Ingevity Corp
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
NGVT$60.12-5.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001653477-25-000127
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001653477-26-000035
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 133 current paragraphs.
67 unchanged; 34 reworded; 32 added; 56 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
•our review of strategic alternatives for the Advanced Polymer Technologies ("APT") segment may not result in a transaction;
Current report
•if the review of strategic alternatives for APT results in a transaction, 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 transaction;
Current report
Legal Proceedings
Current report
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.
Current report
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. In addition, BASF indicated it would seek attorneys' fees and costs in amounts that they would allege and have to demonstrate at a future date.
Current report
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.
Current report
The full amount of the settlement of $113.2 million is accrued in "Accrued expenses" on the condensed consolidated balance sheet as of March 31, 2026 and the $16.2 million charge taken during the quarter was included within "Other (income) expense, net" on the condensed consolidated statements of operations for the quarter ended March 31, 2026.
Current report
Road Markings Product Line Disposition
Current report
On April 15, 2026, we completed the sale of our road markings product line to PPG Industries Inc. for $65 million, subject to customary adjustments for working capital, indebtedness and transaction expenses (the "Disposition").
Current report
The Disposition does not meet the accounting criteria to be classified as assets held for sale as of March 31, 2026, nor does the transaction represent a strategic shift in the Company's future operations and financial results requiring presentation as a discontinued operation.
Current report
Revolving Credit Facility
Current report
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.
Current report
Among other things, the Amendment decreased the aggregate amount of the commitments thereunder from $1 billion to $750 million, and extended the maturity date of our revolving credit facility by five years to March 31, 2031, however, if more than $250 million principal amount of the Company’s senior unsecured notes due 2028 remain outstanding on the date that is 91 days prior to their stated maturity, the maturity of the revolving credit facility will automatically accelerate to such earlier date. Borrowings under the revolving credit facility bear interest at a rate per annum equal to, at our option, either (a) the applicable term benchmark rate, subject to a 0.00% floor, or (b) a base rate, in each case, plus an applicable margin of 1.00% to 1.75% for term benchmark loans and 0.00% to 0.75% for base rate loans. 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).
Current report
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.
Current report
Performance Chemicals Repositioning and Industrial Specialties Divestiture
Current report
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 operations of the Divestiture have been reclassified and presented as discontinued operations for all periods presented. The sale was completed on January 1, 2026.
Current report
We received all-cash proceeds of $93.1 million, inclusive of traditional working capital adjustments, and recorded a gain of $55.6 million within "(Gain) loss on sale of business" within discontinued operations. See Note 16 for more information.
Current report
Net sales increased four percent from the prior year driven by price increases in the Performance Materials reportable segment and pavement technologies product line and favorable foreign exchange.
Current report
Three Months Ended March 31, 2026 vs 2025
Current report
The Net sales increase of $10.1 million in 2026 was driven by favorable pricing and sales mix of $6.5 million (three percent), favorable foreign currency exchange of $3.2 million (one percent), and a volume increase of $0.4 million (zero percent).
Current report
Performance Materials Net sales increased six percent compared to the prior year quarter driven by annual pricing actions and a favorable mix as a shift in consumer preferences from battery electric vehicles to hybrids continued. Segment EBITDA was up 10 percent to $92.0 million driven by improved price and mix, higher volume, and higher plant utilization in the quarter to build inventory ahead of planned outages in the second quarter, which more than offset higher SG&A and other expenses. Segment EBITDA margin improved 230 basis point to 59.2% compared to 56.9% in the prior year.
Current report
Segment net sales. The increase of $8.6 million in 2026 was driven by favorable pricing and sales mix of $5.2 million (four percent), volume growth of $2.8 million (two percent), and favorable foreign currency exchange of $0.6 million (zero percent).
Current report
Performance Chemicals Net sales, which include the road markings product line divested on April 15, 2026, were $58.3 million, similar to the prior year. Pavement Technologies sales were flat, as improvements in price and mix were offset by lower volumes. Sales in Road Markings declined 10 percent, driven by continued competitive pressure impacting volumes, while pricing remained stable. Segment EBITDA of $0.6 million declined $5.2 million from the prior year driven primarily by lower plant utilization in Road Markings compared to the first quarter of 2025. Segment EBITDA margin was 1.0% compared to 9.8% in the prior year.
Current report
Segment net sales. The decrease of $0.6 million in 2026 was driven by a volume decline of $2.9 million (five percent), as a result of a decrease in pavement technologies ($2.0 million) and road markings ($0.9 million), partially offset by favorable pricing and sales mix of $1.8 million (three percent), driven by pavement technologies ($1.8 million), and favorable foreign currency exchange of $0.5 million (one percent).
