Ingevity Corp 8-K, filed Nov 4, 2026
Ingevity Corp (NGVT)
8-K
2026-11-04
For: 2026-11-04
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November 04, 2026
About this 8-K
Ingevity Corp filed this 8-K on November 4, 2026.
Ingevity reported third-quarter net sales of $305.1 million, down 8%, and net income from continuing operations of $51.1 million, or $1.46 per diluted share. It narrowed 2026 adjusted EBITDA guidance to $385 million to $395 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
__________________________________________________________________________
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||
Registrant’s telephone number, including area code: 843 -740-2300
Not Applicable
(Former name or former address, if changed since last report)
_____________________________________________________________________________________________________
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
| Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | o | ||||||||||
_____________________________________________________________________________________________________
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 4, 2026 , Ingevity Corporation ("Ingevity") announced its preliminary financial results for the three and nine months ended September 30, 2026 which are attached as Exhibit 99.1 to this Current Report on Form 8-K.
Please refer to our website for additional information regarding Ingevity. Periodically we may provide other information on the investor relations page of our website. Interested parties are encouraged to visit Ingevity's website to view such other information including Ingevity slide presentations.
The information contained in Item 2.02 of this report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
Press release dated | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INGEVITY CORPORATION | |||||
| (Registrant) | |||||
| By: | /S/ PHILLIP J. PLATT | ||||
| Phillip J. Platt | |||||
| Senior Vice President and Chief Financial Officer | |||||
Date: November 4, 2026
Exhibit 99.1
 | ||||||||
| Ingevity Corporation 4920 O'Hear Avenue Suite 400 North Charleston, SC 29405 USA www.ingevity.com | ||||||||
Ingevity reports third quarter 2026 financial results
Third Quarter 2026 Results and Recent Highlights:
•Net sales of $305.1 million decreased 8% from prior year; excluding Road Markings, sales increased 2%
•Net income from continuing operations of $51.1 million, or $1.46 per diluted share, compared to $40.8 million, or $1.10 per diluted share, in the prior year
•Adjusted earnings from continuing operations of $56.7 million and $1.63 of adjusted diluted earnings per share compared to $48.3 million and $1.31 in the prior year
•Adjusted EBITDA from continuing operations of $108.0 million, down $2.4 million from the prior year; adjusted EBITDA margin from continuing operations expanded 230 basis points to 35.4%
•Narrows full year adjusted EBITDA outlook to a range of $385 million to $395 million, maintaining the midpoint of the prior range
NORTH CHARLESTON, S.C., November 4, 2026 – Ingevity Corporation (NYSE: NGVT) today reported its financial results for the third quarter of 2026.
The results and guidance in this release include non-GAAP financial measures; see “Use of non‑GAAP financial measures” section for definitions and reconciliations to the most comparable GAAP measure. Unless otherwise stated, all comparisons below are made versus the same period in 2025 and are presented on a continuing operations basis.
Full Company Results
Net sales of $305.1 million decreased 8%, primarily driven by the sale of the Road Markings product line on April 15, 2026. Excluding Road Markings, sales increased 2%. The company reported net income from continuing operations of $51.1 million or $1.46 per diluted share (EPS). Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations decreased $2.4 million to $108.0 million, while adjusted EBITDA margin expanded 230 basis points to 35.4%. Favorable pricing and product mix, strong operating performance in Performance Materials and improved results in Advanced Polymer Technologies partially offset higher input and logistics costs in Pavement Technologies and Advanced Polymer Technologies.
“Third quarter results reflect disciplined execution across the portfolio amid a mixed global demand environment,” said Ingevity President and CEO Dave Li. “Performance Materials benefited from resilient North American automotive demand, driven by favorable hybrid vehicle trends and higher filtration sales, driven by pricing, while Advanced Polymer Technologies delivered improved profitability on better pricing and product mix. In Pavement Technologies, softer demand and higher input and logistic costs pressured results. We are taking action to improve performance while remaining confident in the long-term value of the business.
We are particularly encouraged by the progress in filtration, where our investments in talent, technology and commercial capabilities are translating into customer adoption and tangible growth. While still early, this progress strengthens our confidence in filtration’s potential to become a meaningful contributor to Ingevity’s growth and profitability. We also continue to advance the sale of Advanced Polymer Technologies, however, the timing of an announced agreement may extend into early 2027. With solid execution through the first nine months, we are narrowing our full-year adjusted EBITDA guidance while maintaining the midpoint of our previous range, reflecting increased visibility and confidence as we enter the final quarter of the year.”
Segment Results
Performance Materials
Performance Materials net sales remained strong and nearly flat to prior year at $154.1 million as resilient North American demand, supported by continued consumer preference for hybrid vehicles, and higher non-auto filtration sales driven primarily by pricing, offset lower volumes from softness in automotive applications in China and Europe. Segment EBITDA held essentially flat to $83.4 million as pricing actions, non-auto filtration growth and strong manufacturing performance were offset by lower volumes and higher SG&A. Segment EBITDA margin remained strong at 54.1%, consistent with the prior year, demonstrating the resilient earnings power of the segment.
Pavement Technologies
Pavement Technologies net sales decreased 24% to $106.0 million, primarily due to the April 15, 2026, divestiture of the Road Markings product line. Excluding Road Markings, sales were nearly flat as higher prices offset softer demand. Persistently higher asphalt costs, driven by crude oil inflation, continued to increase project costs for our customers, pressuring demand and limiting sales growth. Segment EBITDA was $19.6 million, down $7.3 million. Segment EBITDA reflects lower volumes, the retention of dis-synergy costs largely due to the divestiture of road markings, as well as higher input and logistics costs. Segment EBITDA margin was 18.5%, compared with 19.2% in the prior year.
