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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)

 

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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

 

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