Ingevity Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure
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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 |