss) from continuing operations 39.8 ( 141.4 ) 63.2 ( 112.3 ) Income (loss) from discontinued operations, net of income taxes ( 4.5 ) ( 5.1 ) 31.9 ( 13.7 ) Net income (loss) $ 35.3 $ ( 146.5 ) $ 95.1 $ ( 126.0 ) Per share data Basic earnings (loss) per share from continuing operations $ 1.15 $ ( 3.87 ) $ 1.81 $ ( 3.08 ) Basic earnings (loss) per share from discontinued operations ( 0.13 ) ( 0.15 ) 0.91 ( 0.38 ) Basic earnings (loss) per share $ 1.02 $ ( 4.02 ) $ 2.72 $ ( 3.46 ) Diluted earnings (loss) per share from continuing operations $ 1.13 $ ( 3.87 ) $ 1.78 $ ( 3.08 ) Diluted earnings (loss) per share from discontinued operations ( 0.13 ) ( 0.15 ) 0.89 ( 0.38 ) Diluted earnings (loss) per share $ 1.00 $ ( 4.02 ) $ 2.67 $ ( 3.46 ) The accompanying notes are an integral part of these financial statements. 3 INGEVITY CORPORATION Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Net income (loss) $ 35.3 $ ( 146.5 ) $ 95.1 $ ( 126.0 ) Other comprehensive income (loss), net of tax: Foreign currency adjustments: Foreign currency translation adjustment 2.8 29.5 0.1 46.7 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 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 ) The accompanying notes are an integral part of these financial statements. 4 INGEVITY CORPORATION Condensed Consolidated Balance Sheets (Unaudited) In millions, except share and par value data June 30, 2026 December 31, 2025 Assets Cash and cash equivalents $ 97.4 $ 78.1 Accounts receivable , net of allowance of $ 1.1 and $ 1.5 155.8 127.2 Inventories, net 154.0 186.0 Restricted investment , net of allowance of zero 85.8 — Prepaid and other current assets 50.8 47.0 Current assets of discontinued operations — 15.9 Current assets 543.8 454.2 Property, plant, and equipment, net 575.0 608.1 Operating lease assets, net 33.0 29.5 Goodwill 4.3 4.3 Other intangibles, net 137.3 176.1 Deferred income taxes 87.0 117.0 Restricted investment , net of allowance of $ 0.2 — 84.4 Strategic investments 83.4 83.1 Other assets 73.7 74.9 Noncurrent assets of discontinued operations — 19.5 Total Assets $ 1,537.5 $ 1,651.1 Liabilities Accounts payable $ 88.0 $ 92.0 Accrued expenses 60.3 148.0 Accrued payroll and employee benefits 24.9 34.6 Current operating lease liabilities 12.2 11.8 Notes payable and current maturities of long-term debt 144.0 47.1 Income taxes payable 8.2 4.7 Current liabilities of discontinued operations — 3.1 Current liabilities 337.6 341.3 Long-term debt including finance lease obligations 1,056.2 1,161.4 Noncurrent operating lease liabilities 23.9 22.4 Deferred income taxes 44.2 55.1 Other liabilities 28.7 40.5 Noncurrent liabilities of discontinued operations — 0.7 Total Liabilities 1,490.6 1,621.4 Commitments and contingencies (Note 13) Equity Preferred stock (par value $ 0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at 2026 and 2025) — — Common stock (par value $ 0.01 per share; 300,000,000 shares authorized; 44,217,477 and 43,891,710 issued and 34,483,413 and 35,485,876 outstanding at 2026 and 2025, respectively) 0.4 0.4 Additional paid-in capital 209.1 195.7 Retained earnings 500.0 404.9 Accumulated other comprehensive income (loss) 1.0 0.5 Treasury stock, common stock, at cost ( 9,734,064 shares - 2026 and 8,405,834 shares - 2025) ( 663.6 ) ( 571.8 ) Total Equity 46.9 29.7 Total Liabilities and Equity $ 1,537.5 $ 1,651.1 The accompanying notes are an integral part of these financial statements. 5 INGEVITY CORPORATION Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, In millions 2026 (1) 2025 (1) Cash provided by (used in) operating activities: Net income (loss) $ 95.1 $ ( 126.0 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization 44.7 50.5 Non-cash operating lease costs 5.4 8.3 Deferred income taxes 20.1 ( 5.1 ) Restructuring and other (income) charges, net 14.9 34.2 LIFO charge (liquidation) 0.8 ( 6.5 ) Share-based compensation 9.0 8.5 Impairment of license agreement 2.8 — (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 — Other non-cash items 6.5 5.9 Changes in operating assets and liabilities, net of effect of divestitures: Accounts receivable, net ( 41.0 ) ( 49.1 ) Inventories, net ( 15.4 ) 17.8 Prepaid and other current assets ( 13.2 ) ( 2.0 ) Planned major maintenance outage ( 3.3 ) ( 3.0 ) Accounts payable ( 0.7 ) 6.1 Accrued expenses 12.8 ( 8.2 ) Accrued payroll and employee benefits ( 9.9 ) ( 2.5 ) Income taxes 11.6 9.7 Restructuring and other cash outflow, net ( 15.4 ) ( 23.1 ) Operating leases ( 8.0 ) ( 10.5 ) CTO resales cash inflow, net — 6.2 Litigation settlement payment ( 113.2 ) — Changes in other operating assets and liabilities, net ( 4.9 ) 6.9 Net cash provided by (used in) operating activities $ ( 15.8 ) $ 104.4 Cash provided by (used in) investing activities: Capital expenditures $ ( 20.6 ) $ ( 22.2 ) Proceeds from sale of businesses 156.3 — Proceeds from Restricted investment 47.8 — Proceeds from disposition of assets — 3.6 Other investing activities, net ( 1.8 ) 4.3 Net cash provided by (used in) investing activities $ 181.7 $ ( 14.3 ) Cash provided by (used in) financing activities: Proceeds from revolving credit facility and other borrowings $ 877.5 $ 158.5 Payments on revolving credit facility and other borrowings ( 885.6 ) ( 229.3 ) Debt issuance costs ( 4.0 ) — Finance lease obligations, net ( 0.6 ) ( 0.6 ) Tax payments related to withholdings on vested equity awards ( 5.7 ) ( 2.6 ) Proceeds and withholdings from share-based compensation plans, net 5.8 — Repurchases of common stock under stock repurchase plan ( 86.8 ) — Net cash provided by (used in) financing activities $ ( 99.4 ) $ ( 74.0 ) Increase (decrease) in cash, cash equivalents, and restricted cash 66.5 16.1 Effect of exchange rate changes on cash 1.8 4.4 Change in cash, cash equivalents, and restricted cash 68.3 20.5 Cash, cash equivalents, and restricted cash at beginning of period 112.6 86.6 Cash, cash equivalents, and restricted cash at end of period (2) $ 180.9 $ 107.1 (1) The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. (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. Supplemental cash flow information: Cash paid for interest, net of capitalized interest $ 28.5 $ 37.2 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 Leased assets obtained in exchange for new operating lease liabilities 4.9 0.4 The accompanying notes are an integral part of these financial statements. 