During the third quarter of 2025, the company determined that the industrial specialties product line and CTO Refinery included within the Divestiture met the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the industrial specialties product line are presented as discontinued operations.

Furthermore, in connection with the Divestiture, Ingevity entered into a series of agreements, including, but not limited to, (a) a transition services agreement, pursuant to which Ingevity provides certain transition services to Purchaser for up to a 12-month period following the closing to facilitate the transfer of purchased assets to Purchaser, (b) an intellectual property agreement, in perpetuity, pursuant to which Ingevity assigned and transferred certain intellectual property assets used in the Businesses (as defined in the Purchase Agreement) to Purchaser in connection with the Divestiture and received a license back to continue to exclusively utilize specified intellectual property in certain of Ingevity's remaining businesses, (c) a restrictive covenant agreement, subjecting Ingevity to a non-solicitation and limited non-compete obligation for a period of four years following the closing, (d) a ground lease agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity leases certain real property used in the operations of the Divestiture and grants certain easements and licenses granting Purchaser the right to use portions of Ingevity's manufacturing facilities located at 5598 Virginia Avenue, North Charleston, South Carolina 29406 (the "Plant") necessary for the operation of the Divestiture, (e) a reciprocal plant operating agreement, with an initial term of 20 years and up to eight successive renewal terms of 10 years each, pursuant to which Ingevity and Purchaser provide each other with certain services and other arrangements supporting the operations of the CTO Refinery and the Plant and (f) an environmental indemnity agreement, which includes mutual indemnification rights and obligations for each party with respect to certain pre- and post-closing environmental losses that may arise, as well as an indemnity for environmental losses that may be incurred by either party under certain agreements between the parties in connection with the Divestiture.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2026		2025		2026		2025
Net sales	$	—	$	29.0	$	—	$	98.7
Cost of sales	—		18.0		—		76.1
Gross profit	—		11.0		—		22.6
Selling, general, and administrative expenses	—		0.9		—		2.7
Research and technical expenses	—		0.6		—		2.1
Restructuring and other (income) charges, net	2.1		8.8		14.7		33.9

(Gain) loss on sale of business (1)(2)(3)	0.2		—		(54.0)		—
Other (income) expense, net	—		(1.0)		—		(0.9)

Income (loss) from discontinued operations before income taxes	(2.3)		1.7		39.3		(15.2)
Provision (benefit) for income taxes on discontinued operations	(0.5)		(1.0)		9.2		(4.2)
Income (loss) from discontinued operations, net of income taxes	$	(1.8)	$	2.7	$	30.1	$	(11.0)

_______________

(3) In connection with the sale of our DeRidder, Louisiana facility during the nine months ended September 30, 2026, we extinguished a $7.8 million asset retirement obligation and recognized an $8.2 million guarantee, through June 30, 2027, related to certain environmental obligations assumed by the purchaser. The guarantee is included within "Accrued expenses" on the Condensed Consolidated Balance Sheet as of September 30, 2026, and the resulting $0.4 million loss was recognized within "(Gain) loss on sale of business" within discontinued operations for the nine months ended September 30, 2026.


In millions	September 30, 2026		December 31, 2025
Assets	(Unaudited)		(Unaudited)

Accounts receivable, net	$	—	$	6.5
Inventories, net (1)	—		9.4

Current assets of discontinued operations	—		15.9
Property, plant, and equipment, net	—		15.4
Operating lease assets, net	—		4.1






Noncurrent assets of discontinued operations	—		19.5
Total Assets of discontinued operations	$	—	$	35.4
Liabilities


Accrued payroll and employee benefits	$	—	$	0.6
Current operating lease liabilities	—		2.5


Current liabilities of discontinued operations	—		3.1

Noncurrent operating lease liabilities	—		0.7


Noncurrent liabilities of discontinued operations	—		0.7
Total Liabilities of discontinued operations	$	—	$	3.8


	Nine Months Ended September 30,
In millions	2026		2025
Cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization	$	—	$	1.1



Restructuring and other (income) charges, net	14.7		33.9

LIFO charge (liquidation)	—		(20.5)




(Gain) loss on sale of business	(54.0)		—

Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:









Restructuring and other cash outflow, net	(16.6)		(33.9)


CTO resales cash inflow (outflow), net	—		6.2





Cash provided by (used in) investing activities:
Capital expenditures	$	—	$	(0.2)

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 an incremental loss of $3.0 million for the three months ended September 30, 2026, which resulted in a gain of $5.6 million for the nine months ended September 30, 2026. Amounts were recorded within "Other (income) expense, net" on the Condensed Consolidated Statement of Operations.