Advanced Polymer Technologies
Advanced Polymer Technologies net sales increased 18% to $45.0 million driven by higher pricing, including a price surcharge to offset increased input costs, and favorable mix toward higher-value derivative products. Segment EBITDA for the quarter increased $0.7 million to $11.7 million, primarily driven by the favorable product mix and higher pricing partially offset by higher input costs. Segment EBITDA margin was 26.0%, down 280 basis points as pricing surcharges helped to recover higher input costs, but carried little to no incremental margin.
Corporate and Other
Corporate and other expenses, which are not included in segment financial results, were $6.7 million, an improvement of $1.1 million from the prior year.
Liquidity/Other Continuing and Discontinued Operations
Third quarter operating cash flow was $99.2 million, a decrease of $30.5 million versus the same quarter in 2025. The company generated $85.5 million free cash flow, a decrease of $32.3 million driven primarily by $21 million of working capital benefits in the prior year period from divested businesses. Additionally, capital expenditures increased approximately $2 million to $14 million for the quarter.
Share repurchases totaled approximately $39 million during the third quarter at a weighted average price of $71.45 per share, bringing year-to-date share repurchases to approximately $125 million. Approximately $172 million of available capacity remains under the company's current share repurchase authorization. Net leverage remained at 2.5 times, consistent with the second quarter and down from 2.7 times in the prior-year period.
Full Year 2026 Outlook:
Following solid third-quarter results, the company is narrowing its full-year 2026 adjusted EBITDA outlook to a range of $385 million to $395 million, maintaining the midpoint of the prior range. The company expects full-year net sales of approximately $1.1 billion and diluted adjusted EPS of $5.25 to $5.45. Free cash flow is now expected to be between $220 million and $230 million, excluding the second quarter $113.2 million litigation settlement payment, reflecting increased capital expenditures and working capital investments as the company enters 2027.
The company intends to use its strong free cash flow to maintain leverage within its long-term target range of 2.0 to 2.5 times and return capital to shareholders. The outlook reflects continued resilient performance in Performance Materials, improved year-over-year results in Advanced Polymer Technologies and continued cost pressures within Pavement Technologies. The 2026 outlook includes full-year financial results for Advanced Polymer Technologies
but excludes the divested Industrial Specialties product line for the full year and Road Markings following its April 15, 2026, divestiture.
Additional Information: The company will host a live webcast on Thursday, November 5, at 10:00 a.m. (Eastern) to discuss third quarter 2026 fiscal results. The webcast can be accessed via the Investor section of Ingevity’s website. Participants may pre-register for the event here.
Participants may also listen to the conference call by dialing 833 461 5787 (inside the U.S.) and entering access code 736418594. Callers outside the U.S. can find international dial-in numbers here. For those unable to join the live event, a recording will be available beginning at approximately 2:00 p.m. (Eastern) on November 5, 2026, through November 4, 2027, at this replay link.
Instructions for accessing the webcast and conference call, along with a slide deck containing relevant financial and statistical information, will be posted to the Investors section of Ingevity’s website after the company issues its earnings release on November 4, 2026.
Ingevity: Purify, Protect and Enhance
Ingevity (NYSE: NGVT) is a global specialty materials company that develops advanced carbon and engineered materials solutions that improve mobility, strengthen and extend the life of infrastructure and enhance industrial processes. With a century of innovation, we work closely with customers to solve technical challenges and deliver materials that improve performance and environmental outcomes in essential applications. Our portfolio includes Performance Materials activated carbon technologies for emissions control and filtration; Pavement Technologies solutions for high-performance pavement applications and dispersants for crop protection; and Advanced Polymer Technologies specialty polymers for coatings and industrial applications. Headquartered in North Charleston, South Carolina, Ingevity operates from 17 locations worldwide and employs approximately 1,400 people. Learn more at ingevity.com.
Use of non-GAAP financial measures: This press release includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided within the Appendix to this press release. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided. The company does not attempt to provide reconciliations of forward-looking non-GAAP guidance to the comparable GAAP measure because the impact and timing of the factors underlying the guidance assumptions are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, Ingevity believes such reconciliations would imply a degree of certainty that could be confusing to investors.
Forward-looking statements: This press release contains “forward looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” “guidance,” “believes,” “anticipates” or similar expressions. Forward looking statements may include, without limitation, the potential benefits of any divestiture, acquisition or investment transaction, leadership transitions within our organization, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; litigation-related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward looking statements, or that could cause other forward looking statements to prove incorrect, include, without limitation, our ability to adjust our cost and operating structure after giving effect to any transaction that results from our announced review of strategic alternatives for our Advanced Polymer Technologies segment; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation, global trade tensions, and the Russia-Ukraine war and conflict in the middle east; risks related to our international sales and operations, including changes in tariffs; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; risks related to co-located operations; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; planned and unplanned production slowdowns and shutdowns, turnarounds and outages, attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; 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 and the chemicals industry; losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10 K as well as in our other filings with the SEC. These forward-looking statements speak only to management’s beliefs as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.
