Every material Form 8-K Ingevity has filed with the SEC since May 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ingevity reported third-quarter 2026 results, with net sales down 8% to $305.1 million, mainly because of the April 15, 2026 sale of the Road Markings product line. Net income from continuing operations rose to $51.1 million, or $1.46 per diluted share, from $40.8 million, or $1.10, a year earlier. The company narrowed its full-year adjusted EBITDA outlook to $385 million to $395 million while keeping the midpoint of the prior range, and said the timing of an Advanced Polymer Technologies sale agreement may extend into early 2027.
Net sales of $305.1 million fell 8%; excluding Road Markings, sales rose 2%.
Net income from continuing operations was $51.1 million, or $1.46 per diluted share, versus $1.10 a year earlier.
Adjusted EBITDA was $108.0 million, down $2.4 million; full-year adjusted EBITDA outlook narrowed to $385 million to $395 million.
Management said the timing of an Advanced Polymer Technologies sale agreement may extend into early 2027.
Ingevity reported second quarter 2026 net sales of $314.1 million, down 5% mainly because of the April 15, 2026 sale of its Road Markings product line, and up 5% excluding that line. Net income from continuing operations was $39.8 million, or $1.13 per diluted share, compared with a loss of $(141.4) million, or $(3.87) per share, a year earlier, and the company raised its full-year 2026 adjusted EBITDA and adjusted EPS guidance.
Q2 adjusted EBITDA from continuing operations rose 14% to $115.0 million; adjusted EBITDA margin was 36.6% versus 30.5% a year earlier
Q2 adjusted diluted EPS was $1.74, compared with $1.22 in the prior year
Full-year 2026 adjusted EBITDA outlook raised to $380 million to $400 million; diluted adjusted EPS expected at $5.00 to $5.45
Q2 operating cash flow was negative $15.8 million, including a $113.2 million litigation settlement payment; share repurchases totaled about $35 million in the quarter
Ingevity appointed Ryan Cotterman as Vice President, Chief Accounting Officer and principal accounting officer on June 22, 2026. He previously served as Senior Director, Corporate Controller at Ralliant Corporation and held controller and audit roles at Cornerstone Building Brands and Advance Auto Parts. The filing describes a routine finance leadership appointment with a disclosed compensation package.
Base salary of $345,000, bonus target of 40% of base salary, and long-term incentive opportunity of 65% of base salary starting in 2027
One-time sign-on cash bonus of $40,000 and restricted stock units with a grant date target value of $150,000, vesting over three years
Cotterman previously spent 14 years at Ernst & Young LLP and is a licensed Certified Public Accountant in North Carolina
Ingevity reported first-quarter 2026 net sales of $258.0 million, up 4% from the prior year, while net income from continuing operations fell to $23.4 million, or $0.65 per diluted share, from $29.1 million and $0.79. The results include a $16.2 million litigation charge tied to legal fees payable to BASF, and the company reaffirmed its full-year 2026 guidance, adjusted for the Road Markings divestiture.
Net sales were $258.0 million, up 4% from $247.9 million, driven mainly by pricing actions and favorable foreign exchange.
Diluted EPS from continuing operations was $0.65 versus $0.79; the period included a $16.2 million litigation charge.
Adjusted diluted EPS was $1.15 versus $1.01, and adjusted EBITDA was $91.5 million, flat year over year.
Full-year 2026 outlook: net sales of $1.05 billion to $1.15 billion, adjusted EBITDA of $370 million to $395 million, and adjusted EPS of $4.70 to $5.20.
At its April 29, 2026 annual meeting, Ingevity stockholders elected nine directors to one-year terms, approved a non-binding advisory vote on executive pay, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026, and approved an amendment adding 580,000 shares to the 2025 Omnibus Incentive Plan. The filing reports vote tallies only; it does not describe any change in company results or strategy.
Stockholders approved the plan amendment, with 31,038,374 votes for and 990,650 against.
The say-on-pay proposal passed with 28,593,615 votes for and 3,435,921 against.
Shares represented at the meeting were 33,498,332, or 95.10% of the 35,222,538 outstanding on the record date.
PricewaterhouseCoopers LLP was ratified with 33,358,881 votes for and 118,571 against.