Current report
Segment EBITDA. The decrease of $5.2 million in 2026 was driven by increased manufacturing costs of $5.4 million, a volume decline of $0.9 million, increased SG&A expenses of $0.4 million, and unfavorable foreign currency exchange and other charges of $0.3 million. The decrease was partially offset by favorable pricing and sales mix of $1.8 million.
Current report
Advanced Polymer Technologies Net sales of $44.3 million increased five percent as favorable foreign exchange and higher volume more than offset decline in price due to unfavorable mix. Segment EBITDA for the quarter was $7.6 million compared to $13.6 million in the prior year due primarily to an inventory build in the first quarter of 2025, in anticipation of a material planned outage in the second quarter of 2025. Segment EBITDA margin was 17.2% compared to 32.2% in the prior year.
Current report
Segment EBITDA. The decrease of $6.0 million in 2026 was driven by increased manufacturing costs of $6.0 million, unfavorable pricing and sales mix of $0.5 million, and unfavorable foreign currency exchange and other charges of $0.2 million. The decrease was partially offset by lower SG&A of $0.5 million, and volume growth of $0.2 million.
Current report
We are reaffirming our previously disclosed outlook, excluding the contributions from the divested road markings product line beginning April 15, 2026. Our outlook includes a full year of operating results for the Advanced Polymer Technologies reportable segment. Our outlook excludes the divested industrial specialties product line, as the sale closed on January 1, 2026.
Current report
Net sales are expected to be between $1.05 billion and $1.15 billion for 2026. We expect Net sales in our Performance Materials reportable segment to grow low-single digits as increased pricing on select products partially offsets forecasted decline in global automotive production for ICE powertrains compared to the prior year. We expect Net sales in our Performance Chemicals reportable segment, excluding the divested road markings product line beginning April 15, 2026, to grow mid-single digits through continued adoption of our warm mix asphalt products. For our Advanced Polymer Technologies reportable segment, we expect Net sales to grow low-single digits, reflecting a mild recovery in industrial end markets.
Current report
Adjusted EBITDA is expected to be between $370 million and $395 million for 2026. We expect our Performance Materials reportable segment to maintain segment EBITDA margins consistent with 2025, as revenue growth is partially offset by selective growth opportunities. In our Performance Chemicals reportable segment, we expect segment EBITDA margins in the high-teens. The segment is expected to benefit from revenue growth but will be burdened by indirect costs from the divested industrial specialties and road markings product lines. We anticipate that our Advanced Polymer Technologies reportable segment EBITDA will improve versus prior year as volume growth is partially offset by defensive pricing actions to maintain segment EBITDA margins of around 20 percent. Corporate and Other costs are expected to be consistent with 2025.
Current report
The divestitures of the industrial specialties and road markings product lines resulted in indirect costs of between $19 million and $21 million. We expect to eliminate at least $15 million of these indirect costs over the course of 2026, with the full run rate of those savings achieved in 2027. We expect to be burdened by approximately $12 million to $18 million of indirect costs from the divested industrial specialties and road markings product lines in 2026, the majority of which will be absorbed by our Performance Chemicals reportable segment.
Current report
Our effective tax rate is expected to be between 22 to 24 percent. We expect to recognize between $90 million and $95 million of depreciation and amortization, adjusted for the divested road marking product line, in 2026.
Removed paragraphs (56)
Previous report
•the anticipated timing, charges, costs and results of any current or future repositioning of our Performance Chemicals segment, including the announced sale of substantially all of the assets that relate to or are used in connection with our industrial specialties product line and our North Charleston crude tall oil refinery (the "Divestiture"), the oleo-based product refining transition and the closure of our plants in DeRidder, Louisiana and Crossett, Arkansas, may differ materially from our estimates due to events that may occur as a result of, or in connection with, such repositioning efforts;
Previous report
•the risks that are associated with the co-located businesses following consummation of the Divestiture and potential impacts to our plant operations;
Previous report
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 will 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, road 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"). The Company has determined that the industrial specialties product line and CTO Refinery included within the Divestiture meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above as the Divestiture, are presented as discontinued operations. The Divestiture is expected to close by early 2026. Refer to Note 16 for more information.
Previous report
Performance Chemicals Repositioning
Previous report
We previously announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the company as a whole. These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies. The repositioning focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales. See Note 16 for more information.
