Every 8-K that Ingevity Corporation (NGVT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NGVT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NGVT filings page.
Ingevity Corporation reported strong second quarter 2026 results. Net sales from continuing operations were $314.1 million, down 5% mainly due to the Road Markings divestiture; excluding that product line, sales increased 5%. Net income from continuing operations was $39.8 million, or $1.13 diluted EPS, compared with a loss of $(141.4) million, or $(3.87) per diluted share, a year earlier. Adjusted EBITDA from continuing operations rose to $115.0 million, with margin expanding to 36.6% from 30.5%.
Performance Materials sales increased 4% to $160.6 million, with segment EBITDA of $86.1 million and a 53.6% margin. Pavement Technologies sales declined to $104.2 million due to the Road Markings sale, but excluding that divestiture grew 3%, with EBITDA of $25.4 million and a 24.4% margin. Advanced Polymer Technologies sales grew 14% to $49.3 million, and segment EBITDA improved to $11.2 million, lifting margin to 22.7%.
Operating cash flow was a negative $15.8 million, driven by a $113.2 million litigation settlement payment; excluding this, free cash flow was $89.1 million. The company repurchased about $35 million of shares and ended the quarter with a Net Debt Ratio of 2.5x. Ingevity raised its 2026 outlook to net sales of $1.05–$1.15 billion, adjusted EBITDA of $380–$400 million, diluted adjusted EPS of $5.00–$5.45, and free cash flow of $220–$245 million (excluding the litigation settlement).
Ingevity Corporation appointed Ryan Cotterman, age 44, as Vice President, Chief Accounting Officer and principal accounting officer effective June 22, 2026. He brings prior senior accounting leadership experience from Ralliant Corporation, Cornerstone Building Brands, Advance Auto Parts, and 14 years at Ernst & Young.
His initial annual base salary will be $345,000 with an annual bonus target of 40% of base salary and a long-term incentive opportunity equal to 65% of base salary beginning in 2027. Cotterman will receive a 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.
The company states there are no selection arrangements, family relationships, or related-party transactions requiring disclosure in connection with this appointment.
Ingevity Corporation reported mixed but generally stable first quarter 2026 results. Net sales from continuing operations were $258.0 million, up 4% from a year earlier, driven mainly by pricing actions and favorable foreign exchange. Net income from continuing operations was $23.4 million, or $0.65 per diluted share, down from $29.1 million and $0.79, reflecting $22.7 million of pre-tax special charges, including a $16.2 million litigation-related reimbursement to BASF.
On a non-GAAP basis, adjusted earnings from continuing operations rose to $41.4 million, with diluted adjusted EPS of $1.15 versus $1.01, and adjusted EBITDA was $91.5 million, essentially flat with the prior year and a 35.5% margin. Performance Materials led growth, with 6% higher sales and segment EBITDA up 10%.
The company completed the sale of its North Charleston refinery assets and most Industrial Specialties products for about $93 million and divested the Road Markings product line for about $65 million. Free cash flow was negative $12.3 million, partly due to seasonal working capital, while share repurchases reached $52 million and net debt ratio was 2.6x. Ingevity reaffirmed full-year 2026 guidance, targeting net sales of $1.05–$1.15 billion, adjusted EBITDA of $370–$395 million, adjusted EPS of $4.70–$5.20, and free cash flow of $215–$245 million, excluding a $113.2 million litigation settlement payment to BASF.
Ingevity Corporation reported the results of its annual stockholder meeting held on April 29, 2026. Stockholders approved an amendment to the Ingevity Corporation 2025 Omnibus Incentive Plan, increasing the number of shares available for issuance under the plan by 580,000 shares.
All nine director nominees were elected for one-year terms. Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. A quorum was reached, with 33,498,332 of 35,222,538 entitled shares represented.
Ingevity Corporation completed the sale of its Ozark Materials road markings business to PPG Industries in an all-cash transaction delivering approximately $65 million in proceeds to Ingevity, subject to customary adjustments.