TABLE OF CONTENTS
| FINANCIAL SCHEDULES | Page | |||||||||||||
INGEVITY CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions, except per share data | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 305.1 | $ | 333.1 | $ | 877.2 | $ | 912.5 | |||||||||||||||
| Cost of sales | 172.3 | 199.2 | 489.0 | 538.9 | |||||||||||||||||||
| Gross profit | 132.8 | 133.9 | 388.2 | 373.6 | |||||||||||||||||||
| Selling, general, and administrative expenses | 38.1 | 44.1 | 117.8 | 129.6 | |||||||||||||||||||
| Research and technical expenses | 8.3 | 7.0 | 21.1 | 21.0 | |||||||||||||||||||
| Restructuring and other (income) charges, net | 0.2 | 1.0 | 2.4 | 10.1 | |||||||||||||||||||
| Goodwill impairment charge | — | — | — | 183.8 | |||||||||||||||||||
| Long-lived asset impairment charge | — | — | 32.1 | — | |||||||||||||||||||
| Other (income) expense, net | 3.8 | 1.2 | 21.4 | 9.5 | |||||||||||||||||||
| Interest expense, net | 13.5 | 18.4 | 43.6 | 56.4 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 68.9 | 62.2 | 149.8 | (36.8) | |||||||||||||||||||
| Provision (benefit) for income taxes on continuing operations | 17.8 | 21.4 | 35.5 | 34.7 | |||||||||||||||||||
| Net income (loss) from continuing operations | 51.1 | 40.8 | 114.3 | (71.5) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of income taxes | (1.8) | 2.7 | 30.1 | (11.0) | |||||||||||||||||||
| Net income (loss) | $ | 49.3 | $ | 43.5 | $ | 144.4 | $ | (82.5) | |||||||||||||||
| Per share data | |||||||||||||||||||||||
| Basic earnings (loss) per share from continuing operations | $ | 1.49 | $ | 1.12 | $ | 3.29 | $ | (1.97) | |||||||||||||||
| Basic earnings (loss) per share from discontinued operations | (0.05) | 0.08 | 0.87 | (0.30) | |||||||||||||||||||
| Basic earnings (loss) per share | $ | 1.44 | $ | 1.20 | $ | 4.16 | $ | (2.27) | |||||||||||||||
| Diluted earnings (loss) per share from continuing operations | $ | 1.46 | $ | 1.10 | $ | 3.23 | $ | (1.97) | |||||||||||||||
| Diluted earnings (loss) per share from discontinued operations | (0.05) | 0.08 | 0.85 | (0.30) | |||||||||||||||||||
| Diluted earnings (loss) per share | $ | 1.41 | $ | 1.18 | $ | 4.08 | $ | (2.27) | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | 34.3 | 36.3 | 34.7 | 36.4 | |||||||||||||||||||
| Diluted | 34.9 | 37.0 | 35.4 | 36.4 | |||||||||||||||||||
Financial Schedules - Page 1
INGEVITY CORPORATION
Segment Operating Results (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Performance Materials | $ | 154.1 | $ | 155.0 | $ | 470.1 | $ | 455.7 | |||||||||||||||
| Pavement Technologies | 106.0 | 139.9 | 268.5 | 333.1 | |||||||||||||||||||
| Advanced Polymer Technologies | 45.0 | 38.2 | 138.6 | 123.7 | |||||||||||||||||||
| Net sales | $ | 305.1 | $ | 333.1 | $ | 877.2 | $ | 912.5 | |||||||||||||||
| Performance Materials | $ | 83.4 | $ | 83.8 | $ | 261.5 | $ | 248.3 | |||||||||||||||
| Pavement Technologies | 19.6 | 26.9 | 45.6 | 61.5 | |||||||||||||||||||
| Advanced Polymer Technologies | 11.7 | 11.0 | 30.5 | 26.6 | |||||||||||||||||||
Segment EBITDA (1) | $ | 114.7 | $ | 121.7 | $ | 337.6 | $ | 336.4 | |||||||||||||||
Interest expense, net | (13.5) | (18.4) | (43.6) | (56.4) | |||||||||||||||||||
(Provision) benefit for income taxes on continuing operations | (17.8) | (21.4) | (35.5) | (34.7) | |||||||||||||||||||
Depreciation and amortization (2) | (20.9) | (27.7) | (65.6) | (77.4) | |||||||||||||||||||
Gain (loss) on sale of business (3) | (3.0) | — | 5.6 | — | |||||||||||||||||||
Restructuring and other income (charges), net (4) (5) | (0.2) | (1.0) | (2.4) | (10.1) | |||||||||||||||||||
Goodwill impairment charge (6) | — | — | — | (183.8) | |||||||||||||||||||
Long-lived asset impairment charge (6) | — | — | (32.1) | — | |||||||||||||||||||
Gain (loss) on strategic investment (4) (7) | — | — | — | (2.5) | |||||||||||||||||||
Litigation charge (8) | — | — | (16.2) | — | |||||||||||||||||||
Impairment of license agreement (9) | — | — | (2.8) | — | |||||||||||||||||||
Proxy contest charges (10) | — | — | — | (8.2) | |||||||||||||||||||
Portfolio realignment costs (11) | (1.5) | (1.1) | (7.6) | (1.1) | |||||||||||||||||||
Corporate and other (12) | (6.7) | (7.8) | (23.1) | (24.0) | |||||||||||||||||||
Indirect costs allocated to Divestiture (13) | — | (3.5) | — | (9.7) | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 51.1 | $ | 40.8 | $ | 114.3 | $ | (71.5) | |||||||||||||||
_______________
(1) 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, gain (loss) on sale of business, restructuring and other income (charges), net, 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.