Previous report
Expected Charges
Previous report
Inclusive of continuing and discontinued operations, as part of the repositioning we expected to incur aggregate charges of approximately $365 million, excluding CTO resale activity, associated with the Performance Chemicals repositioning, consisting of approximately $255 million in asset-related charges, approximately $25 million in severance and other employee-related costs, and approximately $85 million in other restructuring costs, including decommissioning, dismantling and removal charges, and contract termination costs.
Previous report
Through September 30, 2025, we have incurred $344.7 million associated with these actions, including $248.0 million of non-cash asset-related charges, and $96.7 million of charges to be settled in cash. As of September 30, 2025, $83.1 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred. In total, we expect approximately $110 million of cash charges, including approximately $5 million during the remainder of 2025.
Previous report
Expected Savings and Impact
Previous report
Inclusive of continuing and discontinued operations, since November of 2023, we have realized total cash savings of approximately $103 million, including $82 million in Cost of sales, $16 million in Selling, general, and administrative expenses, and $5 million in Research and technical expenses, respectively. All cash savings have been realized as of September 30, 2025.
Previous report
These cash savings have been derived from headcount reductions, plant operating efficiencies, and reduced supply chain costs. Collectively, these savings have been realized in the following financial statement captions: approximately 70-80 percent in Cost of sales, approximately 15-25 percent in Selling, general, and administrative expenses, and approximately 5 percent in Research and technical expenses, all presented on our condensed consolidated statements of operations.
Previous report
In addition to the cash savings, we have realized savings of approximately $12 million in lower full year depreciation and intangible amortization expenses, respectively. All savings have been realized as of September 30, 2025.
Previous report
The charges we currently expect to incur in connection with these actions are subject to a number of assumptions and risks, and actual results may differ materially. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or in connection with, these actions.
Previous report
Net sales were flat to the prior year. Increased Net sales in the Performance Chemicals reportable segment's road technologies product line and Performance Materials reportable segment was offset by lower volumes in Advanced Polymer Technologies due to the indirect impact of tariffs.
Previous report
The Net sales decrease of $0.7 million in 2025 was driven by a volume decline of $1.4 million (zero percent) and unfavorable pricing and sales mix of $0.3 million (zero percent). This decline was partially offset by favorable foreign currency exchange of $1.0 million (zero percent).
Previous report
The Net sales decrease of $24.3 million in 2025 was driven by a volume decline of $37.3 million (four percent). This decline was partially offset by favorable pricing and sales mix of $11.9 million (one percent) and favorable foreign currency exchange of $1.1 million (zero percent).
Previous report
Gross profit increase of $2.3 million was driven primarily by decreased manufacturing costs of $5.4 million, favorable foreign currency exchange of $2.8 million, favorable pricing and sales mix of $0.5 million, and favorable sales volume of $0.2 million. This increase was partially offset by LIFO charges of $6.6 million.
Previous report
SG&A was $129.6 million (14 percent of Net sales) and $119.5 million (13 percent of Net sales) for the nine months ended September 30, 2025 and 2024, respectively. Overall, SG&A increased by $10.1 million (eight percent), driven by increased variable incentive compensation of $10.2 million, partially offset by decreased spending on commercial activities of $0.1 million.
Previous report
Research and technical expenses as a percentage of Net sales was 2.1 percent and 1.9 percent for the three months ended September 30, 2025 and 2024, respectively. Overall, Research and technical expenses increased by $0.8 million, compared to the prior year quarter, primarily driven by an increase within our Performance Materials reportable segment.
Previous report
Goodwill impairment charge
Previous report
Goodwill impairment charge of zero and $183.8 million for the three and nine months ended September 30, 2025, respectively, within our Advanced Polymer Technologies reportable segment. Goodwill impairment charge of zero and $306.6 million for the three and nine months ended September 30, 2024, respectively, within our Performance Chemicals reportable segment. See Note 7 for more information.
Previous report
Acquisition-related costs
Previous report
Acquisition-related (income) costs were zero for the three and nine months ended September 30, 2025, and $(0.1) million and zero for the three and nine months ended September 30, 2024, respectively. All charges relate to the integration of Ozark Materials into our Performance Chemicals reportable segment.
Previous report
Performance Materials Net sales increased three percent compared to the prior year quarter reflecting improved global automobile production. Segment EBITDA for Performance Materials decreased $0.7 million or one percent, and Segment EBITDA margin declined to 51.5 percent. The margin was lower due to higher variable compensation and foreign currency exchange, which offset the benefits from increased volumes and price.
Previous report
Segment net sales. The increase of $2.3 million in 2025 was driven by favorable pricing and sales mix of $3.4 million (one percent), partially offset by a volume decline of $1.1 million (zero percent).
