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Ingevity Corp

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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About 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.

Jun 30, 2026 · Filed Jul 30, 2026

NGVT$60.12-5.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001653477-26-000047

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 133 previous paragraphs and 144 current paragraphs.

75 unchanged; 31 reworded; 29 added; 27 removed; 0 previous and 9 current paragraphs rearranged.

Tables are not compared: 14 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 (29)

Current report

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.

Current report

Long-Lived Asset Impairment Charge - Advanced Polymer Technologies Asset Group

Current report

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.

Current report

As the sale process for the Advanced Polymer Technologies 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.

Current report

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 Advanced Polymer Technologies 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 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.

Current report

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.

Current report

Net sales decreased five percent from the prior year driven by our former Performance Chemicals' road markings product line disposition on April 15, 2026, which more than offset increases within the Performance Materials and Advanced Polymer Technologies reportable segments.

Current report

The Net sales decrease of $17.4 million in 2026 was driven by a volume decrease of $28.2 million (nine percent), partially offset by favorable pricing and sales mix of $10.0 million (three percent) and favorable foreign currency exchange of $0.8 million (zero percent).

Current report

The Net sales decrease of $7.3 million in 2026 was driven by a volume decrease of $27.8 million (five percent), partially offset by favorable pricing and sales mix of $16.5 million (three percent) and favorable foreign currency exchange of $4.0 million (one percent).

Current report

Gross profit increase of $15.7 million in 2026 was driven by favorable pricing and sales mix of $16.5 million, and decreased manufacturing costs of $5.1 million. This increase was partially offset by unfavorable sales volume of $4.4 million, and unfavorable foreign currency exchange of $1.5 million.

Current report

Research and technical expenses as a percentage of Net sales remained relatively consistent period over period, totaling 2.2 percent and 2.4 percent for the six months ended June 30, 2026 and 2025, respectively. Overall, Research and technical expenses decreased by $1.2 million, compared to the prior year, primarily driven by a decrease within our Performance Materials reportable segment.

Current report

For the six months ended June 30, 2026 and 2025, our effective tax rate was 21.9% and (13.4)%, respectively. Excluding discrete items, the effective rate was 26.0% compared to 21.6% in the six months ended June 30, 2026 and 2025, respectively. Refer to Note 12 for more information.

Current report

Segment net sales. The increase of $6.7 million in 2026 was driven by favorable pricing and sales mix of $3.7 million (two percent), volume growth of $2.6 million (two percent), and favorable foreign currency exchange of $0.4 million (zero percent).

Current report

Segment EBITDA. The increase of $5.1 million in 2026 was driven by favorable pricing and sales mix of $3.7 million, volume growth of $1.6 million, decreased manufacturing costs of $0.3 million, and favorable foreign currency exchange and other charges of $1.5 million. The increase was partially offset by increased SG&A and research and technical expenses of $2.0 million.

Current report

Segment net sales. The increase of $15.3 million in 2026 was driven by favorable pricing and sales mix of $8.9 million (three percent), volume growth of $5.4 million (two percent), and favorable foreign currency exchange of $1.0 million (zero percent).

Current report

Pavement Technologies Net sales declined 22 percent to $104.2 million, primarily due to the April 15, 2026 divestiture of our former Performance Chemicals' road markings product line. Excluding the divestiture, sales increased three percent, driven by higher price and volumes with regional strength in North America partially offset by weakness in China and South America. Segment EBITDA of $25.4 million declined $3.4 million from the prior year, primarily reflecting the absence of $6.0 million of Road Markings EBITDA included in the prior-year period, partially offset by improved pricing and volumes in the remaining Pavement Technologies business. Segment EBITDA margin was 24.4% compared to 21.4% in the prior year.

Current report

Segment net sales. The decrease of $30.1 million in 2026 was driven by a volume decline of $31.8 million (24 percent), as a result of a decrease in our divested road markings product line ($33.0 million), offset by an increase in Pavement Technologies ($1.2 million). The overall decrease was partially offset by favorable pricing and sales mix of $1.7 million (one percent) within pavement technologies.

Current report

Segment EBITDA. The decrease of $3.4 million in 2026 was driven by a volume decline of $8.5 million and unfavorable foreign currency exchange and other charges of $0.4 million. The decrease was partially offset by decreased manufacturing costs of $2.7 million, favorable pricing and sales mix of $1.7 million, and decreased SG&A expenses of $1.1 million.

