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Ingevity Corp

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

NGVT$60.78-2.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Forward-Looking Statements

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that reflect our current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance. Forward-looking statements are often characterized by words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "prospects," "potential," "outlook," "guidance," and "forecast," and other words, terms and phrases of similar meaning.

These statements, by their nature, involve certain estimates, expectations, projections, forecasts and assumptions, and are subject to various risks and uncertainties that are difficult to predict and often beyond our control. These risks and uncertainties may, and often do, cause actual results to differ materially from those contained in a forward-looking statement. Accordingly, readers are cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement is based on information currently available to us and speaks only as of the date that it is made. We have no duty, and undertake no obligation, to update any forward-looking statement to reflect developments occurring after the statement is made.

The risks and uncertainties that may cause actual results to differ materially from those indicated in any forward-looking may be included with the forward-looking statement itself. Other such risks and uncertainties include, but are not limited to, those discussed in Item 1A. Risk Factors in this report, as well as the following:

our review of strategic alternatives for the Advanced Polymer Technologies ("APT") segment and Performance Chemicals road markings product line may not result in a transaction to sell one or both;

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

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

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

leadership transitions within our organization;

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

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

if more stringent air quality standards worldwide are not adopted, our growth could be impacted;

we face competition from substitute products, new technologies, and new or emerging competitors;

we may be adversely affected by a decrease in government infrastructure spending;

adverse conditions in cyclical end markets may continue to adversely affect demand for our products;

lack of access to raw materials upon which we depend would impact our ability to produce our products;

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

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

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

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

we are dependent upon attracting and retaining key personnel;

we are dependent on certain large customers;

from time to time, we are and may be engaged in legal actions associated with our intellectual property rights;

if we are unable to protect our intellectual property and other proprietary information, we may lose significant competitive advantage;

information technology security breaches and other disruptions;

government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs, the chemicals industry and subsidies or incentives that may impact key raw materials or products may adversely affect financial results; and

losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes.

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