Ingevity Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
$NGVT
Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 843 -740-2300
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 7.01. REGULATION FD DISCLOSURE
On September 3, 2025, Ingevity Corporation, a Delaware corporation ("Ingevity", "the Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Mainstream Pine Products, LLC, a Delaware limited liability company ("Purchaser"), pursuant to which Purchaser will purchase substantially all of the assets and assume and acquire certain of the rights and liabilities of Ingevity or its applicable affiliates that relate to or are used in connection with (a) Ingevity's industrial specialties product line (other than Ingevity's lignin dispersant and alternative fatty acid based products, road technologies product line and other businesses and products more fully described in the Purchase Agreement) and (b) Ingevity's North Charleston, South Carolina crude tall oil refinery (the "CTO Refinery") and Ingevity's and its affiliates' operations thereof (collectively, the "Divestiture"). The Divestiture is expected to close by early 2026.
Ingevity previously disclosed the Divestiture and the Asset Purchase Agreement (the "Purchase Agreement") in a Current Report on Form 8-K filed by Ingevity with the Securities and Exchange Commission (the "SEC") on September 3, 2025 (the "Previous Form 8-K"). The foregoing description of the Purchase Agreement and the acquisition 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, which is incorporated herein by reference.
In connection with the transaction, 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. Accordingly, for all periods presented, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above as the Divestiture, are presented as discontinued operations within this Form 8-K.
Ingevity is providing, attached as Exhibit 99.1, unaudited recast Condensed Consolidated Statements of Operations, Segment Operating Results, and certain Non-GAAP Financial Measures for the years ended December 31, 2024 and 2023 as well as the three month periods ended March 31, 2025 and 2024, June 30, 2025 and 2024, September 30, 2025 and 2024, and December 31, 2024, that reflect the industrial specialties product line and the CTO Refinery as discontinued operations. These reporting changes have been retrospectively applied for all periods presented. These amounts are considered preliminary, and as such, actual amounts could differ from these estimates.
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 of Exhibit | ||||
| 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 the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on September 4, 2025)* | |||||
Recast Condensed Consolidated Statement of Operations, Historical Segment Information and certain Non-GAAP Financial Measures Reflecting the Industrial Specialties product line and CTO Refinery as Discontinued Operations (Unaudited) | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Incorporated by reference.
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 1, 2025