8-K
Ingevity Corp (NGVT)
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
January1, 2026
Date
of Report (date of earliest event reported)
INGEVITY
CORPORATION
(Exactname of registrant as specified in its charter)
| Delaware | 001-37586 | 47-4027764 | |
|---|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) | |
| 4920 O’Hear Avenue, Suite 400 | North Charleston | South Carolina | 29405 |
| --- | --- | --- | --- |
| (Addressof principal executive offices) | (Zip code) |
Registrant’s
telephone number, including area code: 843-740-2300
NotApplicable
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | NGVT | New York Stock Exchange |
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 ☐
IntroductoryNote
On January 1, 2026, Ingevity Corporation, a Delaware corporation (“Ingevity”), completed the transaction (the “Transaction”) previously disclosed in its Current Report on Form 8-K filed by Ingevity with the Securities and Exchange Commission (“SEC”) on September 4, 2025 (the “Previous Form 8-K”). The Transaction was completed pursuant to that certain Asset Purchase Agreement, dated as of September 2, 2025 (the “Original Purchase Agreement”), by and between Ingevity and Mainstream Pine Products, LLC, a Delaware limited liability company (“Buyer,” and together with Ingevity, collectively, the “Parties”), as amended by that certain First Amendment to Asset Purchase Agreement, dated as of January 1, 2026 (the “Amendment,” and together with the Original Purchase Agreement, collectively, the “Purchase Agreement”).
The descriptions of the Transaction and the Original Purchase Agreement are incorporated herein by reference to the Previous Form 8-K.
| Item 1.01. | Entry Into a Material Definitive Agreement |
|---|
Amendmentto Asset Purchase Agreement
In connection with the Closing, on January 1, 2026, the Parties entered into the Amendment, which, among other things, modified the scope of assets being transferred pursuant to the Original Purchase Agreement by excluding non-lignin dispersant products sold to existing customers for agricultural chemical applications. Except to the extent specifically amended in, or supplemented by, the Amendment, the Purchase Agreement, which was filed as Exhibit 2.1 to the Previous Form 8-K, remains unchanged and in full force and effect.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
|---|
The information provided under the Introductory Note and Item 1.01 in this Current Report on Form 8-K are incorporated by reference into this Item 2.01. In accordance with the Purchase Agreement, on January 1, 2026, Buyer purchased substantially all of the assets and assumed and acquired certain of the rights and liabilities of Ingevity or its applicable affiliates that related to or are used in connection with (a) Ingevity’s industrial specialties product line (other than certain businesses and products more fully described in the Purchase Agreement) and (b) Ingevity’s North Charleston, South Carolina crude tall oil refinery and Ingevity’s and its affiliates’ operations thereof.
The foregoing description of the Purchase Agreement and the disposition by Ingevity thereunder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 to the Previous Form 8-K and the full text of the Amendment filed as Exhibit 2.2 hereto, each of which are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure |
|---|
On January 5, 2026, Ingevity issued a press release announcing that it had completed the Transaction. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 2.1 | Asset Purchase Agreement, dated September 3, 2025, by and between Ingevity Corporation and Mainstream Pine Products, LLC (incorporated by reference to Exhibit 2.1 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on September 4, 2025)* |
| 2.2 | First Amendment to Asset Purchase Agreement, dated January 1, 2025, by and between Ingevity Corporation and Mainstream Pine Products, LLC* |
| 99.1 | Press Release, dated January 5, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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) | ||
| Date:<br> January 5, 2026 | By: | /s/Mary Dean Hall |
| Mary Dean Hall | ||
| Executive Vice President and Chief Financial Officer |
Exhibit2.2
Exhibit99.1
 |
Ingevity<br> Corporation<br><br><br><br>4920<br>O’Hear Avenue<br><br><br><br>Suite<br>400<br><br><br><br>North<br>Charleston, S.C. 29405 USA<br><br><br><br>www.ingevity.com |
|---|---|
| News | Contact:<br><br><br><br>Caroline<br>Monahan<br><br><br><br>843-740-2068<br><br><br><br>caroline.monahan@ingevity.com |
| Investors:<br><br><br><br>John<br>E. Nypaver, Jr.<br><br><br><br>843-740-2002<br><br><br><br>investors@ingevity.com |
Ingevityannounces successful completion of sale of North Charleston crude tall oil refinery and majority of Industrial Specialties product line
Transactionreduces portfolio volatility, strengthens Ingevity’s margin and cash flow profile and enhances strategic flexibility
NORTH CHARLESTON, SC, Jan. 5, 2026 – Ingevity Corporation (NYSE: NGVT) today announced the completion of the previously disclosed sale of its North Charleston Crude Tall Oil (CTO) refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream Pine Products, LLC (Mainstream). Per the terms of the agreement, the all-cash transaction includes $110 million at closing plus potential contingent consideration ranging from $0 to $19 million, subject to the achievement of future business performance milestones. The transaction is subject to customary adjustments.
“The completion of the sale of our CTO refinery assets and Industrial Specialties product line is an important step in our strategic plan to simplify and streamline our business as a best-in-class specialty materials company,” said Ingevity President and CEO, Dave Li. “The Industrial Specialties business has played a meaningful role in Ingevity’s legacy, and we are confident it will continue to thrive under Mainstream’s ownership.”
The transaction marks a pivotal step in reshaping Ingevity’s overall portfolio, as outlined at the company’s December 8 investor event. By exiting its remaining CTO-based product lines – while retaining the Pavement Technologies business and other lignin-based dispersant products – the company is sharpening its focus on higher-margin specialty applications in activated carbon and pavement technologies, consistent with its strategic priorities.
The CTO refinery assets included in the transaction are co-located on the campus of Ingevity’s North Charleston, South Carolina, Performance Chemicals manufacturing facility.
Ingevity:Purify, Protect and Enhance
Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and pavement technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 24 locations around the world and employs approximately 1,500 people. The company’s common stock is traded on the New York Stock Exchange (NYSE: NGVT). For more information, visit ingevity.com.
AboutForward-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,” “believes,” “anticipates” or similar expressions. Forward-looking statements may include, without limitation, the potential benefits of any transaction, including the sale of Ingevity’s North Charleston CTO refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream (Transaction), payment of any contingent consideration pursuant to the Transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations. 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, risks that the expected benefits from the Transaction will not be realized or will not be realized within the expected time period; risks associated with the co-located businesses and potential impacts to Ingevity’s plant operations, and such other factors detailed from time to time in Part I, Item 1A. Risk Factors in our 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.
Contact:
Caroline Monahan
843-740-2068
media@ingevity.com
Investors:
John E. Nypaver, Jr.
843-740-2002
investors@ingevity.com