(2) The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Performance Materials | $ | 11.7 | $ | 11.3 | $ | 33.7 | $ | 31.1 | |||||||||||||||
| Pavement Technologies | 3.2 | 6.4 | 10.2 | 18.3 | |||||||||||||||||||
| Advanced Polymer Technologies | 6.0 | 8.9 | 21.7 | 24.9 | |||||||||||||||||||
Indirect costs allocated to Divestiture (i) | — | 1.1 | — | 3.1 | |||||||||||||||||||
| Depreciation and amortization | $ | 20.9 | $ | 27.7 | $ | 65.6 | $ | 77.4 | |||||||||||||||
| _______________ | |||||||||||||||||||||||
| (i) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment. | |||||||||||||||||||||||
(3) The gain (loss) relates to the sale of our former Performance Chemicals' road markings product line on April 15, 2026.
(4) For more information on these charges, refer to the Reconciliation of Adjusted Earnings table on page 8.
Financial Schedules - Page 2
(5) The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Performance Materials | $ | — | $ | — | $ | 1.5 | $ | — | |||||||||||||||
| Pavement Technologies | — | 0.2 | 1.8 | 1.4 | |||||||||||||||||||
| Advanced Polymer Technologies | 0.2 | 0.1 | (0.9) | 6.6 | |||||||||||||||||||
| Indirect costs allocated to Divestiture | — | 0.7 | — | 2.1 | |||||||||||||||||||
| Restructuring and other (income) charges, net | $ | 0.2 | $ | 1.0 | $ | 2.4 | $ | 10.1 | |||||||||||||||
(6) The company recorded a non-cash impairment charge within Advanced Polymer Technologies.
(7) Charge relates to our Advanced Polymer Technologies reportable segment.
(8) For information on our litigation charges please refer to Note 13, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements included in the Company’s Form 10-Q for the quarter ended March 31, 2026, filed on May 7, 2026. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2026.
(9) Charge represents an impairment of a license agreement within our Performance Materials reportable segment.
(10) Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest.
(11) Charges represent professional service fees related to a review of the company's portfolio.
(12) Corporate and other costs is defined as costs associated with corporate administrative functions (e.g., executive office, corporate finance, legal, human resources) and other compliance costs to operate as a NYSE listed entity. Also includes corporate administrative function share of information technology, safety, health, accounting and human resource departments.
(13) Includes indirect costs previously allocated to the Divestiture that are not eligible for discontinued operations accounting treatment.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of sales | $ | — | $ | 1.4 | $ | — | $ | 5.1 | |||||||||||||||
| Selling, general, and administrative expenses | — | 2.0 | — | 4.5 | |||||||||||||||||||
| Other (income) expense, net | — | 0.1 | — | 0.1 | |||||||||||||||||||
| Indirect costs allocated to Divestiture | $ | — | $ | 3.5 | $ | — | $ | 9.7 | |||||||||||||||
Financial Schedules - Page 3
INGEVITY CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
| In millions | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 85.4 | $ | 78.1 | |||||||
| Accounts receivable, net | 154.3 | 127.2 | |||||||||
| Inventories, net | 153.9 | 186.0 | |||||||||
| Restricted investment, net | 86.6 | — | |||||||||
| Prepaid and other current assets | 51.5 | 47.0 | |||||||||
| Current assets of discontinued operations | — | 15.9 | |||||||||
| Current assets | 531.7 | 454.2 | |||||||||
| Property, plant, and equipment, net | 572.4 | 608.1 | |||||||||
| Goodwill | 4.3 | 4.3 | |||||||||
| Other intangibles, net | 133.2 | 176.1 | |||||||||
| Deferred income taxes | 74.6 | 117.0 | |||||||||
| Restricted investment, net | — | 84.4 | |||||||||
| Strategic investments | 83.3 | 83.1 | |||||||||
| Other assets | 103.9 | 104.4 | |||||||||
| Noncurrent assets of discontinued operations | — | 19.5 | |||||||||
| Total Assets | $ | 1,503.4 | $ | 1,651.1 | |||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 82.4 | $ | 92.0 | |||||||
| Accrued expenses | 72.6 | 148.0 | |||||||||
| Notes payable and current maturities of long-term debt | 156.4 | 47.1 | |||||||||
| Other current liabilities | 47.6 | 51.1 | |||||||||
| Current liabilities of discontinued operations | — | 3.1 | |||||||||
| Current liabilities | 359.0 | 341.3 | |||||||||
| Long-term debt including finance lease obligations | 989.1 | 1,161.4 | |||||||||
| Deferred income taxes | 43.8 | 55.1 | |||||||||
| Other liabilities | 48.5 | 62.9 | |||||||||
| Noncurrent liabilities of discontinued operations | — | 0.7 | |||||||||
| Total Liabilities | 1,440.4 | 1,621.4 | |||||||||
| Equity | 63.0 | 29.7 | |||||||||
| Total Liabilities and Equity | $ | 1,503.4 | $ | 1,651.1 | |||||||
Financial Schedules - Page 4
INGEVITY CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 (1) | 2025 (1) | 2026 (1) | 2025 (1) | |||||||||||||||||||
| Cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Net income (loss) | $ | 49.3 | $ | 43.5 | $ | 144.4 | $ | (82.5) | |||||||||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | 20.9 | 28.0 | 65.6 | 78.5 | |||||||||||||||||||
| Restructuring and other (income) charges, net | 2.2 | 9.9 | 17.1 | 44.1 | |||||||||||||||||||
| Goodwill impairment charge | — | — | — | 183.8 | |||||||||||||||||||
| Long-lived asset impairment charge | — | — | 32.1 | — | |||||||||||||||||||
| (Gain) loss on sale of business | 3.2 | — | (59.6) | — | |||||||||||||||||||