Current report

Segment EBITDA. The decrease of $8.6 million in 2026 was driven by a volume decline of $9.4 million, increased manufacturing costs of $2.7 million, and unfavorable foreign currency exchange and other charges of $0.7 million. The decrease was partially offset by favorable pricing and sales mix of $3.5 million, and decreased SG&A expenses of $0.7 million.

Current report

Advanced Polymer Technologies Net sales increased 14 percent to $49.3 million driven primarily by higher prices, including a price surcharge to offset increased raw material and energy cost, a favorable mix toward higher-value derivative products, and competitor supply disruptions. Segment EBITDA for the quarter was $11.2 million compared to $2.0 million in the prior year. The improvement was driven by improved product mix and higher plant utilization compared with the prior year period that included extended downtime associated with the installation of new boilers and further supported by competitor supply disruptions. Segment EBITDA margin was 22.7% compared to 4.6% in the prior year.

Current report

Segment net sales. The increase of $6.0 million in 2026 was driven by favorable pricing and sales mix of $4.6 million (11 percent), volume growth of $1.0 million (two percent), and favorable foreign currency exchange of $0.4 million (one percent).

Current report

Segment EBITDA. The increase of $9.2 million in 2026 was driven by favorable pricing and sales mix of $4.6 million, decreased manufacturing costs of $4.1 million, lower SG&A of $0.3 million, and volume growth of $0.3 million. The increase was partially offset by unfavorable foreign currency exchange of $0.1 million.

Current report

Segment net sales. The increase of $8.1 million in 2026 was driven by favorable pricing and sales mix of $4.1 million (five percent), favorable foreign currency exchange of $2.5 million (three percent), and volume growth of $1.5 million (two percent).

Current report

Segment EBITDA. The increase of $3.2 million in 2026 was driven by favorable pricing and sales mix of $4.1 million, lower SG&A of $0.8 million, and volume growth of $0.5 million. The increase was partially offset by increased manufacturing costs of $1.9 million, and unfavorable foreign currency exchange and other charges of $0.3 million.

Current report

The divestitures of the industrial specialties and road markings product lines resulted in approximately $20 million of indirect costs caused by dis-synergies of scale. We expect to achieve run rate savings of approximately 75% of these costs by the end of 2026. Through the second quarter of 2026, we have eliminated approximately $10 million of these costs.
Removed paragraphs (27)

Previous 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.

Previous 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.

Previous 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.

Previous 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").

Previous 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.

Previous 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).

Previous 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.

Previous report

Performance Chemicals Repositioning and Industrial Specialties Divestiture

Previous 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.

Previous 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.

Previous 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.

Previous 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).

Previous 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).

Previous 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.

Previous 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.

Previous 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.

Previous report

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 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.

Previous 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.
Reworded paragraphs (31)

Previous wording

Management's discussion and analysis of Ingevity Corporation's ("Ingevity," "the company," "we," "us," or"our") financial condition and results of operations ("MD&A") is provided as a supplement to the Condensed Consolidated Financial Statements and related notes included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations. The following discussion should be read in conjunction with Ingevity's consolidated financial statements as of and for the year ended December 31, 2025, filed on February 26, 2026, with the Securities and Exchange Commission ("SEC") as part of the company's Annual Reporting on Form 10-K ("2025 Annual Report") and the unaudited interim Condensed Consolidated Financial Statements and notes to the unaudited interim Condensed Consolidated Financial Statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Current wording

Management's discussion and analysis of Ingevity Corporation's ("Ingevity," "the company," "we," "us," or"our") financial condition and results of operations ("MD&A") is provided as a supplement to the Condensed Consolidated Financial Statements and related notes included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations. The following discussion should be read in conjunction with Ingevity's consolidated financial statements as of and for the year ended December 31, 2025, filed on February 26, 2026, with the Securities and Exchange Commission ("SEC") as part of the company's Annual Report on Form 10-K ("2025 Annual Report") and the unaudited interim Condensed Consolidated Financial Statements and notes to the unaudited interim Condensed Consolidated Financial Statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Previous wording

Unless otherwise indicated, the information in MD&A refers 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. Refer to Notes 1 and 16 for more information.