6 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 1: Background Description of Business Ingevity Corporation ("Ingevity," "the company," "we," "us," or "our") provides products and technologies that purify, protect, and enhance the world around us. Through a diverse team of talented and experienced people, we develop, manufacture, and bring to market solutions that are largely renewably sourced and help customers solve complex problems while making the world more sustainable. Our products are used in a variety of demanding applications, including automotive gasoline vapor emissions control systems, food, water and chemical filtration, asphalt paving, agrochemical dispersants, bioplastics, coatings, and elastomers. We operate in three reportable segments: 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 On September 3, 2025, Ingevity entered into an Asset Purchase Agreement (the "Purchase Agreement") with Mainstream Pine Products, LLC, a Delaware limited liability company ("Purchaser"), pursuant to which Purchaser agreed to purchase substantially all of the assets and assume and acquire certain of the rights and liabilities of Ingevity or its applicable affiliates that relate to or are used in connection with (a) Ingevity's industrial specialties product line (other than Ingevity's lignin dispersant and alternative fatty acid based products, pavement technologies product line and other businesses and products more fully described in the Purchase Agreement) and (b) Ingevity's North Charleston, South Carolina crude tall oil refinery (the "CTO Refinery") and Ingevity's and its affiliates' operations thereof (collectively, the "Divestiture"). We determined that, upon execution of the Purchase Agreement, the industrial specialties product line and CTO Refinery included within the Divestiture met the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the Divestiture have been reclassified and presented as discontinued operations for all periods presented. The Divestiture was completed on January 1, 2026. Unless otherwise indicated, the information in the notes to the Condensed Consolidated Financial Statements refers only to our continuing operations and does not include discussion of balances or activity of the Divestiture. Refer to Note 16 for more information. Basis of Consolidation and Presentation These unaudited Condensed Consolidated Financial Statements reflect the consolidated operations of the company and have been prepared in accordance with United States Securities and Exchange Commission ("SEC") interim reporting requirements. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for full financial statements and should be read in conjunction with the Annual Consolidated Financial Statements for the years ended December 31, 2025, 2024 and 2023, collectively referred to as the "Annual Consolidated Financial Statements," included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments necessary to fairly present the financial position, results of operations, and cash flows for the interim periods presented and contain adequate disclosures to make the information presented not misleading. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 7 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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. Note 2: New Accounting Guidance The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" or "Codification") is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update ("ASU") to communicate changes to the Codification. We consider the applicability and impact of all ASUs. Recently issued ASUs that are not listed within this Form 10-Q have been assessed and determined to be either not applicable or are not expected to have a material impact on the Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which is intended to enhance disclosures regarding significant expenses. The purpose of the amendment is to provide readers of the financial statements with information to better understand an entity's overall performance, assess potential future cash flows, and compare an entity's performance over time and with that of other entities. The guidance is effective beginning with our 2027 fiscal year Form 10-K. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures. 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. Note 3: Net Sales Disaggregation of Net Sales 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 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. 8 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) The following table presents our Net sales disaggregated by geography, based on the delivery address of our customer. Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 North America (1) $ 178.0 $ 201.1 $ 307.2 $ 329.3 Asia Pacific (1) 77.4 74.7 150.0 143.4 Europe, Middle East, and Africa 47.3 44.2 91.4 85.5 South America 11.4 11.5 23.5 21.2 Net sales $ 314.1 $ 331.5 $ 572.1 $ 579.4 _______________ (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 The contract assets primarily relate to our rights to consideration for products produced but not billed at the reporting date. The contract assets are recognized as accounts receivable when we have an enforceable right to payment for performance completed to date and the customer has been billed. Contract liabilities represent obligations to transfer goods to a customer for which we have received consideration from our customer. For all periods presented, we had no contract liabilities. The following table provides information about contract assets from contracts with certain customers. Contract Asset June 30, In millions 2026 2025 Beginning balance $ 6.9 $ 6.5 Contract asset additions 5.6 5.6 Reclassification to accounts receivable, billed to customers ( 3.8 ) ( 5.0 ) Ending balance (1) $ 8.7 $ 7.1 _______________ (1) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets. 9 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 4: Fair Value Measurements Recurring Fair Value Measurements The following information is presented for assets and liabilities that are recorded on the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that were recorded at fair value between the three-level fair value hierarchy during the periods reported. In millions Level 1 (1) Level 2 (2) Level 3 (3) Total June 30, 2026 Assets: Deferred compensation plan investments (4) $ 1.0 $ — $ — $ 1.0 Total assets $ 1.0 $ — $ — $ 1.0 Liabilities: Deferred compensation arrangement (4) $ 13.7 $ — $ — $ 13.7 Total liabilities $ 13.7 $ — $ — $ 13.7 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total December 31, 2025 Assets: Deferred compensation plan investments (4) $ 3.9 $ — $ — $ 3.9 Total assets $ 3.9 $ — $ — $ 3.9 Liabilities: Deferred compensation arrangement (4) $ 15.9 $ — $ — $ 15.9 Total liabilities $ 15.9 $ — $ — $ 15.9 _______________ (1) Quoted prices in active markets for identical assets. (2) Quoted prices for similar assets and liabilities in active markets. (3) Significant unobservable inputs. (4) Consists of a deferred compensation arrangement through which we hold various investment securities recognized on our condensed consolidated balance sheets. Both the asset and liability related to investment securities are recorded at fair value and are included within "Other assets" and "Other liabilities" on the 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 $ 18.9 million and $ 18.2 million at June 30, 2026 and December 31, 2025, respectively. Nonrecurring Fair Value Measurements 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. 10 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Strategic Investments Equity Method Investments 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 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 Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with the Performance Materials' Wickliffe, Kentucky manufacturing plant at maturity. The trust, presented as Restricted investment on our condensed consolidated balance sheets, originally purchased long-term bonds that mature through 2026. The principal received at maturity of the bonds, along with interest income that is reinvested in the trust, is expected to be equal to or more than the $ 80.0 million finance lease obligation that is due in 2027. Because the provisions of the trust provide us the ability, and it is our intent, to hold the investments to maturity, the investments held by the trust are accounted for as held to maturity ("HTM"); therefore, they are held at their amortized cost. The investments held by the trust earn interest at the stated coupon rate of the invested bonds. Interest earned on the investments held by the trust is recognized and presented as interest income on our condensed consolidated statements of operations. As interest from the bonds is received and as bonds mature, any proceeds not reinvested are held in highly liquid securities and treated as restricted cash. At 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. 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 June 30, 2026. The following table shows the total amortized cost of our HTM debt securities by credit rating, excluding the allowance for credit losses and cash. The primary factor in our expected credit loss calculation is the composite bond rating. As the rating decreases, the risk present in holding the bond is inherently increased, leading to an increase in expected credit losses. HTM Debt Securities In millions AA+ AA- A A- BBB+ Total June 30, 2026 $ 2.7 — — — — $ 2.7 December 31, 2025 $ 13.2 10.5 13.1 3.8 10.0 $ 50.6 11 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Debt and Finance Lease Obligations In millions June 30, 2026 December 31, 2025 Variable interest rate debt (1) $ 354.7 $ 362.8 Fixed rate debt (2) 750.0 750.0 Finance lease obligations (3) 98.1 98.8 Total debt including finance lease obligations $ 1,202.8 $ 1,211.6 _______________ (1) For both periods presented, the carrying value of our variable interest rate debt, including the impact of a $ 200.0 million floating-to-fixed interest rate swap, and excluding debt issuance fees is considered a reasonable estimate of the fair value. (2) 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 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. Note 5: Inventories, net In millions June 30, 2026 December 31, 2025 Raw materials $ 25.5 $ 45.7 Production materials, stores, and supplies 27.6 27.5 Finished and in-process goods 144.9 141.6 Subtotal 198.0 214.8 Less: LIFO reserve ( 44.0 ) ( 28.8 ) 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). Note 6: Property, Plant, and Equipment, net In millions June 30, 2026 December 31, 2025 Machinery and equipment $ 952.8 $ 1,307.3 Buildings and leasehold improvements 194.0 212.5 Land and land improvements 18.3 24.5 Construction in progress 25.8 31.0 Total cost (1) 1,190.9 1,575.3 Less: 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. 