Ingevity entered into a Second Amendment and Restatement Agreement dated March 26, 2026, which amends its credit agreement, extends the maturity of its revolving credit facility five years from the closing date, and reduces the revolver commitments from $1 billion to $750 million. On the same day, the company repaid $512.1 million of outstanding revolving loans. The filing describes the terms as routine amendments to existing borrowing arrangements, with no change in leadership or results.
Revolving credit facility commitments reduced from $1 billion to $750 million
Maturity extended to five years after the March 26, 2026 closing date
Company repaid $512.1 million of outstanding revolving loans on the closing date
Borrowings priced at term benchmark rate plus 1.00% to 1.75%, or base rate plus 0.00% to 0.75%
Ingevity reported a full-year 2025 net loss of $167.1 million, which the company attributed mainly to non-cash special charges tied to Advanced Polymer Technologies and Road Markings. Net sales from continuing operations fell 2.7% to $1.2 billion, while adjusted EPS from continuing operations rose 1.7% to $4.13. The company also gave 2026 guidance of adjusted EPS of $4.80 to $5.20 and said it has begun exploring strategic alternatives for those two businesses, which could change the company's portfolio.
Full-year 2025 net sales from continuing operations were $1.2 billion, down 2.7%; net loss from continuing operations was $150.3 million.
Fourth-quarter net loss of $84.6 million included $109.3 million in pre-tax non-cash special charges related to Road Markings.
2026 outlook: net sales of $1.1 billion to $1.2 billion, adjusted EBITDA of $380 million to $400 million, and adjusted EPS of $4.80 to $5.20.
Full-year 2025 free cash flow was $273.5 million; 2026 free cash flow is expected at $225 million to $250 million, excluding about $95 million in BASF litigation-related payments.
Ingevity (NGVT) said two founding directors, Daniel F. Sansone and Jean S. Blackwell, will not stand for election at the 2026 Annual Meeting of Stockholders and will leave the board then. The board also approved shrinking itself from 11 to 9 members effective at that meeting. The filing says the departures do not result from any disagreement with the company, but the change reduces board tenure and reflects the company's portfolio optimization.
Daniel F. Sansone leaves under the board's mandatory retirement age policy.
Jean S. Blackwell, former board chair and a director for ten years, will serve until the 2026 Annual Meeting.
The board will drop from 11 to 9 members effective at the 2026 Annual Meeting.
The filing reports no financial results or financial figures.
Ingevity completed the sale of its North Charleston crude tall oil refinery and most of its Industrial Specialties product line to Mainstream Pine Products, LLC on January 1, 2026, and announced the closing on January 5, 2026. The company says the sale is a step in simplifying its portfolio toward specialty applications in activated carbon and pavement technologies, but the filing does not disclose the effect on financial results.
Closing payment of $110 million in cash, plus contingent consideration of $0 to $19 million tied to future performance milestones
Buyer is Mainstream Pine Products, LLC; transaction completed January 1, 2026
Ingevity retains its Pavement Technologies business and lignin-based dispersant products
A January 1, 2026 amendment excluded non-lignin dispersant products sold to existing customers for agricultural chemical applications from the transferred assets
Ingevity announced that CFO Mary Dean Hall will leave her role effective May 1, 2026, and will advise the company for one year afterward. Phillip J. Platt, the current senior vice president of finance and chief accounting officer, will succeed her as CFO on the same date. The company also said Performance Chemicals president Richard White will depart on May 1, 2026, after moving to a special projects role on January 1, 2026. The filing contains no financial results, so the changes matter to shareholders mainly as a change in the finance leadership.
Mary Dean Hall's CFO role ends May 1, 2026; she will advise the company in an advisory capacity for one year.
Phillip J. Platt, age 44, who joined in 2015, is named SVP and CFO effective May 1, 2026. He is a certified public accountant.
Richard White, SVP and president of Performance Chemicals, moves to a special projects role January 1, 2026 and departs May 1, 2026.
Reid Clontz Jr. was appointed SVP, Operations, effective December 8, 2025.
Ingevity reported third-quarter 2025 results and revised its full-year 2025 guidance to total net sales of $1.25 billion to $1.35 billion and total adjusted EBITDA of $390 million to $405 million. The company said the revision reflects challenges in its Advanced Polymer Technologies segment, and it reported $43.5 million in net income, including discontinued operations, compared with a net loss of $107.2 million a year earlier.
Net sales from continuing operations were $333.1 million, flat compared with the prior year quarter.