Previous report
Segment EBITDA. The decrease of $4.7 million in 2025 was driven by increased SG&A and research and technical expenses of $7.9 million, LIFO charges of $2.5 million, volume decline of $0.7 million, and increased manufacturing costs of $0.6 million. The decrease was partially offset by favorable pricing and sales mix of $4.0 million, and favorable foreign currency exchange and other charges of $3.0 million.
Previous report
Performance Chemicals Net sales increased $6.0 million (four percent) compared to the prior year quarter, primarily due to higher sales in the North American pavement market within our road technologies product line. Segment EBITDA increased$0.5 million or two percent. Segment EBITDA margin was down to 17.7%, primarily due to lower pricing in road markings products within our road technologies product line to address competitive pressures.
Previous report
Segment net sales. The increase of $6.0 million in 2025 was driven by volume growth of $4.5 million (three percent), and favorable pricing and sales mix of $1.5 million (one percent).
Previous report
Segment EBITDA. The increase of $0.5 million in 2025 was driven by lower manufacturing costs of $5.8 million, favorable pricing and sales mix of $1.5 million, volume growth of $1.3 million, and favorable foreign currency exchange and other charges of $1.5 million. The increase was partially offset by LIFO charges of $6.4 million, and increased SG&A of $3.2 million.
Previous report
Segment net sales. The decrease of $5.6 million in 2025 was driven by a volume decline of $17.0 million (five percent), and unfavorable foreign currency exchange of $0.2 million (zero percent). This was partially offset by favorable pricing and sales mix of $11.6 million (three percent).
Previous report
Segment EBITDA. The increase of $9.8 million in 2025 was driven by decreased manufacturing costs of $20.9 million, favorable pricing and sales mix of $11.7 million, and favorable foreign currency exchange and other charges of $3.1 million. The increase was partially offset by LIFO charges of $13.7 million, a volume decline of $6.6 million, and increased SG&A of $5.6 million.
Previous report
Advanced Polymer Technologies Net sales decreased 22 percent compared to the prior year quarter reflecting continued pressure from indirect tariff impacts that depressed demand in customers’ end markets, continued weak industrial demand, and increased competition in China. Segment EBITDA increased by one percent, driven by lower raw material costs, improved operational efficiencies, and favorable foreign currency exchange.
Previous report
Segment net sales. The decrease of $10.6 million in 2025 was driven by a volume decline of $10.5 million (22 percent) and unfavorable pricing and sales mix of $1.1 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $1.0 million (two percent).
Previous report
Segment EBITDA. The increase of $0.1 million in 2025 was driven by decreased manufacturing costs of $3.7 million, and favorable foreign currency exchange and other charges of $2.8 million. The increase was partially offset by a volume decline of $3.9 million, unfavorable pricing and sales mix of $1.6 million, and increased SG&A of $0.9 million.
Previous report
Segment net sales. The decrease of $21.0 million in 2025 was driven by a volume decline of $19.2 million (13 percent) and unfavorable pricing and sales mix of $3.1 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $1.3 million (one percent).
Previous report
Segment EBITDA. The decrease of $5.8 million in 2025 was driven by a volume decline of $7.2 million, unfavorable pricing and sales mix of $3.6 million, and increased SG&A of $2.1 million. The decrease was partially offset by decreased manufacturing costs of $4.8 million and favorable foreign currency exchange and other charges of $2.3 million.
Previous report
Discontinued Operations
Previous report
(1) EBITDA from discontinued operations is defined as net sales from discontinued operations less operating expenses from discontinued operations (operating expenses from discontinued operations 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 EBITDA from discontinued operations: income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, and pension and postretirement settlement and curtailment income (charges), net.
Previous report
(3) During the second quarter of 2024, the company concluded that the carrying value of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge.
Previous report
(4) Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes. On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated. As a result of the termination, the purchases under the CTO supply contract ended effective June 30, 2024. The CTO resale activity described above ended in 2024.
Showing the first 40 of 56 passages. Open the source sections for the rest.
Reworded paragraphs (34)
Previous wording
Unless otherwise indicated, the information in MD&A refer only to our continuing operations. See Note 1 and 16 for more information.
Current wording
Unless otherwise indicated, the information in MD&A refers only to our continuing operations. See Note 1 and 16 for more information.