| Litigation charges | — | — | 16.2 | — | |||||||||||||||||||
| Other non-cash items | 22.9 | 35.9 | 67.5 | 49.5 | |||||||||||||||||||
| Changes in operating assets and liabilities, net of effect of divestitures: | |||||||||||||||||||||||
| Restructuring and other cash outflow, net | (2.7) | (12.3) | (18.1) | (35.4) | |||||||||||||||||||
| CTO resales cash inflow (outflow), net | — | — | — | 6.2 | |||||||||||||||||||
| Litigation settlement payment | — | — | (113.2) | — | |||||||||||||||||||
| Changes in other operating assets and liabilities, net | 3.4 | 24.7 | (68.6) | (10.1) | |||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 99.2 | $ | 129.7 | $ | 83.4 | $ | 234.1 | |||||||||||||||
| Cash provided by (used in) investing activities: | |||||||||||||||||||||||
| Capital expenditures | $ | (13.7) | $ | (11.9) | $ | (34.3) | $ | (34.1) | |||||||||||||||
| Proceeds from sale of businesses | — | — | 156.3 | — | |||||||||||||||||||
| Proceeds from restricted investment | 2.5 | — | 50.3 | — | |||||||||||||||||||
| Purchase of strategic investments | (21.0) | — | (21.0) | ||||||||||||||||||||
| Other investing activities, net | — | 4.8 | (1.8) | 12.7 | |||||||||||||||||||
| Net cash provided by (used in) investing activities | $ | (11.2) | $ | (28.1) | $ | 170.5 | $ | (42.4) | |||||||||||||||
| Cash provided by (used in) financing activities: | |||||||||||||||||||||||
| Proceeds from revolving credit facility and other borrowings | $ | 59.5 | $ | 51.0 | $ | 937.0 | $ | 209.5 | |||||||||||||||
| Payments on revolving credit facility and other borrowings | (114.2) | (120.7) | (999.8) | (350.0) | |||||||||||||||||||
| Debt issuance costs | — | — | (4.0) | — | |||||||||||||||||||
| Finance lease obligations, net | (0.3) | (0.3) | (0.9) | (0.9) | |||||||||||||||||||
| Tax payments related to withholdings on vested equity awards | (0.6) | (0.2) | (6.3) | (2.8) | |||||||||||||||||||
| Proceeds and withholdings from share-based compensation plans, net | 0.4 | 0.6 | 6.2 | 0.6 | |||||||||||||||||||
| Repurchases of common stock under stock repurchase plan | (38.5) | (25.2) | (125.3) | (25.2) | |||||||||||||||||||
| Net cash provided by (used in) financing activities | $ | (93.7) | $ | (94.8) | $ | (193.1) | $ | (168.8) | |||||||||||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | (5.7) | 6.8 | 60.8 | 22.9 | |||||||||||||||||||
| Effect of exchange rate changes on cash | (2.8) | 0.5 | (1.0) | 4.9 | |||||||||||||||||||
Change in cash, cash equivalents, and restricted cash | (8.5) | 7.3 | 59.8 | 27.8 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 155.3 | 107.1 | 112.6 | 86.6 | |||||||||||||||||||
Cash, cash equivalents, and restricted cash at end of period (2) | $ | 146.8 | $ | 114.4 | $ | 172.4 | $ | 114.4 | |||||||||||||||
(1) The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. | |||||||||||||||||||||||
(2) Includes restricted cash of $87.0 million and $31.0 million and cash and cash equivalents of $85.4 million and $83.4 million at September 30, 2026 and 2025, respectively. Restricted cash is included within "Prepaid and other current assets" and "Restricted investment, net" within the condensed consolidated balance sheets. | |||||||||||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | 9.6 | $ | 13.5 | $ | 38.1 | $ | 50.7 | |||||||||||||||
| Cash paid for income taxes, net of refunds | 5.1 | 1.5 | 2.4 | 7.1 | |||||||||||||||||||
| Purchases of property, plant, and equipment in accounts payable | 1.1 | (0.7) | 1.8 | 1.6 | |||||||||||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | 0.5 | 0.6 | 5.4 | 1.0 | |||||||||||||||||||
Financial Schedules - Page 5
Ingevity Corporation
Non-GAAP Financial Measures
Ingevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP on the following pages. These financial measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.
We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance, liquidity measures, and projected future results.
Ingevity uses the following non-GAAP measures:
Adjusted earnings (loss) from continuing operations is defined as net income (loss) from continuing operations adjusted for restructuring and other (income) charges, net, goodwill impairment charges, long-lived asset impairment charge, acquisition and other-related (income) costs, pension and postretirement settlement and curtailment (income) charges, impairment of license agreement, debt refinancing fees, litigation charge, proxy contest charges, portfolio realignment costs, (gain) loss on sale of business, (gain) loss on strategic investment, the income tax expense (benefit) on those items, and the provision (benefit) from certain discrete tax items.
Diluted adjusted earnings (loss) from continuing operations per share is defined as diluted earnings (loss) from continuing operations per share adjusted for restructuring and other (income) charges, net, per share, acquisition and other-related (income) costs per share, pension and postretirement settlement and curtailment (income) charges per share, impairment of license agreement per share, debt refinancing fees per share, litigation charge per share, proxy contest charges per share, portfolio realignment costs per share, (gain) loss on sale of business per share, (gain) loss on strategic investment per share, goodwill impairment charge per share, long-lived asset impairment charge, the income tax expense (benefit) per share on those items, and the provision (benefit) from certain discrete tax items per share.
