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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
December
8, 2025
Date
of Report (date of earliest event reported)

INGEVITY
CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37586 |
|
47-4027764 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 4920 O’Hear
Avenue Suite 400 North Charleston South Carolina |
|
29405 |
| (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 |
| 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 ☐
ITEM
7.01. REGULATION fd DISCLOSURE
On
December 8, 2025, Ingevity Corporation (the “Company”) issued a press release announcing the completion of the Company’s
previously disclosed portfolio review process and its exploration of strategic alternatives for its Advanced Polymer Technologies segment
and Performance Chemicals Road Markings business.
A
copy of the press release announcing the completion of the portfolio review from the Company is furnished as Exhibit 99.1 to this Current
Report on Form 8-K (this “Current Report”).
In
connection with the Company’s efforts to return meaningful capital to its stockholders, the Company has (as of the date of this
Current Report)
completed over $30 million in stock repurchases during the fourth quarter
of 2025.
The
information furnished under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the
Exchange Act, 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 |
| 99.1 |
|
Press Release, dated December 8, 2025 |
| 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/
Mary Dean Hall |
| |
|
Mary Dean Hall |
| |
|
Executive Vice President and Chief Financial Officer |
Date:
December 8, 2025