Previous wording
•the Divestiture may not be consummated and, if consummated, may not yield the expected results or benefits;
Current wording
•any transaction we enter into, including the sale of our road markings product line and 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;
Previous wording
•we are exposed to risks related to our international sales and operations, including changes in tariffs;
Current wording
•we are exposed to risks related to our international sales and operations, including recent changes in tariffs and trade policies;
Previous wording
•we are dependent upon third parties for the provision of certain critical operating services at several of our facilities;
Current wording
•we are dependent upon third parties for the provision of certain critical operating services at several of our plants;
Previous wording
•we may continue to be adversely affected by disruptions in our supply chain;
Current wording
•we may be adversely affected by disruptions in our supply chain;
Previous wording
•the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, planned and unplanned production slowdowns and shutdowns, turnarounds and outages, which could result in operational disruptions of varied duration;
Current wording
•the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, which could result in operational disruptions of varied duration;
Previous wording
Ingevity Corporation 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 adhesives, agrochemicals, asphalt paving, bioplastics, coatings, elastomers, lubricants, paint for road markings, oil drilling, and automotive components. We operate in three reportable segments: Performance Materials, Performance Chemicals and Advanced Polymer Technologies.
Current wording
Ingevity Corporation 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, elastomers, and paint for road markings. We operate in three reportable segments: Performance Materials, Performance Chemicals and Advanced Polymer Technologies.
Previous wording
Gross profit increase of $8.8 million was driven primarily by decreased manufacturing costs of $22.7 million, favorable pricing and sales mix of $12.1 million, and favorable foreign currency exchange of $4.7 million. This increase was partially offset by LIFO charges of $16.2 million, and unfavorable sales volume of $14.5 million.
Current wording
Gross profit increase of $4.5 million in 2026 was driven by favorable pricing and sales mix of $6.5 million, favorable sales volume of $2.2 million, and LIFO impacts of $0.7 million. This increase was partially offset by increased manufacturing costs of $4.7 million, and unfavorable foreign currency exchange of $0.2 million.
Previous wording
SG&A was $44.1 million (13 percent of Net sales) and $37.9 million (11 percent of Net sales) for the three months ended September 30, 2025 and 2024, respectively. Overall, SG&A increased by $6.2 million (16 percent), primarily driven by increased variable incentive compensation of $6.4 million, partially offset by decreased spending on commercial activities of $0.2 million.
Current wording
SG&A was $40.7 million (16 percent of Net sales) and $41.9 million (17 percent of Net sales) for the three months ended March 31, 2026 and 2025, respectively. Overall, SG&A decreased by $1.2 million (three percent), driven by decreased intangible amortization expense of $2.3 million, and decreased spending on commercial activities of $0.4 million, partially offset by increased variable incentive compensation of $1.5 million.
Previous wording
Research and technical expenses as a percentage of Net sales was 2.3 percent and 1.9 percent for the nine months ended September 30, 2025 and 2024, respectively. Research and technical expenses as a percentage of Net sales increased due to lower sales. Overall, Research and technical expenses increased by $3.0 million, compared to the prior year, primarily driven by an increase within our Performance Materials reportable segment.
Current wording
Research and technical expenses as a percentage of Net sales was 2.6 percent and 2.8 percent for the three months ended March 31, 2026 and 2025, respectively. Research and technical expenses as a percentage of Net sales decreased due to higher sales. Overall, Research and technical expenses decreased by $0.3 million, compared to the prior year, primarily driven by a decrease within our Performance Materials reportable segment.
Previous wording
For the three months ended September 30, 2025 and 2024, our effective tax rate was 34.4 percent and 12.0 percent, respectively. Excluding discrete items, the effective rate was 31.6 percent compared to 24.9 percent in the three months ended September 30, 2025 and 2024, respectively. See Note 12 for more information.
Current wording
For the three months ended March 31, 2026 and 2025, our effective tax rate was 22.5 percent and 22.6 percent, respectively. Excluding discrete items, the effective rate was 26.0 percent compared to 21.9 percent in the three months ended March 31, 2026 and 2025, respectively. See Note 12 for more information.
Previous wording
Income (loss) from discontinued operations, net of income taxes was $2.7 million and $(11.0) million for the three and nine months ended September 30, 2025, respectively. Income (loss) from discontinued operations, net of income taxes was $(154.7) million and $(305.9) million for the three and nine months ended September 30, 2024, respectively. See Note 16 for more information.
Current wording
Income (loss) from discontinued operations, net of income taxes was $36.4 million and $(8.6) million for the three months ended March 31, 2026 and 2025, respectively. Increase was driven by the gain on sale. See Note 16 for more information.
Previous wording
In addition to the information discussed above, the following sections discuss the results of operations for Ingevity's reportable segments. Our segments are (i) Performance Materials, (ii) Performance Chemicals and (iii) Advanced Polymer Technologies. Segment Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") is the primary measure used by the company's chief operating decision maker to evaluate the performance of and allocate resources among our reportable segments. 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, restructuring and other income (charges), net, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, pension and postretirement settlement and curtailment income (charges), net, and indirect costs allocated to Divestiture.