Adjusted EBITDA from continuing operations is defined as net income (loss) from continuing operations adjusted for interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, acquisition and other-related (income) costs, litigation charge, impairment of license agreement, proxy contest charges, portfolio realignment costs, (gain) loss on sale of business, (gain) loss on strategic investment, goodwill impairment charge, long-lived asset impairment charge and pension and postretirement settlement and curtailment (income) charges, net.
Adjusted EBITDA from discontinued operations is defined as net income (loss) from discontinued operations adjusted for interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, and (gain) loss on sale of business.
Total Adjusted EBITDA is defined as Adjusted EBITDA from continuing operations and Adjusted EBITDA from discontinued operations.
Adjusted EBITDA margin from continuing operations is defined as Adjusted EBITDA from continuing operations divided by Net sales from continuing operations.
Adjusted EBITDA margin from discontinued operations is defined as Adjusted EBITDA from discontinued operations divided by Net sales from discontinued operations.
Total Adjusted EBITDA Margin is defined as Total Adjusted EBITDA divided by Total net sales.
Total Net Sales is defined as Net sales from continuing operations and Net sales from discontinued operations.
Net Debt is defined as the sum of notes payable, short-term debt, current maturities of long-term debt and long-term debt including finance lease obligations less the sum of cash and cash equivalents, restricted cash associated with our new market tax credit financing arrangement, and restricted investment associated with certain finance lease obligations, excluding the allowance for credit losses on held-to-maturity debt securities held within the restricted investment.
Net Debt Ratio is defined as Net Debt divided by the last twelve months Total Adjusted EBITDA.
Free Cash Flow is defined as the sum of net cash provided by (used in) the following items: operating activities less capital expenditures.
Financial Schedules - Page 6
Ingevity Corporation
Non-GAAP Financial Measures
Free Cash Flow per share is defined as Free Cash Flow divided by diluted weighted average common shares outstanding.
Ingevity's management also uses the above financial measures as the primary measures of profitability and liquidity of the business. In addition, Ingevity believes Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.
GAAP Reconciliation of 2026 Adjusted EBITDA Guidance
Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided below. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided. The company does not attempt to provide reconciliations of forward-looking non-GAAP guidance to the comparable GAAP measure because the impact and timing of the factors underlying the guidance assumptions are inherently uncertain, difficult to predict, and are unavailable without unreasonable efforts. In addition, Ingevity believes such reconciliations would imply a degree of certainty that could be confusing to investors.
Financial Schedules - Page 7
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures
Adjusted Earnings and Diluted Adjusted Earnings per Share Reconciliation (GAAP to Non-GAAP)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In millions, except per share data (unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income (loss) from continuing operations (GAAP) | $ | 51.1 | $ | 40.8 | $ | 114.3 | $ | (71.5) | ||||||||||||||||||
Restructuring and other (income) charges, net (1) | 0.2 | 1.0 | 2.4 | 10.1 | ||||||||||||||||||||||
Goodwill impairment charge (2) | — | — | — | 183.8 | ||||||||||||||||||||||
Long-lived asset impairment charge (2) | — | — | 32.1 | — | ||||||||||||||||||||||
(Gain) loss on sale of business (3) | 3.0 | — | (5.6) | — | ||||||||||||||||||||||
Litigation charge (4) | — | — | 16.2 | — | ||||||||||||||||||||||
Impairment of license agreement (5) | — | — | 2.8 | — | ||||||||||||||||||||||
(Gain) loss on strategic investment (6) | — | — | — | 2.5 | ||||||||||||||||||||||
Proxy contest charges (7) | — | — | — | 8.2 | ||||||||||||||||||||||
Portfolio realignment costs (8) | 1.5 | 1.1 | 7.6 | 1.1 | ||||||||||||||||||||||
Tax effect on items above (9) | (1.1) | (0.5) | (13.5) | (51.2) | ||||||||||||||||||||||
Certain discrete tax provision (benefit) (10) | 2.0 | 5.9 | 3.3 | 47.2 | ||||||||||||||||||||||
Adjusted earnings (loss) from continuing operations (Non-GAAP) | $ | 56.7 | $ | 48.3 | $ | 159.6 | $ | 130.2 | ||||||||||||||||||
| Diluted earnings (loss) from continuing operations per share (GAAP) | $ | 1.46 | $ | 1.10 | $ | 3.23 | $ | (1.97) | ||||||||||||||||||
| Restructuring and other (income) charges, net | 0.01 | 0.03 | 0.07 | 0.28 | ||||||||||||||||||||||
| Goodwill impairment charge | — | — | — | 5.01 | ||||||||||||||||||||||
Long-lived asset impairment charge | — | — | 0.91 | — | ||||||||||||||||||||||
| (Gain) loss on sale of business | 0.09 | — | (0.16) | — | ||||||||||||||||||||||
| Litigation charge | — | — | 0.46 | — | ||||||||||||||||||||||
| Impairment of license agreement | — | — | 0.08 | — | ||||||||||||||||||||||
| (Gain) loss on strategic investment | — | — | — | 0.07 | ||||||||||||||||||||||