The divestiture is limited to the Ozark Materials road markings business and does not affect Ingevity’s Pavement Technologies operations, where the company says it remains fully committed to serving paving customers. Ingevity states that the sale advances its strategy to focus on businesses aligned with its core capabilities. The company plans to update its full-year 2026 guidance for the impact of this transaction when it releases first quarter 2026 financial results, while affirming prior guidance excluding that impact.
Ingevity Corporation entered into a Second Amendment and Restatement Agreement that modifies its main credit facility. The amendment extends the maturity of the company’s revolving credit facility to a date five years after March 26, 2026 and reduces total lender commitments from $1 billion to $750 million.
Borrowings will bear interest at either a term benchmark rate, with a 0.00% floor, plus a margin of 1.00% to 1.75%, or a base rate plus a margin of 0.00% to 0.75%. On the closing date, Ingevity repaid outstanding revolving loans totaling $512.1 million.
Ingevity Corporation reported 2025 results marked by strong cash generation but a GAAP loss driven by large non‑cash charges. Net sales from continuing operations were $1.17 billion, down about 3%, while adjusted EBITDA was $373.0 million with margin expanding to 31.9%.
The company posted a net loss of $167.1 million, or $4.61 per share, mainly from $293.1 million in non‑cash impairments tied to Advanced Polymer Technologies and Road Markings. Operating cash flow rose to $331.2 million and free cash flow to $273.5 million, improving net leverage to 2.6x. Ingevity sold its North Charleston crude tall oil refinery and most Industrial Specialties, and is exploring strategic alternatives for Advanced Polymer Technologies and Road Markings. For 2026, it guides to net sales of $1.1–$1.2 billion, adjusted EBITDA of $380–$400 million, adjusted EPS of $4.80–$5.20, and free cash flow of $225–$250 million, excluding about $95 million of litigation-related payments to BASF.
Ingevity Corporation announced planned board transitions tied to its 2026 Annual Meeting of Stockholders. Founding directors Daniel F. Sansone and Jean S. Blackwell will not stand for re-election; Sansone is stepping down under the board’s mandatory retirement age policy, while Blackwell is concluding a decade of service that included time as board chair.
The company states that these decisions are part of normal board refreshment and are not due to any disagreement regarding operations, policies or practices. Following the meeting, Ingevity plans to reduce the size of its board from 11 to 9 members to align governance with its future scope and strategic direction.
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.
Ingevity Corporation reported upcoming leadership changes in its finance and operations teams. The company announced that Executive Vice President and Chief Financial Officer Mary Dean Hall will transition out of her CFO role effective May 1, 2026, and then serve in an advisory capacity for one year to support continuity.
Phillip J. Platt, currently Senior Vice President, Finance and Chief Accounting Officer, has been appointed to succeed her as Senior Vice President and Chief Financial Officer and will join the executive leadership team on May 1, 2026. Platt has been with Ingevity since 2015 in multiple senior finance roles, including leading implementation of the global ERP system and overseeing financial reporting, treasury, investor relations, and business transformation.
The company also disclosed that Richard White, Senior Vice President and President, Performance Chemicals, will depart on May 1, 2026 after moving to a special projects role beginning January 1, 2026. A related press release also announced the appointment of Clarence Reid Clontz, Jr. as Senior Vice President, Operations.
Ingevity Corporation reported that it has completed its previously announced portfolio review and is exploring strategic alternatives for its Advanced Polymer Technologies segment and its Performance Chemicals Road Markings business. This means the company is formally assessing options such as potential sales, partnerships, or other structural changes for these operations.
The company also stated that, as part of its efforts to return meaningful capital to stockholders, it has completed over $30 million in stock repurchases during the fourth quarter of 2025. These buybacks reduce the number of shares in the market and represent a direct way of returning cash to shareholders.