Previous 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;

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 our former Performance Chemicals industrial specialties product line, may not yield the expected results or benefits;

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 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.

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, and elastomers. We operate in three reportable segments: Performance Materials, Pavement Technologies and Advanced Polymer Technologies.

Previous wording

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 wording

On April 1, 2026, we paid $113.2 million to resolve matters related to the litigation with BASF Corporation, consisting 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. The litigation, including all appeals and counterclaims, is now complete. Refer to Note 13 to the condensed consolidated financial statements for additional information.

Previous wording

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 wording

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.

Previous 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.

Current wording

Gross profit increase of $11.2 million in 2026 was driven by favorable pricing and sales mix of $10.0 million, and decreased manufacturing costs of $9.1 million. This increase was partially offset by unfavorable sales volume of $6.6 million, and unfavorable foreign currency exchange of $1.3 million.

Previous 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.

Current wording

SG&A was $39.0 million (12 percent of Net sales) and $43.6 million (13 percent of Net sales) for the three months ended June 30, 2026 and 2025, respectively. Overall, SG&A decreased by $4.6 million (11 percent), driven by decreased intangible amortization expense of $3.3 million, decreased spending on commercial activities of $1.2 million, and decreased variable incentive compensation of $0.1 million.

Previous 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.

Current wording

Research and technical expenses as a percentage of Net sales remained relatively consistent period over period, totaling 1.9 percent and 2.1 percent for the three months ended June 30, 2026 and 2025, respectively. Overall, Research and technical expenses decreased by $0.9 million, compared to the prior year, primarily driven by a decrease within our Performance Materials reportable segment.

Previous 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.

Current wording

For the three months ended June 30, 2026 and 2025, our effective tax rate was 21.5% and (3.5)%, respectively. Excluding discrete items, the effective rate was 26.0% compared to 21.3% in the three months ended June 30, 2026 and 2025, respectively. Refer to Note 12 for more information.

Previous 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.

Current wording

Income (loss) from discontinued operations, net of income taxes was $(4.5) million and $31.9 million for the three and six months ended June 30, 2026, respectively. Income (loss) from discontinued operations, net of income taxes was $(5.1) million and $(13.7) million for the three and six months ended June 30, 2025, respectively. For the six months ended June 30, 2026, the increase was driven by the gain on sale. Refer to 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, 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.

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) Pavement Technologies 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, gain on sale of business, 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.

Previous wording

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 wording

Performance Materials Net sales increased four percent to $160.6 million driven by higher volumes and favorable mix driven by a continued shift in consumer preferences from battery electric vehicles to hybrids, further supported by annual pricing actions. Segment EBITDA was up six percent to $86.1 million driven by higher volumes, improved price and mix, and higher plant utilization, which more than offset higher SG&A and other expenses. Segment EBITDA margin improved 100 basis points to 53.6% compared to 52.6% in the prior year.

Previous 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.

Current wording

Segment EBITDA. The increase of $13.6 million in 2026 was driven by favorable pricing and sales mix of $8.9 million, decreased manufacturing costs of $5.6 million, and volume growth of $4.5 million. The increase was partially offset by increased SG&A and research and technical expenses of $3.6 million, and unfavorable foreign currency exchange and other charges of $1.8 million.

Previous wording

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 wording

Segment net sales. The decrease of $30.7 million in 2026 was driven by a volume decline of $34.7 million (18 percent), as a result of a decrease in our divested road markings product line ($33.9 million), and Pavement Technologies ($0.8 million). The decrease was partially offset by favorable pricing and sales mix of $3.5 million (two percent) within pavement technologies, and favorable foreign currency exchange of $0.5 million (zero percent).

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 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.

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, long-lived asset impairment charges, gain on sale of business, 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

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 wording

We are raising our full-year adjusted EBITDA outlook reflecting the strong first-half execution and results across our portfolio. Our outlook includes a full year of operating results from the Advanced Polymer Technologies reportable segment and excludes contributions from the divested industrial specialties product line, effective January 1, 2026, and the road markings product line beginning April 15, 2026.

Previous wording

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 wording

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 the forecasted decline in global automotive production for Internal Combustion Engine ("ICE") powertrains compared to the prior year. We expect Net sales in our Pavement Technologies 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-double digits with low-single digit volume growth, reflecting price surcharges implemented in the second quarter of 2026 to offset rising raw materials prices.