Current wording
In addition to the information discussed above, the following sections discuss the results of operations for Ingevity's reportable segments. Our segments are (i) Performance Materials, (ii) Performance Chemicals and (iii) Advanced Polymer Technologies. Segment Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") is the primary measure used by the company's chief operating decision maker to evaluate the performance of and allocate resources among our reportable segments. 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, restructuring and other income (charges), net, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on strategic investments, impairment of license agreement, proxy contest charges, portfolio realignment costs, pension and postretirement settlement and curtailment income (charges), net, litigation charge, indirect costs allocated to Divestiture, and Corporate and other costs.
Previous wording
Segment EBITDA. The decrease of $0.7 million in 2025 was driven by increased SG&A and research and technical expenses of $2.2 million, increased manufacturing costs of $1.9 million, and LIFO charges of $0.2 million. The decrease was partially offset by volume growth of $2.8 million, favorable pricing and sales mix of $0.6 million, and favorable foreign currency exchange and other charges of $0.2 million.
Current wording
Segment EBITDA. The increase of $8.5 million in 2026 was driven by decreased manufacturing costs of $5.3 million, favorable pricing and sales mix of $5.2 million, and volume growth of $2.9 million. The increase was partially offset by unfavorable foreign currency exchange and other charges of $3.3 million, and increased SG&A and research and technical expenses of $1.6 million.
Previous wording
Segment net sales. The increase of $3.9 million in 2025 was driven by volume growth of $4.6 million (three percent), partially offset by unfavorable pricing and sales mix of $0.7 million (zero percent).
Current wording
Segment net sales. The increase of $2.1 million in 2026 was driven by favorable foreign currency exchange of $2.1 million (five percent), volume growth of $0.5 million (one percent), partially offset by unfavorable pricing and sales mix of $0.5 million (one percent).
Previous wording
Use of Non-GAAP Financial Measures - Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations
Current wording
Use of Non-GAAP Financial Measures - Adjusted EBITDA from continuing operations
Previous wording
Ingevity has presented the financial measures, Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP. These measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations are utilized by management as a measure of profitability.
Current wording
Ingevity has presented the financial measure, Adjusted EBITDA from continuing operations, defined below, which has not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP. This measure is not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA from continuing operations is utilized by management as a measure of profitability.
Previous wording
(9)We believe this non-GAAP financial measure provides management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe this measure is useful because it excludes the effects of financing and investment activities as well as non-operating activities.
Current wording
We believe this non-GAAP financial measure provides management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe this measure is useful because it excludes the effects of financing and investment activities as well as non-operating activities.
Previous wording
Adjusted EBITDA from continuing operations is defined as net income (loss) from continuing operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, litigation verdict charges, (gain) loss on strategic investments, proxy contest charges, portfolio review expenses, and pension and postretirement settlement and curtailment (income) charges, net.
Current wording
Adjusted EBITDA from continuing operations is defined as net income (loss) from continuing operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, litigation charge, (gain) loss on strategic investments, impairment of license agreement, proxy contest charges, portfolio realignment costs, and pension and postretirement settlement and curtailment (income) charges, net.
Previous wording
These non-GAAP measures are not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another. Reconciliations are set forth within this section.
Current wording
This non-GAAP measure is not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with this non-GAAP measure, including the potential lack of comparability of this measure from one company to another. A reconciliation is set forth within this section.
Previous wording
Adjusted EBITDA from continuing operations is the sum of all reportable segment's EBITDA, less the indirect costs allocated to Divestiture and as such, the factors that impacted adjusted EBITDA from continuing operations period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.
Current wording
Adjusted EBITDA from continuing operations is the sum of the EBITDA of all reportable segments, less the indirect costs allocated to Divestiture, and Corporate and other costs, and as such, the factors that impacted adjusted EBITDA from continuing operations period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.
Previous wording
A reconciliation of net income from continuing operations, net income from discontinued operations to adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA as projected for 2025 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related income (costs); additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA.
Current wording
A reconciliation of net income from continuing operations, to adjusted EBITDA from continuing operations, as projected for 2026 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related income (costs); additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA from continuing operations, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA from continuing operations.
