Ingevity Corporation
A maker of specialty chemicals and materials based in North Charleston, South Carolina, Ingevity produces the activated carbon used in car fuel systems to trap gasoline vapors, along with the Capa® polymers found in bioplastics, coatings, and medical devices, and chemicals for paving roads. Its roots stretch back to 1846 as the specialty chemicals arm of MeadWestvaco, which spun it off as an independent company in 2016. The name is a mash-up of "ingenuity," "innovation," "genuine," and "longevity."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Introduction 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 i…
Introduction 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"). All references to notes (herein referred to as "Note") in this section refer to the notes accompanying the Condensed Consolidated Financial Statements included in Item 1 within this Form 10-Q. Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report on Form 10-Q involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Cautionary Statements About Forward-Looking Statements" below and at the beginning of our 2025 Annual Report. Unless otherwise indicated, the information in MD&A refers only to our continuing operations. Refer to Notes 1 and 16 for more information. Cautionary Statements Regarding Forward-Looking Statements This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995 that reflect our current expectations, beliefs, plans or forecasts with respect to, among other things, future events and financial performance. Forward-looking statements are often characterized by words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "outlook," "project," "intend," "plan," "believe," "target," "prospects," "potential," and "forecast," and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. We caution readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A. Risk Factors of our 2025 Annual Report, as well as in our unaudited Condensed Consolidated Financial Statements, related notes, and the other information appearing elsewhere in this report and our other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to the following: •our review of strategic alternatives for the Advanced Polymer Technologies ("APT") segment may not result in a transaction; •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; •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; •we may be adversely affected by general global economic, geopolitical, and financial conditions beyond our control, including inflation, the Russia-Ukraine war, and the conflict in the Middle East; 34 •leadership transitions within our organization; •we are exposed to risks related to our international sales and operations, including recent changes in tariffs and trade policies; •adverse conditions in the automotive market have and may continue to negatively impact demand for our automotive carbon products; •if more stringent air quality standards worldwide are not adopted, our growth could be impacted; •we face competition from substitute products, new technologies, and new or emerging competitors; •we may be adversely affected by a decrease in government infrastructure spending; •adverse conditions in cyclical end markets may continue to adversely affect demand for our products; •lack of access to raw materials upon which we depend would impact our ability to produce our products; •the inability to make or effectively integrate future acquisitions and other investments may negatively affect our results; •we are dependent upon third parties for the provision of certain critical operating services at several of our plants; •we may be adversely affected by disruptions in our supply chain; •the occurrence of natural disasters and extreme weather or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure, or unscheduled maintenance and repair, which could result in operational disruptions of varied duration; •we are dependent upon attracting and retaining key personnel; •we are dependent on certain large customers; •from time to time, we are and may be engaged in legal actions associated with our intellectual property rights; •if we are unable to protect our intellectual property and other proprietary information, we may lose significant competitive advantage; •information technology security breaches and other disruptions; •government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs, the chemicals industry and subsidies or incentives that may impact key raw materials or products may adversely affect financial results; and •losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. Overview 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. Recent Developments and Updates Reportable Segment Renaming During 2026, dispositions within our former Performance Chemicals reportable segment resulted in a change to the segment's name. Historically, our Performance Chemicals reportable segment consisted of the Pavement Technologies, industrial specialties, and road markings product lines. Following the sale of the industrial specialties product line on January 1, 2026, and the sale of the road markings product line on April 15, 2026, the Pavement Technologies product line became the sole remaining product line within the former Performance Chemicals segment; refer to Note 16 for additional information regarding these dispositions. Accordingly, during the second quarter of 2026, we renamed the Performance Chemicals reportable segment to Pavement Technologies to better reflect the segment's operations. The segment rename did not affect our reportable segment structure, and segment information has been updated to reflect the new segment name, where applicable. 35 Long-Lived Asset Impairment Charge - Advanced Polymer Technologies Asset Group 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. 