Ingevity Corporation is updating how it reports its results to reflect a planned divestiture of major businesses. The company has an Asset Purchase Agreement with Mainstream Pine Products, LLC for the sale of substantially all assets and certain liabilities of its industrial specialties product line (excluding specified products and businesses) and its North Charleston, South Carolina crude tall oil refinery, with closing expected by early 2026.
Ingevity determined that these operations meet the criteria to be classified as held for sale and that the divestiture represents a strategic shift that will have a major effect on its operations and results. As a result, the industrial specialties product line and the refinery are now presented as discontinued operations for all periods shown. Ingevity is furnishing unaudited recast condensed consolidated statements of operations, segment operating results, and certain non-GAAP financial measures for full-year 2024 and 2023 and multiple 2024–2025 quarters, which apply these changes retrospectively and are described as preliminary.
Ingevity Corporation furnished preliminary financial results for the three and nine months ended September 30, 2025. The details are provided in a press release attached as Exhibit 99.1, dated November 5, 2025. The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under the Securities Exchange Act. Additional materials may be available on Ingevity’s investor relations website.
Ingevity Corporation appointed Ruth Castillo as Senior Vice President and President, Performance Materials, effective November 10, 2025. She will report directly to the President and Chief Executive Officer.
Castillo brings over 25 years of experience across chemicals, specialty materials and life sciences, most recently serving as Vice President of Global Chemicals at Avantor. Prior roles at Avantor included business transformation, supply chain and engineering, and global product management, following 17 years in leadership positions at Celanese. She holds an MBA from the University of Texas at Dallas and a B.S. in Chemical Engineering from Universidad Iberoamericana. The company disclosed no family relationships, selection arrangements, or related-party transactions.
Ingevity Corporation has agreed to sell substantially all assets of its industrial specialties product line (excluding lignin dispersant, alternative fatty acid based products, road technologies and certain other businesses) and its North Charleston, South Carolina crude tall oil refinery to Mainstream Pine Products, LLC under an Asset Purchase Agreement.
The Transaction provides for a purchase price of $110 million in cash, subject to customary working capital adjustments, plus up to an additional $19 million in contingent consideration based on the Businesses’ highest EBITDA over any 12‑month period within 36 months after closing. Closing is expected by early Q1 2026, subject to regulatory and contractual conditions, including absence of a Material Adverse Effect and completion of title and survey work.
The Agreement includes mutual termination rights, a $5 million termination fee for certain material breaches, a $7.5 million fee if Ingevity pursues an Alternative Transaction in violation of a “no shop” covenant, and a $520,000 diligence fee payable by Ingevity in most other termination scenarios. At closing, the parties plan to enter long‑term ground lease and reciprocal plant operating agreements (each with an initial 20‑year term and renewal options), transition services, intellectual property, restrictive covenant and environmental indemnity agreements that will govern ongoing collaboration around the refinery and nearby plant operations.
Ingevity Corporation (NYSE: NGVT) filed a Form 8-K dated 1 July 2025 announcing the departure of S. Edward Woodcock, Executive Vice President and President of the Performance Materials segment (Item 5.02). The separation is effective the same day and a search for his successor has begun.
The company and Mr. Woodcock executed a Letter Agreement that mirrors provisions in his 2017 Severance and Change of Control Agreement. Key cash benefits include:
- A lump-sum payment within 30 days for accrued salary, prorated 2025 annual incentive, and unused vacation.
- Severance equal to one year of current base salary plus 2025 target bonus, payable monthly over 12 months.
- An additional $500,000 lump-sum tied to an October 2024 incentive award.
All consideration is conditioned on customary release of claims and ongoing covenant compliance (confidentiality, non-disparagement, non-competition, non-solicitation). The full Letter Agreement will be filed with the company’s Q2-25 10-Q.
Under Item 7.01, Ingevity furnished (but did not file) a press release (Exhibit 99.1) announcing the leadership change. No financial statements or earnings data were included.