12 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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. Note 7: Goodwill and Other Intangible Assets, net Goodwill Reporting Units In millions Performance Materials Pavement Technologies Advanced Polymer Technologies Total Balance as of December 31, 2025 (1) $ 4.3 $ — $ — $ 4.3 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 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. 13 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Other Intangible Assets In millions Customer contracts and relationships Brands (1) Developed Technology Total Gross Asset Value December 31, 2025 (2) $ 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 ) Impairment (4) ( 82.3 ) ( 33.2 ) ( 45.5 ) ( 161.0 ) June 30, 2026 $ 104.4 $ 47.6 $ 20.0 $ 172.0 Accumulated Amortization December 31, 2025 (2) $ ( 88.5 ) $ ( 37.7 ) $ ( 43.6 ) $ ( 169.8 ) 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 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) Represents trademarks, trade names, and know-how. (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 June 30, 2026 December 31, 2025 Performance Materials $ — $ — Pavement Technologies — 8.5 Advanced Polymer Technologies 137.3 167.6 Other intangibles, net $ 137.3 $ 176.1 The amortization expense related to our intangible assets in the table above is shown in the table below. Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Selling, general, and administrative expenses $ 4.6 $ 7.7 $ 9.5 $ 15.2 Total amortization expense $ 4.6 $ 7.7 $ 9.5 $ 15.2 Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: $ 8.2 million for the remainder of 2026, 2027 - $ 16.5 million, 2028 - $ 16.5 million, 2029 - $ 16.5 million, and 2030 - $ 16.5 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates. 14 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 8: Financial Instruments and Risk Management Cash Flow Hedges Foreign Currency Exchange Risk Management 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 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 During the third quarter of 2024, we entered into a floating-to-fixed interest rate swap to convert a notional amount of $ 200.0 million of the variable, Secured Overnight Financing Rate ("SOFR") based interest component of our debt to a fixed rate. In accordance with the terms of this instrument, we receive floating rate interest payments based upon one-month U.S. dollar SOFR, 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 June 30, 2026 2025 2026 2025 Cash flow hedging derivatives: Currency exchange contracts $ — $ ( 0.4 ) $ — $ ( 0.2 ) Net sales Natural gas contracts ( 0.2 ) ( 1.4 ) 0.2 0.1 Cost of sales Interest rate swap contracts 0.1 — — — Interest expense, net 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. 15 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Fair Value Measurements The following information is presented for derivative assets and liabilities that are recorded in the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that are recorded at fair value between 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 June 30, 2026, or December 31, 2025. June 30, 2026 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Currency exchange contracts (4) $ — $ 0.5 $ — $ 0.5 Total assets $ — $ 0.5 $ — $ 0.5 Liabilities: Natural gas contracts (5) $ — $ 0.4 $ — $ 0.4 Currency exchange contracts (5) — 0.5 — 0.5 Total liabilities $ — $ 0.9 $ — $ 0.9 December 31, 2025 In millions Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Currency exchange contracts (4) $ — $ 0.5 $ — $ 0.5 Total assets $ — $ 0.5 $ — $ 0.5 Liabilities: Natural gas contracts (5) $ — $ 0.5 $ — $ 0.5 Currency exchange contracts (5) — 0.5 — 0.5 Interest rate swap contracts (6) — 0.4 — 0.4 Total liabilities $ — $ 1.4 $ — $ 1.4 _______________ (1) Quoted prices in active markets for identical assets. (2) Quoted prices for similar assets and liabilities in active markets. (3) Significant unobservable inputs. (4) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets. (5) Included within "Accrued expenses" on the condensed consolidated balance sheets. (6) Included within "Other liabilities" on the condensed consolidated balance sheets. 16 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 9: Debt, including Finance Lease Obligations Current and long-term debt including finance lease obligations consisted of the following: ​ In millions, except percentages June 30, 2026 December 31, 2025 Revolving Credit Facility and other lines of credit (1)(2) $ 492.0 $ 517.0 3.88 % Senior Notes due 2028 550.0 550.0 Finance lease obligations (3) 98.1 98.8 Accounts receivable securitization (4) 62.7 43.9 Other notes payable — 1.9 Total debt including finance lease obligations 1,202.8 1,211.6 Less: debt issuance costs 2.6 3.1 Total debt including finance lease obligations, net of debt issuance costs 1,200.2 1,208.5 Less: debt maturing within one year (5) 144.0 47.1 Long-term debt including finance lease obligations $ 1,056.2 $ 1,161.4 _______________ (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 