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. 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. Legal Proceedings 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. Road Markings Product Line Disposition On April 15, 2026, we completed the sale of our former Performance Chemicals' road markings product line to PPG Industries Inc. (the "Disposition"). We received all-cash proceeds of $63.2 million, inclusive of preliminary traditional working capital adjustments, and recorded a gain of $8.6 million within "Other (income) expense, net" on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2026. The transaction did not represent a strategic shift in the company's future operations and financial results and therefore is not presented as a discontinued operation. 36 Results of Operations Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Net sales $ 314.1 $ 331.5 $ 572.1 $ 579.4 Cost of sales 175.1 203.7 316.7 339.7 Gross profit 139.0 127.8 255.4 239.7 Selling, general, and administrative expenses 39.0 43.6 79.7 85.5 Research and technical expenses 6.1 7.0 12.8 14.0 Restructuring and other (income) charges, net 1.7 7.2 2.2 9.1 Goodwill impairment charge (1) — 183.8 — 183.8 Long-lived asset impairment charge (2) 32.1 — 32.1 — Other (income) expense, net (4.8) 4.2 17.6 8.3 Interest expense, net 14.2 18.6 30.1 38.0 Income (loss) from continuing operations before income taxes 50.7 (136.6) 80.9 (99.0) Provision (benefit) for income taxes on continuing operations 10.9 4.8 17.7 13.3 Net income (loss) from continuing operations 39.8 (141.4) 63.2 (112.3) Income (loss) from discontinued operations, net of income taxes (4.5) (5.1) 31.9 (13.7) Net income (loss) $ 35.3 $ (146.5) $ 95.1 $ (126.0) _______________ (1) Refer to Note 7 for more information. (2) Refer to Note 6 and 7 for more information. Q2 2026 Performance Summary 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. Net sales The table below shows the 2026 Net sales and variances from 2025: Change vs. prior year In millions Prior year Net sales Volume Price/Mix Currency effect Current year Net sales Three months ended June 30, 2026 vs. 2025 $ 331.5 (28.2) 10.0 0.8 $ 314.1 Six months ended June 30, 2026 vs. 2025 $ 579.4 (27.8) 16.5 4.0 $ 572.1 Three Months Ended June 30, 2026 vs 2025 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). 37 Six Months Ended June 30, 2026 vs. 2025 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). Gross Profit Three Months Ended June 30, 2026 vs 2025 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. Six Months Ended June 30, 2026 vs. 2025 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. Selling, general and administrative expenses Three Months Ended June 30, 2026 vs 2025 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. Six Months Ended June 30, 2026 vs. 2025 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. Research and technical expenses Three Months Ended June 30, 2026 vs 2025 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. Six Months Ended June 30, 2026 vs. 2025 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. 38 Restructuring and other (income) charges, net Three and Six Months Ended June 30, 2026 vs. 2025 Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Work force reductions and other $ 1.3 $ 6.5 $ 1.0 $ 7.7 Performance Chemicals repositioning 0.4 0.7 1.2 1.4 Restructuring charges $ 1.7 $ 7.2 $ 2.2 $ 9.1 Other (income) charges, net — — — — Restructuring and other (income) charges, net (1) $ 1.7 $ 7.2 $ 2.2 $ 9.1 _______________ (1) Refer to Note 11 for more information. Other (income) expense, net Three and Six Months Ended June 30, 2026 vs. 2025 Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Foreign currency transaction (gain) loss $ 0.4 $ (0.1) $ 0.4 $ (1.5) Litigation charge (1) — — 16.2 — Impairment of license agreement (2) — — 2.8 — (Gain) loss on sale of strategic investment (2) — 2.5 — 2.5 Proxy contest charges (2) — 0.3 — 8.2 Portfolio realignment costs (2) 2.9 — 6.1 — Gain on sale of business (3) (8.6) — (8.6) — Other (income) expense, net 0.5 1.5 0.7 (0.9) Total Other (income) expense, net $ (4.8) $ 4.2 $ 17.6 $ 8.3 _______________ (1) Refer to Note 13 for more information. (2) Refer to Note 14 for more information. (3) Refer to Note 16 for more information. 39 Interest expense, net Three and Six Months Ended June 30, 2026 vs. 2025 Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Accounts receivable securitization (1) $ 0.6 $ 1.1 $ 1.1 $ 1.8 Finance lease obligations (1) 1.8 1.8 3.6 3.6 Interest rate swap (2) 0.1 (0.3) 0.2 (0.5) Litigation related interest expense (3) 0.1 1.2 2.0 2.5 Revolving Credit Facility and other lines of credit (1) 7.2 10.3 14.4 21.7 Senior notes (1) 5.6 5.6 11.2 11.2 Other interest (income) expense, net (1.2) (1.1) (2.4) (2.3) Total Interest expense, net $ 14.2 $ 18.6 $ 30.1 $ 38.0 _______________ (1) Refer to Note 9 for more information. (2) Refer to Note 8 for more information. (3) Refer to Note 13 for more information. Provision (benefit) for income taxes on continuing operations Three and Six Months Ended June 30, 2026 vs. 2025 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. 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. Income (loss) from discontinued operations, net of income taxes Three and Six Months Ended June 30, 2026 vs. 2025 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. Segment Operating Results 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. 