Ingevity (NYSE: NGVT) sells industrial specialties assets and crude tall oil refinery
Rhea-AI Filing Summary
Ingevity Corporation completed a previously announced transaction to sell substantially all of the assets, rights and certain liabilities of its industrial specialties product line and its North Charleston, South Carolina crude tall oil refinery to Mainstream Pine Products, LLC as of January 1, 2026.
At closing, the parties signed an amendment to their Asset Purchase Agreement that narrows the deal by excluding non-lignin dispersant products sold to existing customers for agricultural chemical applications, while leaving the rest of the agreement in full force and effect.
Ingevity later issued a press release on January 5, 2026 confirming completion of the transaction, highlighting a significant reshaping of the company’s portfolio around businesses that remain outside the divested industrial specialties and crude tall oil refinery operations.
Positive
- None.
Negative
- None.
Insights
Ingevity has divested a major product line and refinery, reshaping its business mix.
Ingevity Corporation has closed the sale of substantially all assets tied to its industrial specialties product line, along with its North Charleston crude tall oil refinery, to Mainstream Pine Products, LLC. This marks a notable shift away from those operations and concentrates the portfolio on the company’s remaining segments.
The amendment signed at closing carves out non-lignin dispersant products sold to existing agricultural chemical customers, meaning Ingevity keeps those specific products while transferring the broader industrial specialties assets. This tailoring suggests a desire to retain positions in select agricultural applications while exiting other parts of the industrial specialties chain.
The overall impact will depend on how large these divested operations were relative to Ingevity’s remaining business and how effectively the company reallocates focus and resources after January 1, 2026. Future reports that quantify revenue and earnings contributions from discontinued versus remaining operations will be important for understanding the new earnings profile.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(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:
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).
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 ☐
Introductory Note
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 |
Amendment to 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 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: January 5, 2026 | By: | /s/Mary Dean Hall |
| Mary Dean Hall | ||
| Executive Vice President and Chief Financial Officer |
FAQ
What transaction did Ingevity Corporation (NGVT) complete on January 1, 2026?
Which specific assets and operations did Ingevity (NGVT) sell in this transaction?
Who is the buyer of Ingevity’s industrial specialties assets and crude tall oil refinery?
What changes were made by the First Amendment to Ingevity’s Asset Purchase Agreement?
Did Ingevity (NGVT) issue a press release about completing this transaction?
How is the information about Ingevity’s press release treated under U.S. securities laws?