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. Refer to Note 4, under the section: Restricted Investment , for more information. Revolving Credit Facility On March 26, 2026, we entered into a Second Amendment and Restatement Agreement (the "Amendment"), which amends and restates our existing credit agreement, dated as of June 23, 2022. Among other things, the Amendment decreased the aggregate amount of the commitments thereunder from $ 1 billion to $ 750 million, and extended the maturity date of our revolving credit facility by five years to March 31, 2031, however, if more than $ 250 million principal amount of the company’s senior unsecured notes due 2028 remain outstanding on the date that is 91 days prior to their stated maturity, the maturity of the revolving credit facility will automatically accelerate to such earlier date. Borrowings under the revolving credit facility bear interest at a rate per annum equal to, at our option, either (a) the applicable term benchmark rate, subject to a 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). 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. 17 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Debt Covenants Our indenture contains certain customary covenants (including covenants limiting Ingevity's and its restricted subsidiaries' ability to grant or permit liens on certain property securing debt, declare or pay dividends, make distributions on or repurchase or redeem capital stock, make investments in unrestricted subsidiaries, engage in sale and lease-back transactions, and engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of the assets of Ingevity and our restricted subsidiaries, taken as a whole) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The occurrence of an event of default under the 2028 Senior Notes could result in the acceleration of the notes of such series and could cause a cross-default resulting in the acceleration of other indebtedness of Ingevity and its subsidiaries. We were in compliance with all covenants under the indenture as of 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. The occurrence of an uncured event of default under the credit agreement could result in all loans and other obligations becoming immediately due and payable and our revolving credit facility being terminated. The credit agreement also contains certain customary covenants, including financial covenants. The revolving credit facility financial covenants require Ingevity to maintain on a consolidated basis a maximum total net leverage ratio of 4.0 to 1.0 (which may be increased to 4.5 to 1.0 under certain circumstances) and a minimum interest coverage ratio of 3.0 to 1.0. As calculated per the credit agreement, our net leverage for the four consecutive quarters ended 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. Note 10: Equity 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 Net income (loss) — — — 59.8 — — 59.8 Other comprehensive income (loss) — — — — ( 2.1 ) — ( 2.1 ) Common stock issued 171 — — — — — — Exercise of stock options, net 59 — 3.3 — — — 3.3 Tax payments related to vested restricted stock units — — — — — ( 4.3 ) ( 4.3 ) Share repurchase program — — — — — ( 52.3 ) ( 52.3 ) Share-based compensation plans — — 4.4 — — 0.4 4.8 Balance at March 31, 2026 44,122 $ 0.4 $ 203.4 $ 464.7 $ ( 1.6 ) $ ( 628.0 ) $ 38.9 Net income (loss) — $ — $ — $ 35.3 $ — $ — $ 35.3 Other comprehensive income (loss) — — — — 2.6 — 2.6 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 June 30, 2026 44,217 $ 0.4 $ 209.1 $ 500.0 $ 1.0 $ ( 663.6 ) $ 46.9 18 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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 June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Foreign currency translation Beginning balance $ ( 4.6 ) $ ( 27.2 ) $ ( 1.9 ) $ ( 44.4 ) Gains (losses) on foreign currency translation 2.8 29.5 0.1 46.7 Other comprehensive income (loss), net of tax 2.8 29.5 0.1 46.7 Ending balance $ ( 1.8 ) $ 2.3 $ ( 1.8 ) $ 2.3 Derivative instruments Beginning balance $ ( 0.4 ) $ 0.7 $ ( 1.0 ) $ 0.5 Gains (losses) on derivative instruments ( 0.1 ) ( 1.8 ) 0.4 ( 1.7 ) Less: tax provision (benefit) — ( 0.4 ) 0.1 ( 0.4 ) Net gains (losses) on derivative instruments ( 0.1 ) ( 1.4 ) 0.3 ( 1.3 ) (Gains) losses reclassified to net income ( 0.2 ) 0.1 0.1 0.3 Less: tax (provision) benefit ( 0.1 ) — — 0.1 Net (gains) losses reclassified to net income ( 0.1 ) 0.1 0.1 0.2 Other comprehensive income (loss), net of tax ( 0.2 ) ( 1.3 ) 0.4 ( 1.1 ) Ending balance $ ( 0.6 ) $ ( 0.6 ) $ ( 0.6 ) $ ( 0.6 ) Pension and other postretirement benefits Beginning balance $ 3.4 $ 2.5 $ 3.4 $ 2.5 Other comprehensive income (loss), net of tax — — — — Ending balance $ 3.4 $ 2.5 $ 3.4 $ 2.5 Total AOCI ending balance at June 30 $ 1.0 $ 4.2 $ 1.0 $ 4.2 19 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Reclassifications of accumulated other comprehensive income (loss) 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) 0.2 0.1 $ ( 0.1 ) $ ( 0.1 ) Total before tax 0.2 ( 0.1 ) ( 0.1 ) ( 0.3 ) (Provision) benefit for income taxes ( 0.1 ) — — 0.1 Amount included in net income (loss) $ 0.1 $ ( 0.1 ) $ ( 0.1 ) $ ( 0.2 ) _______________ (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. Share Repurchases On July 25, 2022, our Board of Directors authorized the repurchase of up to $ 500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization. Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the 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. Note 11: Restructuring and Other (Income) Charges, net Detail on the restructuring charges and other (income) charges, net, is provided below. Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Restructuring charges $ 1.7 $ 7.2 $ 2.2 $ 9.1 Other (income) charges, net — — — — Total Restructuring and other (income) charges, net $ 1.7 $ 7.2 $ 2.2 $ 9.1 20 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Restructuring Charges In millions Severance and other employee-related costs Other charges (income) (1) Asset disposal charges Total Performance Chemicals repositioning (2) $ — $ 0.4 $ — $ 0.4 Other 0.8 0.5 — 1.3 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 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. (2) The Performance Chemicals repositioning began in 2023 and resulted in the completion of the sale of the industrial specialties product line on January 1, 2026. Refer to Note 16 for more information. Restructuring and Other (Income) Charges, net Reserves The following table, inclusive of continuing and discontinued operations shows a roll forward of restructuring reserves that will result in cash spending, the majority of which relate to the Performance Chemicals repositioning. Balance at Change in Cash Balance at In millions December 31, 2025 (1) Reserve (2) Payments Other (3) June 30, 2026 (1) Severance and other employee-related costs $ 1.8 5.7 ( 6.4 ) — $ 1.1 Other charges (income) 4.9 7.9 ( 9.0 ) — 3.8 Restructuring 6.7 13.6 ( 15.4 ) — 4.9 Other (income) charges, net — — — — — Restructuring and Other (income) charges, net reserves $ 6.7 13.6 ( 15.4 ) — $ 4.9 _______________ (1) Included in "Accrued expenses" on the condensed consolidated balance sheets. (2) Includes severance and other employee-related costs, exited leases, and other miscellaneous exit costs. Any asset write-downs including accelerated depreciation and impairment charges are not included in the above table. (3) Primarily foreign currency translation adjustments. 21 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 12: Income Taxes The effective tax rates, including discrete items, were as follows: 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"). The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pre-tax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. The tax effects of discrete items are recognized in the tax provision in the period they occur. Depending on various factors, such as the item's significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter may materially impact the reported effective tax rate. As a global enterprise, our tax expense may be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there may be significant volatility in interim tax provisions. The table below provides a reconciliation between our reported effective tax rates and the EAETR of our continuing operations. Three Months Ended June 30, 2026 2025 In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact Continuing operations $ 50.7 $ 10.9 21.5 % $ ( 136.6 ) $ 4.8 ( 3.5 ) % Discrete items: Restructuring and other (income) charges, net (1) 1.7 0.4 7.2 1.7 (Gain) loss on sale of business (2) ( 8.6 ) ( 2.0 ) — — Long-lived asset impairment charge (3) 32.1 8.0 — — Goodwill impairment (4) — — 183.8 5.1 (Gain) loss on strategic investments (5) — — 2.5 0.6 Proxy contest charges (5) — — 0.3 0.1 Portfolio realignment costs (5) 2.6 0.6 — — 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 EAETR (7) 26.0 % 21.3 % 22 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Six Months Ended June 30, 2026 2025 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) 32.1 8.0 — — Goodwill impairment (4) — — 183.8 5.1 (Gain) loss on strategic investments (5) — — 2.5 0.6 Impairment of license agreement (5) 2.8 0.7 — — Litigation charge (6) 16.2 3.8 — — Portfolio realignment costs (5) 5.2 1.2 — — Proxy contest charges (5) — — 8.2 1.9 Other tax only discrete items — 4.1 — ( 0.5 ) Total discrete items 49.9 16.3 203.6 9.3 Continuing operations, before discrete items $ 130.8 $ 34.0 $ 104.6 $ 22.6 EAETR (7) 26.0 % 21.6 % _______________ (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. The ultimate realization of these deferred tax assets depends on the generation of future taxable income during the periods in which these net operating losses and tax credits are available to be used. 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 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. A release of all or a portion of the valuation allowance could be possible if we determine that sufficient positive evidence becomes available to allow us to reach a conclusion that the valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a reduction to income tax expense for the period the release is recorded. 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. 23 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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. 