HIGHLIGHTS:

Net sales of $284.0 million, down 17% compared to prior year, primarily due to repositioning actions in Performance Chemicals, which included the exit of certain lower-margin end markets
Net income of $20.5 million and diluted earnings per share (EPS) of $0.56 reflects before-tax special charges of $20.2 million; adjusted earnings of $36.4 million and diluted adjusted EPS of $0.99
Adjusted EBITDA of $91.3 million increased 23% and adjusted EBITDA margin improved to 32.1% due primarily to the successful execution of repositioning actions in Performance Chemicals and continued strong profitability in Performance Materials
Operating cash flow of $25.4 million with free cash flow of $15.4 million
Ingevity widens its guidance range to reflect declines in industry forecasts of auto production due to trade tensions and tariff uncertainty; revised full year guidance of sales between $1.25 billion and $1.40 billion and adjusted EBITDA between $380 million and $415 million

The results and guidance in this release include non-GAAP financial measures. Refer to the section entitled "Use of non-GAAP financial measures" within this release. All comparisons are made versus the same period in 2024 unless otherwise stated.

Ingevity Corporation (NYSE:NGVT) today reported its financial results for the first quarter of 2025.

First quarter net sales of $284.0 million declined 17%, primarily due to lower sales in the Industrial Specialties product line as a result of the strategic repositioning of the Performance Chemicals segment, which included the exit of certain lower-margin end markets, and lower sales in the Advanced Polymer Technologies segment.

Net income of $20.5 million and diluted earnings per share (EPS) of $0.56 reflect before-tax special charges of $20.2 million, primarily related to restructuring expenses associated with the repositioning actions. Adjusted earnings were $36.4 million and diluted adjusted EPS was $0.99. Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $91.3 million, an increase of 23%, with adjusted EBITDA margin of 32.1%. The EBITDA improvement is primarily attributed to the Performance Chemicals segment, which has benefited from reduced raw material costs and improved product mix as a result of successful repositioning actions.

"This quarter's strong results highlight the successful execution of the repositioning of our Performance Chemicals segment as well as the continued strength of our Performance Materials segment," said David Li, Ingevity president and CEO. "I am honored to join Ingevity and energized by the opportunity to lead this world-class specialty materials company. Our focus will remain on portfolio optimization as we pursue best-in-class profitability in order to deliver superior stockholder returns."

Performance Materials

Sales in Performance Materials rose 1% to $146.8 million primarily due to higher volume in China and the Asia Pacific region. North America's improved mix of more fuel-efficient vehicles, which utilize higher value product, offset lower volume in the region. Segment EBITDA was $79.1 million, up 1%, and segment EBITDA margins were 53.9%.

Advanced Polymer Technologies

Sales in Advanced Polymer Technologies were down approximately $6 million, or 12%, to $42.2 million as higher volumes in the EMEA region and North America were offset by lower volumes in Asia. Segment EBITDA increased $3.0 million to $12.5 million, with segment EBITDA margin increasing to 29.6%. The EBITDA increase was driven primarily by higher utilization rates as we built inventory in preparation for a planned extended outage in the second quarter to install new boilers.

Performance Chemicals

Sales in Performance Chemicals were $95.0 million, down 35%. Industrial Specialties product line sales of $50.7 million were down 50% due primarily to the impact of repositioning actions implemented during 2024 that led to the exit of certain lower-margin end markets. Road Technologies product line sales were $44.3 million, down $1.4 million. Segment EBITDA was negative $0.3 million, an improvement of $10.3 million, reflecting the successful execution of repositioning actions, which included benefits from cost savings actions, improved product mix from the exit of certain lower-margin end markets, and lower raw material costs.

Liquidity/Other

Operating cash flow was $25.4 million with free cash flow of $15.4 million, reflecting improved working capital due to lower raw material costs and disciplined capital spend. There were no share repurchases for the quarter and $353.4 million remains available under the current $500 million Board authorization. Net leverage improved from last quarter to 3.3 times.

Full Year 2025 Guidance

"As we continue to execute on our strategic commitments of improving profitability and reducing leverage, our strong market positions and global manufacturing footprint give us the flexibility to withstand certain market disruptions. However, the current state of international trade relations has lowered expectations of global auto production, and therefore we are widening the range of our guidance to reflect this risk. Our revised guidance is sales between $1.25 billion and $1.40 billion and adjusted EBITDA of between $380 million and $415 million," said Li.

Additional Information

The company will host a live webcast on Tuesday, May 6, at 9:00 a.m. (Eastern) to discuss Ingevity's first quarter fiscal results. The webcast can be accessed here or on the investors section of Ingevity's website. You may also listen to the conference call by dialing 833 470 1428 (inside the U.S.) and entering access code 815699. Callers outside the U.S. can find global dial-in numbers here. For those unable to join the live event, a recording will be available beginning at approximately 2:00 p.m. (Eastern) on May 6, 2025, through May 5, 2026, at this replay link .

Ingevity: Purify, Protect and Enhance

Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, bioplastics, coatings, elastomers, lubricants, paint for road markings, oil drilling, and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 24 locations around the world and employs approximately 1,600 people. The company's common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.

Use of non-GAAP financial measures: This press release includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided within the Appendix to this press release. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided. The company does not attempt to provide reconciliations of forward-looking non-GAAP guidance to the comparable GAAP measure because the impact and timing of the factors underlying the guidance assumptions are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, Ingevity believes such reconciliations would imply a degree of certainty that could be confusing to investors.