40 In general, the accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in the Annual Consolidated Financial Statements included in our 2025 Annual Report. Performance Materials Q2 2026 Performance Summary 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. In millions Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Performance Materials - Net sales $ 160.6 $ 153.9 $ 316.0 $ 300.7 Segment EBITDA $ 86.1 $ 81.0 $ 178.1 $ 164.5 Net Sales Comparison of Three and Six Months Ended June 30, 2026 and June 30, 2025: Change vs. prior year In millions Prior year Net sales Volume Price/Mix Currency effect Current year Net sales Three months ended June 30, 2026 vs. 2025 $ 153.9 2.6 3.7 0.4 $ 160.6 Six months ended June 30, 2026 vs. 2025 $ 300.7 5.4 8.9 1.0 $ 316.0 Three Months Ended June 30, 2026 vs 2025 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). 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. Six Months Ended June 30, 2026 vs. 2025 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). 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. 41 Pavement Technologies Q2 2026 Performance Summary 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. Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Pavement Technologies - Net sales $ 104.2 $ 134.3 $ 162.5 $ 193.2 Segment EBITDA $ 25.4 $ 28.8 $ 26.0 $ 34.6 Net Sales Comparison of Three and Six Months Ended June 30, 2026 and June 30, 2025: Change vs. prior year In millions Prior year Net sales Volume Price/Mix Currency effect Current year Net sales Three months ended June 30, 2026 vs. 2025 $ 134.3 (31.8) 1.7 — $ 104.2 Six months ended June 30, 2026 vs. 2025 $ 193.2 (34.7) 3.5 0.5 $ 162.5 Three Months Ended June 30, 2026 vs 2025 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. 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. Six Months Ended June 30, 2026 vs. 2025 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). 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. 42 Advanced Polymer Technologies Q2 2026 Performance Summary 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. In millions Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Advanced Polymer Technologies - Net sales $ 49.3 $ 43.3 $ 93.6 $ 85.5 Segment EBITDA $ 11.2 $ 2.0 $ 18.8 $ 15.6 Net Sales Comparison of Three and Six Months Ended June 30, 2026 and June 30, 2025: Change vs. prior year In millions Prior year Net sales Volume Price/Mix Currency effect Current year Net sales Three months ended June 30, 2026 vs. 2025 $ 43.3 1.0 4.6 0.4 $ 49.3 Six months ended June 30, 2026 vs. 2025 $ 85.5 1.5 4.1 2.5 $ 93.6 Three Months Ended June 30, 2026 vs 2025 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). 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. Six Months Ended June 30, 2026 vs. 2025 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). 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. 43 Use of Non-GAAP Financial Measures - Adjusted EBITDA from continuing operations 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. 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. 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. 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. Reconciliation of Net Income (Loss) from Continuing Operations (GAAP) to Adjusted EBITDA from Continuing Operations (Non-GAAP) Three Months Ended June 30, Six Months Ended June 30, In millions 2026 2025 2026 2025 Net income (loss) from continuing operations (GAAP) $ 39.8 $ (141.4) $ 63.2 $ (112.3) Interest expense, net 14.2 18.6 30.1 38.0 Provision (benefit) for income taxes on continuing operations 10.9 4.8 17.7 13.3 Depreciation and amortization (1) 22.0 25.2 44.7 49.7 Restructuring and other (income) charges, net (2) 1.7 7.2 2.2 9.1 Goodwill impairment charge (3) — 183.8 — 183.8 Long-lived asset impairment charge (4) 32.1 — 32.1 — Gain on sale of business (1) (8.6) — (8.6) — Litigation charge (5) — — 16.2 — Impairment of license agreement (1) — — 2.8 — (Gain) loss on strategic investment (1) — 2.5 — 2.5 Proxy contest charges (6) — 0.3 — 8.2 Portfolio realignment costs (7) 2.9 — 6.1 — Adjusted EBITDA from continuing operations (Non-GAAP) $ 115.0 $ 101.0 $ 206.5 $ 192.3 _______________ (1) Refer to Note 14 for more information. (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 reportable segment results and for the purposes of calculating our non-GAAP financial performance measures. Refer to Note 11 for more information. (3) Refer to Note 7 for more information. (4) Refer to Note 6 and Note 7 for more information. (5) Refer to Note 13 for more information. 44 (6) Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest. (7) Charges represent professional service fees related to a review of the company's portfolio. Adjusted EBITDA from continuing operations Three and Six Months Ended June 30, 2026 vs. 2025 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. Current Full Year Company Outlook vs. Prior Year 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. 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. 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. 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. 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. 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. 45 Liquidity and Capital Resources 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. 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. 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. Debt and Finance Lease Obligations Refer to Note 9 for a summary of our outstanding debt obligations and revolving credit facility. Other Potential Liquidity Needs Share Repurchases On July 25, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization. Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. During the three months ended June 30, 2026, we repurchased $35.1 million, inclusive of $0.2 million in excise tax, in common stock, representing 491,000 shares of our common stock at a weighted average cost per share of $70.94. During the six months ended June 30, 2026, we repurchased $87.4 million, inclusive of $0.6 million in excise tax, in common stock, representing 1,265,189 shares of our common stock at a weighted average cost per share of $68.59. At June 30, 2026, $210.7 million remained unused under the 2022 Authorization. During the three and six months ended June 30, 2025, we repurchased no common stock. Capital Expenditures Projected 2026 capital expenditures are $40-60 million. We have no material commitments associated with these projected capital expenditures as of June 30, 2026. 