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 $ 0.4 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. operations. Pillar Two, released by the Organisation for Economic Cooperation and Development (OECD), went into effect on January 1, 2024. Pillar Two's intent is to create a 15% global minimum tax for all jurisdictions in which multinational enterprises operate. To date, fourteen of our reporting jurisdictions have enacted final legislation adopting Pillar Two. While we do not anticipate that this legislation will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate. No tax impacts of Pillar Two were recorded for the quarter ended June 30, 2026. Note 13: Commitments and Contingencies Legal Proceedings On July 19, 2018, we filed suit against BASF Corporation ("BASF") in the United States District Court for the District of Delaware (the "Delaware Proceeding") alleging BASF infringed Ingevity's patent covering canister systems used in the control of automotive gasoline vapor emissions (U.S. Patent No. RE38,844) (the "844 Patent"). On February 14, 2019, BASF asserted counterclaims against us in the Delaware Proceeding, alleging two claims for violations of U.S. antitrust law (one for exclusive dealing and the other for tying) as well as a claim for tortious interference with an alleged prospective business relationship between BASF and a BASF customer (the "BASF Counterclaims"). The BASF Counterclaims relate to our enforcement of the 844 Patent and our entry into several supply agreements with customers of its fuel vapor canister honeycombs. The U.S. District Court dismissed our patent infringement claims on November 18, 2020, and the case proceeded to trial on the BASF Counterclaims in September 2021. On September 15, 2021, a jury in the Delaware Proceeding issued a verdict in favor of BASF on the BASF Counterclaims and awarded BASF damages of approximately $ 28.3 million, which 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. 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 $ 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. 24 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Note 14: Segment Information 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. Segment EBITDA is the primary measure used by the chief operating decision maker ("CODM"), the CEO and President of Ingevity, to evaluate the performance of and allocate resources among our reportable segments. The CODM utilizes Segment EBITDA for each reportable segment in the annual budgeting and forecasting process. Segment EBITDA enables the CODM to compare each business and make informed and consistent resource allocation decisions. Industrial Specialties Divestiture The historical industrial specialties product line that is classified as discontinued operations includes only direct operating expenses which the company 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. Refer to Note 1 for more information. Corporate and other Effective in the fourth quarter of 2025, Corporate and other costs have been excluded from segment EBITDA. These costs are recorded within "Selling, general, and administrative expenses" on our Condensed Consolidated Statements of Operations and are associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity. Additionally, these costs are managed at a corporate level and not directly attributable to our reportable segments. Reporting these costs separately will provide greater transparency into our segment results and cost structure. We have recast the data below to reflect the changes in our reportable segments to conform to the current year presentation. 25 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Segment EBITDA (1)(2) Performance Materials $ 86.1 $ 81.0 $ 178.1 $ 164.5 Pavement Technologies 25.4 28.8 26.0 34.6 Advanced Polymer Technologies 11.2 2.0 18.8 15.6 Total Segment EBITDA (1)(2) 122.7 111.8 222.9 214.7 Interest expense, net ( 14.2 ) ( 18.6 ) ( 30.1 ) ( 38.0 ) (Provision) benefit for income taxes on continuing operations ( 10.9 ) ( 4.8 ) ( 17.7 ) ( 13.3 ) Depreciation and amortization ( 22.0 ) ( 25.2 ) ( 44.7 ) ( 49.7 ) Gain on sale of business (3) 8.6 — 8.6 — 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) ( 7.7 ) ( 7.8 ) ( 16.4 ) ( 16.2 ) Indirect costs allocated to Divestiture (12) — ( 3.0 ) — ( 6.2 ) Net income (loss) from continuing operations $ 39.8 $ ( 141.4 ) $ 63.2 $ ( 112.3 ) _______________ (1) Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, 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. 26 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) (2) Segment expenses included within the primary measure used by our CODM are included within the below table. Three Months Ended June 30, 2026 2025 In millions PM PT APT PM PT APT Net sales (i) $ 160.6 $ 104.2 $ 49.3 $ 153.9 $ 134.3 $ 43.3 Less: Cost of sales (ii) 60.0 67.3 32.6 58.8 92.9 35.7 Selling, general, and administrative expenses (ii) (iii) (iv) 13.8 11.2 5.5 12.4 12.7 5.7 Other (income) expense, net (v) 0.7 0.3 — 1.7 ( 0.1 ) ( 0.1 ) Segment EBITDA $ 86.1 $ 25.4 $ 11.2 $ 81.0 $ 28.8 $ 2.0 Six Months Ended June 30, 2026 2025 In millions PM PT APT PM PT APT Net sales (i) $ 316.0 $ 162.5 $ 93.6 $ 300.7 $ 193.2 $ 85.5 Less: 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. Refer to Note 3 for a reconciliation to consolidated Net sales. (ii) Excludes Depreciation and amortization. (iii) Includes Research and technical expenses. (iv) Excludes Corporate and other costs. (v) We have excluded the following items from Other (income) expense, net: 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 June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Performance Materials $ 1.0 $ — $ 1.5 $ — Pavement Technologies 0.7 0.6 1.8 1.2 Advanced Polymer Technologies — 5.9 ( 1.1 ) 6.5 Indirect costs allocated to Divestiture — 0.7 — 1.4 Restructuring and other (income) charges, net $ 1.7 $ 7.2 $ 2.2 $ 9.1 27 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) (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. (8) Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest. (9) Charges represent professional service fees related to a review of the company's portfolio. (10) Charge represents a litigation charge related to the BASF verdict. Refer to Note 13 for more information. (11) Corporate and other costs is defined as costs associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity. Also includes corporate administrative function share of information technology, safety, health, accounting and human resource departments. (12) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment. Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Cost of sales $ — $ 1.2 $ — $ 3.7 Selling, general, and administrative expenses — 1.8 — 2.5 Indirect costs allocated to Divestiture $ — $ 3.0 $ — $ 6.2 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 Pavement Technologies 3.5 6.0 7.0 11.9 Advanced Polymer Technologies 7.4 8.3 15.7 16.0 Indirect costs allocated to Divestiture (1) — 1.0 — 2.0 Total depreciation and amortization $ 22.0 $ 25.2 $ 44.7 $ 49.7 _______________ (1) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment. 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 Pavement Technologies 3.2 1.5 7.2 2.7 Advanced Polymer Technologies 1.4 3.7 2.1 7.4 Total capital expenditures $ 10.3 $ 12.1 $ 20.6 $ 22.1 28 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Total assets In millions June 30, 2026 December 31, 2025 Performance Materials $ 847.1 $ 822.7 Pavement Technologies 326.7 357.7 Advanced Polymer Technologies (1) 313.8 380.9 Total segment assets 1,487.6 1,561.3 Corporate and other (2) 49.9 54.4 Assets of discontinued operations — 35.4 Total assets $ 1,537.5 $ 1,651.1 _______________ (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." Note 15: Earnings (Loss) per Share Three Months Ended June 30, Six Months Ended June 30, In millions (except share and per share data) 2026 2025 2026 2025 Net income (loss) from continuing operations $ 39.8 $ ( 141.4 ) $ 63.2 $ ( 112.3 ) Net income (loss) from discontinued operations ( 4.5 ) ( 5.1 ) 31.9 ( 13.7 ) Net income (loss) $ 35.3 $ ( 146.5 ) $ 95.1 $ ( 126.0 ) Basic and Diluted earnings (loss) per share Basic earnings (loss) per share from continuing operations $ 1.15 $ ( 3.87 ) $ 1.81 $ ( 3.08 ) Basic earnings (loss) per share from discontinued operations ( 0.13 ) ( 0.15 ) 0.91 ( 0.38 ) Basic earnings (loss) per share (1) $ 1.02 $ ( 4.02 ) $ 2.72 $ ( 3.46 ) Diluted earnings (loss) per share from continuing operations $ 1.13 $ ( 3.87 ) $ 1.78 $ ( 3.08 ) Diluted earnings (loss) per share from discontinued operations ( 0.13 ) ( 0.15 ) 0.89 ( 0.38 ) Diluted earnings (loss) per share (1) $ 1.00 $ ( 4.02 ) $ 2.67 $ ( 3.46 ) Shares (in thousands) Weighted average number of common shares outstanding - Basic 34,690 36,461 34,972 36,422 Weighted average additional shares assuming conversion of potential common shares 589 — 661 — Shares - diluted basis 35,279 36,461 35,633 36,422 _______________ (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. 29 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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 June 30, Six Months Ended June 30, In thousands 2026 2025 2026 2025 Average number of potential common shares - antidilutive 101 438 88 368 Note 16: Divestitures 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 $ 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. 30 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) The results of our discontinued operations are summarized below: Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Net sales $ — $ 33.6 $ — $ 69.7 Cost of sales — 23.5 — 58.1 Gross profit — 10.1 — 11.6 Selling, general, and administrative expenses — 0.6 — 1.8 Research and technical expenses — 0.8 — 1.5 Restructuring and other (income) charges, net 4.8 14.7 12.6 25.1 (Gain) loss on sale of business (1)(2)(3) 1.4 — ( 54.2 ) — Other (income) expense, net — 0.1 — 0.1 Income (loss) from discontinued operations before income taxes ( 6.2 ) ( 6.1 ) 41.6 ( 16.9 ) Provision (benefit) for income taxes on discontinued operations ( 1.7 ) ( 1.0 ) 9.7 ( 3.2 ) Income (loss) from discontinued operations, net of income taxes $ ( 4.5 ) $ ( 5.1 ) $ 31.9 $ ( 13.7 ) _______________ (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. 31 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) 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 June 30, 2026 December 31, 2025 Assets (Unaudited) (Unaudited) Accounts receivable, net $ — $ 6.5 Inventories, net (1) — 9.4 Current assets of discontinued operations — 15.9 Property, plant, and equipment, net — 15.4 Operating lease assets, net — 4.1 Noncurrent assets of discontinued operations — 19.5 Total Assets of discontinued operations $ — $ 35.4 Liabilities Accrued payroll and employee benefits $ — $ 0.6 Current operating lease liabilities — 2.5 Current liabilities of discontinued operations — 3.1 Noncurrent operating lease liabilities — 0.7 Noncurrent liabilities of discontinued operations — 0.7 Total Liabilities of discontinued operations $ — $ 3.8 _______________ (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: Six Months Ended June 30, In millions 2026 2025 Cash provided by (used in) operating activities: Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization $ — $ 0.8 Restructuring and other (income) charges, net 12.6 25.1 LIFO charge (liquidation) — ( 9.5 ) (Gain) loss on sale of business ( 54.2 ) — Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: Restructuring and other cash outflow, net ( 14.1 ) ( 18.4 ) CTO resales cash inflow (outflow), net — 6.2 Cash provided by (used in) investing activities: Capital expenditures $ — $ ( 0.1 ) 32 INGEVITY CORPORATION Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) Performance Chemicals' Road Markings Product Line Disposition 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. 33