Skip to main content

Ingevity Corp

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

View on SEC.gov

About this filing

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.

See the whole filing, with its images and exhibits
Contents

Restructuring and Other (Income) Charges, net

Index

Note 15: Restructuring and Other (Income) Charges, net

Detail on the restructuring charges and other (income) charges, net is provided below.

Years Ended December 31,
In millions202520242023
Restructuring charges$12.8$6.9$35.2
Other (income) charges, net—11.218.2
Total Restructuring and other (income) charges, net$12.8$18.1$53.4

Restructuring Charges

In millionsSeverance and other employee-related costsOther charges (income) (1)Asset disposal charges (2)Total
Performance Chemicals repositioning$—$2.1$—$2.1
Other (3)5.21.04.510.7
Year ended December 31, 2025$5.2$3.1$4.5$12.8
Performance Chemicals repositioning2.02.6—4.6
Other (3)0.30.41.62.3
Year ended December 31, 2024$2.3$3.0$1.6$6.9
Performance Chemicals repositioning3.07.413.323.7
Other (3)8.9—2.611.5
Year ended December 31, 2023$11.9$7.4$15.9$35.2

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

(2) Primarily represents accelerated depreciation and amortization, and impairment charges on certain assets, which were or are to be disposed of or abandoned. Also included, to the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations related to asset disposal charges that are included within restructuring charges.

(3) During 2025 and 2024, we took further steps to streamline our cost structure and improve profitability, resulting in additional restructuring charges of $10.7 million and $2.3 million, respectively. During 2023, we incurred severance and asset charges associated with targeted workforce reduction initiatives.

Performance Chemicals Repositioning and Industrial Specialties Divestiture

Beginning in 2023, following a sharp decline in volumes in the industrial end markets served by our Performance Chemicals industrial specialties product line, we announced a series of strategic initiatives designed to right-size our cost structure, streamline our footprint, and strengthen the overall resilience of the Company. Collectively, these initiatives are referred to as the Performance Chemicals ("PC") Repositioning Actions.

The PC Repositioning Actions were designed to:

Prioritize growth in our higher-margin Performance Chemicals product lines, such as pavement technologies;

Improve the financial performance of the industrial specialties product line; and

Reduce exposure to lower-margin, more cyclical end-use markets, including adhesives, publication inks, and oilfield applications, which historically represented approximately 45 percent of our industrial specialties product line's pre-2023 annualized net sales.

The actions completed through fiscal year 2024 successfully enhanced the financial performance of the industrial specialties product line and positioned that business for strategic alternatives. As a result, on January 16, 2025, we announced our intention to pursue a potential sale of the product line. On September 3, 2025, Ingevity entered into a sales agreement to sell substantially all of the assets, rights, and liabilities associated with the industrial specialties product line and the CTO refinery, (collectively, the "Divestiture"). Upon execution of the sales agreement, the industrial specialties product line and the CTO refinery included in the Divestiture met the criteria for classification as discontinued operations. As such, the results of

Index

operations of the Divestiture have been reclassified and presented as discontinued operations for all periods presented. The sale was completed on January 1, 2026. See Note 20 for more information.

Status and Charges To Date

We have substantially completed all activities associated with the restructuring program and expect the plan to be completed in 2026. The PC Repositioning Actions restructuring program is expected to result in total charges of approximately $370 million, consisting primarily of:

$255 million in non-cash asset-related charges; and

$115 million in cash charges, including:

$25 million in severance and other employee-related costs, and

$90 million in other restructuring costs, including decommissioning, dismantling, and removal charges, and contract termination costs.

We expect to incur approximately $10 million of additional cash charges during 2026.

Through December 31, 2025, we have incurred $353.7 million in total charges, including $248.3 million of non-cash asset-related charges and $105.4 million in cash charges. As of December 31, 2025, we have paid $91.3 million of the cash charges.

The charges expected in connection with these actions are subject to several assumptions and risks, and actual results may differ materially. Additional charges may arise from events related to or resulting from these actions.

Other (income) charges, net

North Charleston plant transition

Our North Charleston, South Carolina Performance Chemicals manufacturing plant has historically been co-located with a Smurfit WestRock Company ("WestRock") paper mill. In May 2023, WestRock announced that it would permanently cease operating its North Charleston paper mill by August 31, 2023 and notified us that it was terminating the shared services in accordance with our operating agreement. WestRock ceased production at their North Charleston paper mill in June 2023. During 2023, we executed a transition plan to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment. During the years ended December 31, 2025 and 2024, we incurred charges ofzero and $11.2 million, including zero and $4.8 million in asset disposal costs, respectively.

Index

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 millions12/31/2024 (1)Reserve (2)PaymentsOther (3)12/31/2025 (1)
Severance and other employee-related costs$4.25.1(7.5)—$1.8
Other charges (income)0.942.6(38.6)—4.9
Restructuring5.147.7(46.1)—6.7
Other (income) charges, net—————
Restructuring and Other (income) charges, net reserves$5.147.7(46.1)—$6.7
Balance at · Change in · Cash · Balance at
In millions12/31/2023 (1)Reserve (2)PaymentsOther (3)12/31/2024 (1)
Severance and other employee-related costs$7.310.1(13.0)(0.2)$4.2
Other charges (income)0.940.1(39.9)(0.2)0.9
Restructuring8.250.2(52.9)(0.4)5.1
Other (income) charges, net—6.4(6.4)——
Restructuring and Other (income) charges, net reserves$8.256.6(59.3)(0.4)$5.1

(1) Included in "Accrued expenses" on the consolidated balance sheets.

(2) Includes severance and other employee-related costs, exited leases, CTO supply contract terminations 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.