46 Cash flow comparison of the Six Months Ended June 30, 2026 and 2025 Six Months Ended June 30, In millions 2026 2025 Net cash provided by (used in) operating activities $ (15.8) $ 104.4 Net cash provided by (used in) investing activities $ 181.7 $ (14.3) Net cash provided by (used in) financing activities $ (99.4) $ (74.0) Cash flows provided by (used in) operating activities 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. 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. Cash flows provided by (used in) investing activities 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. Capital expenditure categories Six Months Ended June 30, In millions 2026 2025 Maintenance $ 12.5 $ 14.3 Safety, health and environment 4.5 5.0 Growth and cost improvement 3.6 2.8 Total capital expenditures $ 20.6 $ 22.1 Cash flows provided by (used in) financing activities 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. 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. New Accounting Guidance Refer to Note 2 for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on our Condensed Consolidated Financial Statements. 47 Critical Accounting Policies and Estimates Our Condensed Consolidated Financial Statements are prepared in conformity with GAAP. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have described our accounting policies in Note 2 to our consolidated financial statements included in our 2025 Annual Report. We have reviewed these accounting policies, identifying those that we believe to be critical to the preparation and understanding of our financial statements. Critical accounting policies are central to our presentation of results of operations and financial condition and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors. For a description of our critical accounting policies and estimates, refer to Part II, Item 7, Critical Accounting Policies and Estimates in our 2025 Annual Report. Our critical accounting policies have not substantially changed from those described in the 2025 Annual Report.
Foreign currency exchange rate risk We have foreign-based operations, primarily in Europe, South America and Asia, which accounted for approximately 27 percent of our net sales in the first six months of 2026. We have designated the local currency as the functional currency of o…
Foreign currency exchange rate risk We have foreign-based operations, primarily in Europe, South America and Asia, which accounted for approximately 27 percent of our net sales in the first six months of 2026. We have designated the local currency as the functional currency of our significant operations outside of the U.S. The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the euro, the Japanese yen, the pound sterling, the Brazilian real, and the Chinese renminbi. In addition, certain of our domestic operations have sales to foreign customers. In the conduct of our foreign operations, we also make inter-company sales. All of this exposes us to the effect of changes in foreign currency exchange rates. Our earnings are therefore subject to change due to fluctuations in foreign currency exchange rates when the earnings in foreign currencies are translated into U.S. dollars. In some cases, to minimize the effects of such fluctuations, we use foreign exchange forward contracts to hedge firm and highly anticipated foreign currency cash flows. Our largest exposures are to the Brazilian real, the Chinese renminbi and the euro. A hypothetical 10 percent adverse change, excluding the impact of any hedging instruments, in the average Brazilian real, Chinese renminbi and euro to U.S. dollar exchange rates during the six months ended June 30, 2026, would have decreased our net sales and income from continuing operations before income taxes by approximately $7.2 million or one percent, and $2.2 million or three percent, respectively. Comparatively, a hypothetical 10 percent adverse change, excluding the impact of any hedging instruments, in the average Brazilian real, Chinese renminbi and euro to U.S. dollar exchange rates during the six months ended June 30, 2025, would have decreased our net sales and income from continuing operations before income taxes by approximately $7.0 million or one percent, and $2.4 million or two percent, respectively. Interest rate risk During the third quarter of 2024, we entered into a floating-to-fixed interest rate swap to convert a notional amount of $200.0 million of the variable, Secured Overnight Financing Rate ("SOFR") based interest component of our debt to a fixed rate. In accordance with the terms of this instrument, we receive floating rate interest payments based upon one-month U.S. dollar SOFR, which was 3.65 percent as of June 30, 2026, and in return are obligated to pay interest at a fixed rate of 3.84 percent until August 2026. The fair value of the interest rate swap was an asset (liability) of zero and $(0.4) million at June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, approximately $354.7 million of our borrowings, adjusted for our $200.0 million floating-to-fixed interest rate swap, included a variable interest rate component. The weighted average interest rate associated with our variable interest rate borrowings was 4.87 percent for the period ended June 30, 2026. A hypothetical 100 basis point increase in the variable interest rate component of our borrowings for the six months ended June 30, 2026, would have increased our annual interest expense by approximately $3.5 million or six percent. Comparatively, a 100 basis point increase in the variable interest rate component of our borrowings for the six months ended June 30, 2025, would have increased our annual interest expense by approximately $4.8 million or seven percent. Commodity price risk A portion of our manufacturing costs includes purchased raw materials and energy costs, which are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with the changes in these commodity prices. 