Previous wording

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 wording

Adjusted EBITDA is expected to be between $380 million and $400 million for 2026. We expect our Performance Materials reportable segment to maintain segment EBITDA margins around mid-50 percent, as revenue growth is partially offset by investments in selective growth opportunities. In our Pavement Technologies 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 road markings product line. We anticipate that our Advanced Polymer Technologies reportable segment EBITDA will improve versus prior year driven by volume growth, while maintaining segment EBITDA margins of approximately 20 percent. Corporate and Other costs are expected to be consistent with 2025.

Previous wording

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.

Current wording

Our effective tax rate is expected to be between 22 to 24 percent. We expect to recognize approximately $90 million of depreciation and amortization, adjusted for the divested road markings product line, in 2026.

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 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.

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 June 30, 2026, our undrawn capacity under our revolving credit facility was $246.9 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), and restructuring activities. 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 $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.

Current wording

Cash and cash equivalents totaled $97.4 million at June 30, 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 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.

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 June 30, 2026 included $87.4 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 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.

Current wording

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.

Previous wording

During the three months ended March 31, 2025, we repurchased no common stock.

Current wording

During the three and six months ended June 30, 2025, we repurchased no common stock.

Previous wording

Cash flow comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Cash flow comparison of the Six Months Ended June 30, 2026 and 2025

Previous 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.

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 $15.8 million for the six months ended June 30, 2026, which was inclusive of a $113.2 million cash payment for a litigation settlement, and $62.8 million of gains related to divestitures, including a $54.2 million gain related to the sale of the industrial specialties product line.

Previous 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.

Current wording

Cash used in operating activities for the six months ended June 30, 2026 was driven by a $113.2 million cash payment for a litigation settlement, a net increase in trade working capital of $31.9 million (including accounts receivable, inventory, and accounts payable), increased employee compensation payments of $7.4 million, and a decrease in CTO resale cash inflows of $6.2 million. Partially offsetting these cash outflows was increased cash earnings of $13.8 million, lower cash interest paid of $8.7 million, lower cash taxes paid of $8.3 million, and decreased spending on restructuring initiatives of $7.7 million.

Previous 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.

Current wording

Cash provided by investing activities, inclusive of continuing and discontinued operations, in the six months ended June 30, 2026 was $181.7 million and was primarily driven by cash proceeds of $156.3 million related to the sale of the industrial specialties product line and road markings product line, and cash proceeds from our restricted investment of $47.8 million, offset primarily by capital expenditures of $20.6 million. In the six months ended June 30, 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 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.

Current wording

Cash used in financing activities, inclusive of continuing and discontinued operations, in the six months ended June 30, 2026, was $99.4 million and was primarily due to repurchases of common stock of $86.8 million, tax payments related to withholdings on vested equity awards of $5.7 million, and debt issuance costs of $4.0 million.

Previous 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.

Current wording

Cash used in financing activities in the six months ended June 30, 2025 was $74.0 million and was primarily due to payments on our revolving credit facility and other borrowings of $229.3 million, partially offset by proceeds from our revolving credit facility and other borrowings of $158.5 million.
Rearranged current paragraphs (9)

Current report — wording carried from elsewhere

SG&A was $79.7 million (14 percent of Net sales) and $85.5 million (15 percent of Net sales) for the six months ended June 30, 2026 and 2025, respectively. Overall, SG&A decreased by $5.8 million (seven percent), driven by decreased intangible amortization expense of $5.6 million, and decreased spending on commercial activities of $1.6 million. The decrease was partially offset by increased variable incentive compensation of $1.4 million.

Current report — wording carried from elsewhere

(2) Refer to Note 14 for more information.

Current report — wording carried from elsewhere

(3) Refer to Note 16 for more information.

Current report — wording carried from elsewhere

(1) Refer to Note 9 for more information.

Current report — wording carried from elsewhere

(2) Refer to Note 8 for more information.

Current report — wording carried from elsewhere

(3) Refer to Note 13 for more information.

Current report — wording carried from elsewhere

(1) Refer to Note 14 for more information.

Current report — wording carried from elsewhere

(3) Refer to Note 7 for more information.

Current report — wording carried from elsewhere

(5) Refer to Note 13 for more information.