Previous wording
The primary source of liquidity for our business is the cash flow provided by operating activities. We expect our cash flow provided by operations combined with cash on hand and available capacity under our revolving credit facility to be sufficient to fund our planned operations and meet our interest and other contractual obligations for at least the next twelve months. As of September 30, 2025, our undrawn capacity under our revolving credit facility was $477.0 million. Over the next twelve months, we expect to fund the following: debt principal repayments, interest payments, capital expenditures, income tax payments, purchases pursuant to our stock repurchase program (and related excise tax payments), additional spending associated with our Performance Materials' intellectual property litigation, and restructuring activities such as the repositioning of our Performance Chemicals reportable segment as further described within Note 11. In addition, we may also evaluate and consider strategic acquisitions, joint ventures, or other transactions to create stockholder value and enhance financial performance. In connection with such transactions, or to fund other anticipated uses of cash, we may modify our existing revolving credit facility, redeem all or part of our outstanding senior notes, seek additional debt financing, issue equity securities, or some combination thereof.
Current wording
The primary source of liquidity for our business is the cash flow provided by operating activities. We expect our cash flow provided by operations combined with cash on hand and available capacity under our revolving credit facility to be sufficient to fund our planned operations and meet our interest and other contractual obligations for at least the next twelve months. As of March 31, 2026, our undrawn capacity under our revolving credit facility was $223.0 million. Over the next twelve months, we expect to fund the following: debt principal repayments, interest payments, capital expenditures, income tax payments, purchases pursuant to our stock repurchase program (and related excise tax payments), restructuring activities, and $113.2 million associated with the BASF litigation settlement, as further described in Note 13. In addition, we may also evaluate and consider strategic investments, joint ventures, or other transactions to create stockholder value and enhance financial performance. In connection with such transactions, or to fund other anticipated uses of cash, we may modify our existing revolving credit facility, redeem all or part of our outstanding senior notes, seek additional debt financing, issue equity securities, or some combination thereof.
Previous wording
Cash and cash equivalents totaled $83.4 million at September 30, 2025. We continuously monitor deposit concentrations and the credit quality of the financial institutions that hold our cash and cash equivalents, as well as the credit quality of our insurance providers, customers, and key suppliers.
Current wording
Cash and cash equivalents totaled $95.4 million at March 31, 2026. We continuously monitor deposit concentrations and the credit quality of the financial institutions that hold our cash and cash equivalents, as well as the credit quality of our insurance providers, customers, and key suppliers.
Previous wording
Due to the global nature of our operations, a portion of our cash is held outside the U.S. The cash and cash equivalents balance at September 30, 2025, included $79.7 million held by our foreign subsidiaries. Cash and earnings of our foreign subsidiaries are generally used to finance our foreign operations and their capital expenditures. We believe that our foreign holdings of cash will not have a material adverse impact on our U.S. liquidity. If these earnings were distributed, such amounts could be subject to U.S. federal income tax at the statutory rate less the available foreign tax credits, if any, and could potentially be subject to withholding taxes in the various jurisdictions. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution, therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S. Refer to Note 12 for more information.
Current wording
Due to the global nature of our operations, a portion of our cash is held outside the U.S. The cash and cash equivalents balance at March 31, 2026, included $88.3 million held by our foreign subsidiaries. Cash and earnings of our foreign subsidiaries are generally used to finance our foreign operations and their capital expenditures. At December 31, 2025, we determined that the earnings of some of our subsidiaries are no longer permanently reinvested due to global volatility. We believe that our foreign holdings of cash will not have a material adverse impact on our U.S. liquidity. If these earnings were distributed, such amounts could be subject to U.S. federal income tax at the statutory rate less the available foreign tax credits, if any, and could potentially be subject to withholding taxes in the various jurisdictions. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution, therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S. Refer to Note 12 for more information.
Previous wording
During the three and nine months ended September 30, 2025, we repurchased $25.2 million, inclusive of $0.2 million in excise tax, in common stock, representing 445,724 shares of our common stock at a weighted average cost per share of $56.09. At September 30, 2025, $328.4 million remained unused under the 2022 Authorization.
Current wording
During the three months ended March 31, 2026, we repurchased $52.3 million, inclusive of $0.4 million in excise tax, in common stock, representing 774,189 shares of our common stock at a weighted average cost per share of $67.10. At March 31, 2026, $245.6 million remained unused under the 2022 Authorization.
Previous wording
During the three and nine months ended September 30, 2024, we repurchased no common stock.
Current wording
During the three months ended March 31, 2025, we repurchased no common stock.
Previous wording
Projected 2025 capital expenditures are $50-70 million. We have no material commitments associated with these projected capital expenditures as of September 30, 2025.
Current wording
Projected 2026 capital expenditures are $40-60 million. We have no material commitments associated with these projected capital expenditures as of March 31, 2026.