| Proxy contest charges | — | — | — | 0.22 | ||||||||||||||||||||||
| Portfolio realignment costs | 0.04 | 0.03 | 0.21 | 0.03 | ||||||||||||||||||||||
| Tax effect on items above | (0.03) | (0.01) | (0.38) | (1.38) | ||||||||||||||||||||||
| Certain discrete tax provision (benefit) | 0.06 | 0.16 | 0.09 | 1.28 | ||||||||||||||||||||||
Diluted adjusted earnings (loss) from continuing operations per share (Non-GAAP) | $ | 1.63 | $ | 1.31 | $ | 4.51 | $ | 3.54 | ||||||||||||||||||
Weighted average common shares outstanding - Diluted (11) | 34.9 | 37.0 | 35.4 | 36.8 | ||||||||||||||||||||||
Financial Schedules - Page 8
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures
_______________
(1) 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; details of which are included in the table below. For the details of these costs between our reportable segments, see Segment Operating Results on page 2.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Work force reductions and other | $ | 0.2 | $ | 0.3 | $ | 1.2 | $ | 8.0 | |||||||||||||||
| Performance Chemicals repositioning | — | 0.7 | 1.2 | 2.1 | |||||||||||||||||||
Restructuring charges (i) | 0.2 | 1.0 | 2.4 | 10.1 | |||||||||||||||||||
Other (income) charges, net (i) | — | — | — | — | |||||||||||||||||||
Restructuring and other (income) charges, net (ii) | $ | 0.2 | $ | 1.0 | $ | 2.4 | $ | 10.1 | |||||||||||||||
| _________________ | |||||||||||||||||||||||
(i) Amounts are recorded within Restructuring and other (income) charges, net on the condensed consolidated statement of operations. | |||||||||||||||||||||||
(ii) For information on our Workforce reductions and other and our Performance Chemicals' repositioning please refer to Note 11, Restructuring and Other (Income) Charges, net, in the Notes to the Condensed Consolidated Financial Statements included in the Company’s Form 10-Q for the quarter ended March 31, 2026, filed on May 7, 2026. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2026. | |||||||||||||||||||||||
(2) The company recorded a non-cash impairment charge within Advanced Polymer Technologies.
(3) The (gain) loss relates to the sale of our former Performance Chemicals' road markings product line on April 15, 2026.
(4) For information on our litigation charges please refer to Note 13, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements included in the Company’s Form 10-Q for the quarter ended March 31, 2026, filed on May 7, 2026. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2026.
(5) Charge represents an impairment of a license agreement within our Performance Materials reportable segment.
(6) We exclude gains and losses from sales of strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment. We believe that the inclusion of such gains or losses, would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results. The charge relates to our Advanced Polymer Technologies reportable segment.
(7) Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest.
(8) Charges represent professional service fees related to a review of the company's portfolio.
(9) Income tax impact of non-GAAP adjustments is the summation of the calculated income tax charge related to each pre-tax non-GAAP adjustment. The non-GAAP adjustments relate primarily to adjustments in the United States. As such, the income tax effect is calculated using the statutory tax rates of 21% for the United States and approximately 2.5% for state and local taxes, applied to the non-GAAP adjustments.
(10) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of legislative tax rate changes.
(11) The average number of shares outstanding used in the nine months ended 2025 diluted adjusted earnings (loss) per share computation (Non-GAAP) includes 0.4 million dilute shares. This number of shares differs from the average number of shares outstanding used in diluted earnings (loss) per share computations (GAAP) as we had a net loss on a GAAP basis.
Financial Schedules - Page 9
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA Reconciliation (GAAP to Non-GAAP)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions, except percentages (unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) from continuing operations (GAAP) | $ | 51.1 | $ | 40.8 | $ | 114.3 | $ | (71.5) | |||||||||||||||
| Provision (benefit) for income taxes on continuing operations | 17.8 | 21.4 | 35.5 | 34.7 | |||||||||||||||||||
| Interest expense, net | 13.5 | 18.4 | 43.6 | 56.4 | |||||||||||||||||||
| Depreciation and amortization | 20.9 | 27.7 | 65.6 | 77.4 | |||||||||||||||||||
Restructuring and other (income) charges, net (1) | 0.2 | 1.0 | 2.4 | 10.1 | |||||||||||||||||||
Goodwill impairment charge (1) | — | — | — | 183.8 | |||||||||||||||||||
Long-lived asset impairment charge (1) | — | — | 32.1 | — | |||||||||||||||||||
(Gain) loss on sale of business (1) | 3.0 | — | (5.6) | — | |||||||||||||||||||
Litigation charge (1) | — | — | 16.2 | — | |||||||||||||||||||
Impairment of license agreement (1) | — | — | 2.8 | — | |||||||||||||||||||
| (Gain) loss on strategic investments | — | — | — | 2.5 | |||||||||||||||||||
Proxy contest charges (1) | — | — | — | 8.2 | |||||||||||||||||||
Portfolio realignment costs (1) | 1.5 | 1.1 | 7.6 | 1.1 | |||||||||||||||||||
Adjusted EBITDA from continuing operations (Non-GAAP) | $ | 108.0 | $ | 110.4 | $ | 314.5 | $ | 302.7 | |||||||||||||||