48 Natural gas, both direct and indirect, is our largest form of energy costs constituting approximately five percent of our cost of goods sold for the six months ended June 30, 2026. Increases in natural gas costs, unless passed on to our customers, would adversely affect our results of operations. If natural gas prices increase significantly, our business or results of operations may be adversely affected. We enter into certain derivative financial instruments to mitigate expected fluctuations in market prices and the volatility to earnings and cash flow resulting from changes to the pricing of natural gas purchases. Refer to Note 8 for more information on our natural gas price risk hedging program. For the three and six months ended June 30, 2026, a hypothetical, unhedged 10 percent increase in natural gas pricing would have resulted in an increase to cost of sales of approximately $0.6 million (37 basis points) and $1.6 million (51 basis points), respectively. Comparatively, for the three and six months ended June 30, 2025, a hypothetical, unhedged 10 percent increase in natural gas pricing would have resulted in an increase to cost of sales of approximately $0.6 million (31 basis points) and $1.6 million (46 basis points), respectively. As of June 30, 2026, we had 1.7 million mmBTUS (millions of British Thermal Units) in open natural gas derivative contracts, designated as cash flow hedges. As of June 30, 2026, open natural gas derivative contracts hedge a portion of forecasted transactions until November 2027. The fair value of the open natural gas derivative contracts was a net asset (liability) of $(0.4) million and $(0.5) million as of June 30, 2026 and December 31, 2025, respectively. Other market risks Information about our other remaining market risks for the period ended June 30, 2026, does not differ materially from that discussed under Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our 2025 Annual Report.
Read original filing text →Information regarding certain of these matters is set forth below and in Note 13 – Commitments and Contingencies within the Condensed Consolidated Financial Statements.
Information regarding certain of these matters is set forth below and in Note 13 – Commitments and Contingencies within the Condensed Consolidated Financial Statements.
Read original filing text →Part I, Item 1A, Risk Factors of our 2025 Annual Report sets forth information relating to important risks and uncertainties that could materially adversely affect the company's business, financial condition and operating results. Except as set forth below, there have been no ma…
Part I, Item 1A, Risk Factors of our 2025 Annual Report sets forth information relating to important risks and uncertainties that could materially adversely affect the company's business, financial condition and operating results. Except as set forth below, there have been no material changes in Ingevity's risk factors disclosed in Part I, Item 1A, Risk Factors of our 2025 Annual Report for the quarter ended June 30, 2026. From time to time, we may be engaged in legal actions associated with our intellectual property rights; if we are unsuccessful, these could potentially result in an adverse effect on our financial condition and results of operations. Intellectual property rights, including patents, trade secrets, confidential information, trademarks, trade names, and trade dress, are important to our business. We endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced or used, in jurisdictions into which our products are imported, and in jurisdictions where our competitors have significant manufacturing capabilities. Our success will depend to a significant degree upon our ability to protect and preserve our intellectual property rights. However, we may be unable to obtain or maintain protection for our intellectual property in key jurisdictions and the company's patents and other intellectual property may not prevent competitors from independently developing or selling similar or duplicative products and services. Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights. Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised. Any legal actions to protect, defend or enforce our intellectual property rights could result in significant costs and diversion of our resources and our management's attention, and we may not prevail in any such other actions, which could have an adverse effect on our financial condition and results of operations. Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights. If the company is found to infringe any third-party rights, it could be required to pay substantial damages, or it could be enjoined from offering some of its products and services. We also rely heavily upon unpatented proprietary technology, know-how, and other trade secrets to maintain our competitive position. While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements. We also may not be able to readily detect breaches of such agreements. For instance, we manufacture some of our products in China where we may be at a greater risk of a third party misappropriating our intellectual property despite the foregoing policies, procedures and agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how or trade secrets could result in significantly lower revenues, reduced profit margins, or loss of market share. 50
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