Previous wording
Cash flow comparison of the Nine Months Ended September 30, 2025 and 2024
Current wording
Cash flow comparison of the Three Months Ended March 31, 2026 and 2025
Previous wording
Cash provided by operating activities, inclusive of continuing and discontinued operations, consists of net income (loss) adjusted for non-cash items including the cash impact from changes in operating assets and liabilities (i.e., working capital) and totaled $234.1 million for the nine months ended September 30, 2025, which was inclusive of an approximately $40 million benefit related to discontinued operations.
Current wording
Cash used in operating activities, inclusive of continuing and discontinued operations, consists of net income (loss) adjusted for non-cash items including the cash impact from changes in operating assets and liabilities (i.e., working capital) totaled $2.0 million for the three months ended March 31, 2026, which was inclusive of a $55.6 million gain related to the sale of the industrial specialties product line.
Previous wording
Cash provided by operating activities for the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, increased by $170.0 million. This increase was driven by a decrease in CTO resale cash outflows of $51.2 million, a decrease in CTO supply contract termination cash outflows of $50.0 million, a net reduction in trade working capital of $19.0 million (including accounts receivable, inventory, and accounts payable), increased cash earnings of $17.0 million, a decrease in tax payments of $16.9 million,lower cash interest paid of $10.3 million, and decreased spending on restructuring initiatives of $8.5 million. Partially offsetting these cash inflows was increased employee compensation payments of $2.9 million.
Current wording
Cash used in operating activities for the three months ended March 31, 2026, was driven by a net increase in trade working capital of $33.9 million (including accounts receivable, inventory, and accounts payable), a decrease in CTO resale cash inflows of $6.2 million, and increased employee compensation payments of $5.1 million. Partially offsetting these cash outflows was increased cash earnings of $9.4 million, lower cash interest paid of $3.5 million, decreased spending on restructuring initiatives of $3.0 million, and lower cash taxes paid of $1.9 million.
Previous wording
Cash used in investing activities, inclusive of continuing and discontinued operations, in the nine months ended September 30, 2025 was $42.4 million and was primarily driven by capital expenditures of $34.1 million, and a strategic investment of $21.0 million. In the nine months ended September 30, 2025 and 2024, capital spending included the base maintenance capital supporting ongoing operations, and growth and cost improvement spending. The decrease in Net cash used in investing activities when compared to the prior year period is primarily due to reduced capital expenditures of $18.6 million, and cash provided by other investing activities.
Current wording
Cash provided by investing activities, inclusive of continuing and discontinued operations, in the three months ended March 31, 2026 was $106.3 million and was primarily driven by cash proceeds of $93.1 million related to the sale of the industrial specialties product line, cash proceeds from our restricted investment of $24.7 million, offset primarily by capital expenditures of $10.3 million. In the three months ended March 31, 2026 and 2025, capital spending included the base maintenance capital supporting ongoing operations, and growth and cost improvement spending.
Previous wording
Cash used in financing activities, inclusive of continuing and discontinued operations, in the nine months ended September 30, 2025, was $168.8 million and was primarily due to payments on our revolving credit facility and other borrowings of $350.0 million, and repurchases of common stock of $25.2 million, partially offset by proceeds from our revolving credit facility and other borrowings of $209.5 million.
Current wording
Cash used in financing activities, inclusive of continuing and discontinued operations, in the three months ended March 31, 2026, was $61.8 million and was primarily due to repurchases of common stock of $52.3 million, tax payments related to withholdings on vested equity awards of $4.3 million, and debt issuance costs of $4.0 million.
Previous wording
Cash provided by financing activities in the nine months ended September 30, 2024 was $27.4 million and was primarily due to proceeds from our revolving credit facility and other borrowings of $150.5 million, partially offset by payments on our revolving credit facility and other borrowings of $119.3 million.
Current wording
Cash used in financing activities in the three months ended March 31, 2025 was $11.0 million and was primarily due to proceeds from our revolving credit facility and other borrowings of $92.3 million, partially offset by payments on our revolving credit facility and other borrowings of $100.3 million.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025 and 2024, our effective tax rate was (94.8) percent and 14.3 percent, respectively. Excluding discrete items, the effective rate was 25.4 percent compared to 22.7 percent in the nine months ended September 30, 2025 and 2024, respectively. See Note 12 for more information.
Previous report — wording carried elsewhere
(2) We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business. These costs are excluded from our EBITDA from discontinued operations.
Previous report — wording carried elsewhere
We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe these measures are useful because they exclude the effects of financing and investment activities as well as non-operating activities.
Previous report — wording carried elsewhere
(8) Refer to Note 16 for more information.