| Net income (loss) from discontinued operations (GAAP) | $ | (1.8) | $ | 2.7 | $ | 30.1 | $ | (11.0) | |||||||||||||||
| Provision (benefit) for income taxes on discontinued operations | (0.5) | (1.0) | 9.2 | (4.2) | |||||||||||||||||||
| Depreciation and amortization | — | 0.3 | — | 1.1 | |||||||||||||||||||
Restructuring and other (income) charges, net (1) | 2.1 | 8.8 | 14.7 | 33.9 | |||||||||||||||||||
(Gain) loss on sale of business (1) | 0.2 | — | (54.0) | — | |||||||||||||||||||
Adjusted EBITDA from discontinued operations (Non-GAAP) | $ | — | $ | 10.8 | $ | — | $ | 19.8 | |||||||||||||||
| Total Adjusted EBITDA (Non-GAAP) | $ | 108.0 | $ | 121.2 | $ | 314.5 | $ | 322.5 | |||||||||||||||
Net sales from continuing operations | $ | 305.1 | $ | 333.1 | $ | 877.2 | $ | 912.5 | |||||||||||||||
| Net income (loss) margin from continuing operations | 16.7 | % | 12.2 | % | 13.0 | % | (7.8) | % | |||||||||||||||
Adjusted EBITDA margin from continuing operations (Non-GAAP) | 35.4 | % | 33.1 | % | 35.9 | % | 33.2 | % | |||||||||||||||
Net sales from discontinued operations | $ | — | $ | 29.0 | $ | — | $ | 98.7 | |||||||||||||||
| Net income (loss) margin from discontinued operations | — | % | 9.3 | % | — | % | (11.1) | % | |||||||||||||||
Adjusted EBITDA margin from discontinued operations (Non-GAAP) | — | % | 37.2 | % | — | % | 20.1 | % | |||||||||||||||
Total Net sales (Non-GAAP) | $ | 305.1 | $ | 362.1 | $ | 877.2 | $ | 1,011.2 | |||||||||||||||
| Net income (loss) as a percentage of Total Net sales | 16.2 | % | 12.0 | % | 16.5 | % | (8.2) | % | |||||||||||||||
Total Adjusted EBITDA margin (Non-GAAP) | 35.4 | % | 33.5 | % | 35.9 | % | 31.9 | % | |||||||||||||||
_______________
(1) For more information on these charges, refer to the Adjusted Earnings Reconciliation (GAAP to Non-GAAP) table on page 8.
Financial Schedules - Page 10
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures
Free Cash Flow Calculation (Non-GAAP)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions (unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 99.2 | $ | 129.7 | $ | 83.4 | $ | 234.1 | |||||||||||||||
Less: Litigation Settlement Payment (1) | — | — | (113.2) | — | |||||||||||||||||||
| Less: Capital expenditures | 13.7 | 11.9 | 34.3 | 34.1 | |||||||||||||||||||
| Free Cash Flow (Non-GAAP) | $ | 85.5 | $ | 117.8 | $ | 162.3 | $ | 200.0 | |||||||||||||||
| Free Cash Flow per share (Non-GAAP) | $ | 2.45 | $ | 3.18 | $ | 4.58 | $ | 5.43 | |||||||||||||||
Weighted average common shares outstanding - Diluted (2) | 34.9 | 37.0 | 35.4 | 36.8 | |||||||||||||||||||
_______________
(1) For the nine months ended September 30, 2026, Free Cash Flow excludes a litigation settlement payment. For more information, refer to the Notes to the Condensed Consolidated Financial Statements included in the Company’s Form 10-Q for the period ended March 31, 2026, filed on May 7, 2026. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2026.
(2) The average number of shares outstanding used in the nine months ended 2025 diluted adjusted earnings (loss) per share computation (Non-GAAP) includes 0.4 million diluted shares. This number of shares differs from the average number of shares outstanding used in diluted earnings (loss) per share computations (GAAP) as we had a net loss on a GAAP basis.
Financial Schedules - Page 11
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures
Net Debt Ratio Calculation (Non-GAAP)
| In millions, except ratios (unaudited) | September 30, 2026 | ||||
| Notes payable and current maturities of long-term debt | $ | 156.4 | |||
| Long-term debt including finance lease obligations | 989.1 | ||||
| Debt issuance costs | 2.3 | ||||
| Total Debt | 1,147.8 | ||||
| Less: | |||||
Cash and cash equivalents (1) | 85.5 | ||||
Restricted investment (2) | 86.6 | ||||
Net Debt | $ | 975.7 | |||
| Net Debt Ratio (Non-GAAP) | |||||
| Adjusted EBITDA (Non-GAAP) | |||||
Twelve months ended December 31, 2025 - Total Adjusted EBITDA | $ | 397.5 | |||
Nine months ended September 30, 2025 (3) - Total Adjusted EBITDA | (322.5) | ||||
Nine months ended September 30, 2026 (3) - Total Adjusted EBITDA | 314.5 | ||||
Total Adjusted EBITDA (Non-GAAP) - last twelve months (LTM) as of September 30, 2026 | $ | 389.5 | |||
| Net debt ratio (Non-GAAP) | 2.5x | ||||
_______________
(1) Includes $0.1 million of Restricted Cash related to the new market tax credit financing arrangement.
(2) Our restricted investment is a trust managed to secure repayment of the finance lease obligation associated with the Performance Materials’ Wickliffe, Kentucky, manufacturing site at maturity. The long-term bonds held by the trust matured during 2026. Following maturity, the proceeds are held in highly liquid securities and are treated as restricted cash. The principal received upon maturity, together with previously reinvested interest income, is expected to equal or exceed the $80.0 million finance lease obligation due in January 2027.
(3) Refer to the Adjusted EBITDA Reconciliation (GAAP to Non-GAAP) schedule on page 10 for the reconciliation to the most comparable GAAP financial measure.
Contact: Caroline Monahan 843-740-2068 media@ingevity.com | ||||||||
Investors: Mickey Walsh 843-740-2002 investors@ingevity.com | ||||||||
Financial Schedules - Page 12