Diluted EPS was $1.18 in the quarter, versus a diluted loss per share of $2.94 a year earlier; continuing operations diluted EPS was $1.10.
Full-year 2025 guidance: total net sales of $1.25 billion to $1.35 billion and total adjusted EBITDA of $390 million to $405 million.
The sale of most of the Industrial Specialties product line and the North Charleston crude tall oil refinery for $110 million is expected to close by early 2026.
Ingevity Corporation appointed Ruth Castillo as senior vice president and president of Performance Materials, its activated carbon segment, effective November 10, 2025. She will report directly to President and CEO Dave Li and join the executive leadership team. The filing does not include financial results, guidance, or compensation terms.
Appointment effective November 10, 2025; Castillo reports directly to CEO Dave Li
Castillo was vice president of global chemicals at Avantor from January 2025 to October 2025
Previously spent about 17 years at Celanese; has more than 25 years of industry experience
The filing does not describe compensation terms or include financial results
Ingevity agreed on September 3, 2025, to sell substantially all assets of its industrial specialties product line and its North Charleston crude tall oil refinery to Mainstream Pine Products for $110 million in cash, plus up to $19 million in contingent payments tied to future EBITDA. The company expects the deal to close by early 2026 and says it will reaffirm its full-year 2025 guidance, adjusted for reclassifying the sold assets as discontinued operations.
Cash purchase price of $110 million, subject to working capital adjustments, plus contingent consideration of $0 to $19 million
Ingevity expects 2025 revenue from the assets being sold to be about $130 million, with EBITDA margins in the low-to-mid single digits
Closing expected by early 2026; either party may terminate if the deal is not closed by January 31, 2026
Ingevity affirms 2025 guidance of sales of $1.25 billion to $1.40 billion and adjusted EBITDA of $390 million to $415 million, excluding the reclassification
Ingevity reported second quarter 2025 net sales of $365.1 million, down 7%, and a net loss of $146.5 million, or $4.02 per diluted share, which included a $183.8 million non-cash goodwill impairment tied to the Advanced Polymer Technologies segment. Adjusted earnings rose 39% to $51.1 million, and the company raised the low end of its full-year adjusted EBITDA guidance to a range of $390 million to $415 million while maintaining its sales guidance of $1.25 billion to $1.40 billion.
Q2 net sales were $365.1 million, down 7%, mainly due to lower Performance Chemicals sales
Net loss of $146.5 million and diluted loss of $4.02 per share, including a $183.8 million goodwill impairment
Adjusted earnings rose 39% to $51.1 million; diluted adjusted EPS was $1.39, up 38%
Full-year 2025 adjusted EBITDA guidance is $390 million to $415 million; sales guidance remains $1.25 billion to $1.40 billion
Ingevity said S. Edward Woodcock, executive vice president and president of Performance Materials, departed the company effective July 1, 2025, after a 37-year career. The company is searching for a successor, and Andrew Fox and Jonathan MacIver will manage the segment in the interim. Ingevity said it is not changing its previously disclosed full-year guidance.
Woodcock departed effective July 1, 2025 (Separation Date); the company will search for a successor.
Andrew Fox and Jonathan MacIver will manage the Performance Materials segment in the interim.
Severance includes a $500,000 lump sum under his October 1, 2024 incentive award and salary plus 2025 target incentive paid monthly over one year.
Full-year guidance is unchanged, according to the press release.
Ingevity reported first-quarter 2025 net sales of $284.0 million, down 17%, mainly due to repositioning of its Performance Chemicals segment. Net income was $20.5 million, or $0.56 per diluted share, compared with a net loss of $56.0 million a year earlier, and adjusted EBITDA rose 23% to $91.3 million. The company widened its full-year 2025 guidance to sales of $1.25 billion to $1.40 billion and adjusted EBITDA of $380 million to $415 million, citing lower auto production forecasts tied to trade tensions.
Q1 net sales were $284.0 million, down 17%, with Performance Chemicals sales down 35% to $95.0 million.
Net income was $20.5 million ($0.56 per diluted share) after $20.2 million in before-tax special charges; adjusted EPS was $0.99.
Adjusted EBITDA was $91.3 million, up 23%, with an adjusted EBITDA margin of 32.1%.
Full-year 2025 guidance: sales of $1.25 billion to $1.40 billion and adjusted EBITDA of $380 million to $415 million; no share repurchases were made in the quarter.
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