Forward-looking statements: This press release contains "forward looking statements" within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words "will," "plans," "intends," "targets," "expects," "outlook," "guidance," "believes," "anticipates" or similar expressions. Forward looking statements may include, without limitation, anticipated timing, results, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; leadership transitions within our organization; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; litigation-related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward looking statements, or that could cause other forward looking statements to prove incorrect, include, without limitation, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; losses due to resale of crude tall oil at less than we paid for it; leadership transitions within our organization; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation, global trade tensions, and the Russia Ukraine war and conflict in the middle east; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; planned and unplanned production slowdowns and shutdowns, turnarounds and outages, attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the "SEC"), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10 K as well as in our other filings with the SEC. These forward-looking statements speak only to management's beliefs as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.

INGEVITY CORPORATION Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended March 31,
*In millions, except per share data*		2025		2024
Net sales	$	284.0	$	340.1
Cost of sales		170.6		240.4
Gross profit		113.4		99.7
Selling, general, and administrative expenses		43.1		47.2
Research and technical expenses		7.7		6.8
Restructuring and other (income) charges, net		12.3		62.8
Acquisition-related costs		—		0.3
Other (income) expense, net		4.1		32.2
Interest expense, net		19.4		22.3
Income (loss) before income taxes		26.8		(71.9	)
Provision (benefit) for income taxes		6.3		(15.9	)
Net income (loss)	$	20.5	$	(56.0	)

Per share data
Basic earnings (loss) per share	$	0.56	$	(1.54	)
Diluted earnings (loss) per share		0.56		(1.54	)
Weighted average shares outstanding
Basic		36.4		36.3
Diluted		36.7		36.3

INGEVITY CORPORATION Segment Operating Results (Unaudited)

	Three Months Ended March 31,
*In millions*		2025			2024
Net sales
Performance Materials	$	146.8		$	145.1
Road Technologies product line		44.3			45.7
Industrial Specialties product line		50.7			101.3
Performance Chemicals	$	95.0		$	147.0
Advanced Polymer Technologies	$	42.2		$	48.0
Total net sales	$	284.0		$	340.1

Segment EBITDA ⁽¹⁾
Performance Materials	$	79.1		$	78.0
Performance Chemicals		(0.3	)		(10.6	)
Advanced Polymer Technologies		12.5			9.5
Total segment EBITDA ⁽¹⁾	$	91.3		$	76.9
Interest expense, net		(19.4	)		(22.3	)
(Provision) benefit for income taxes		(6.3	)		15.9
Depreciation and amortization⁽²⁾		(24.9	)		(29.6	)
Restructuring and other income (charges), net ^{(3) (4)}		(12.3	)		(62.8	)
Acquisition and other-related costs ^{(3) (5)}		—			(0.3	)
Inventory charges ^{(3) (6)}		—			(2.5	)
Loss on CTO resales^{(3) (5)}		—			(26.5	)
Gain (loss) on strategic investments ^{(3) (7)}		—			(4.8	)
Proxy contest charges⁽³⁾⁽⁸⁾		(7.9	)		—
Net income (loss)	$	20.5		$	(56.0	)

____________________
(1)	Segment EBITDA is the primary measure used by our chief operating decision maker ("CODM"), the CEO and President of Ingevity, to evaluate the performance of and allocate resources among our operating segments. Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charge, acquisition and other-related income (costs), litigation verdict charges, gain (loss) on strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, and pension and postretirement settlement and curtailment income (charges), net.
(2)	The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.

	Three Months Ended March 31,
*In millions*		2025		2024
Performance Materials	$	9.9	$	9.6
Performance Chemicals		7.3		12.4
Advanced Polymer Technologies		7.7		7.6
Depreciation and amortization	$	24.9	$	29.6

(3)	For more information on these charges, refer to the Reconciliation of Adjusted Earnings table on page 7.
(4)	The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.

	Three Months Ended March 31,
*In millions*		2025		2024
Performance Materials	$	—	$	0.1
Performance Chemicals		11.7		62.8
Advanced Polymer Technologies		0.6		(0.1	)
Restructuring and other (income) charges, net	$	12.3	$	62.8

(5)	For the three months ended March 31, 2024, charges relate to the Performance Chemicals reportable segment.
(6)	For the three months ended March 31, 2024, inventory charges represent lower of cost or market charges associated with the Performance Chemicals repositioning. These charges were not allocated in the measurement of our Performance Chemicals reportable segment profitability used by our CODM. Amounts are included in Cost of sales on the condensed consolidated statement of operations.
(7)	The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.

	Three Months Ended March 31,
*In millions*		2025		2024
Performance Materials	$	—	$	—
Performance Chemicals		—		4.8
Advanced Polymer Technologies		—		—
(Gain) loss on strategic investments	$	—	$	4.8

(8)	Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest.

INGEVITY CORPORATION Condensed Consolidated Balance Sheets (Unaudited)

*In millions*	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	71.5	$	68.0
Accounts receivable, net		163.7		141.0
Inventories, net		245.4		226.8
Prepaid and other current assets		49.4		57.4
Current assets		530.0		493.2
Property, plant, and equipment, net		655.8		658.9
Goodwill		180.7		175.2
Other intangibles, net		276.8		278.8
Restricted investment		82.4		81.6
Strategic investments		87.2		87.3
Other assets		243.2		247.6
Total Assets	$	2,056.1	$	2,022.6

Liabilities
Accounts payable	$	108.3	$	94.5
Accrued expenses		57.2		58.1
Notes payable and current maturities of long-term debt		60.4		61.3
Other current liabilities		38.7		50.2
Current liabilities		264.6		264.1
Long-term debt including finance lease obligations		1,332.6		1,339.7
Deferred income taxes		59.0		56.2
Other liabilities		165.3		167.4
Total Liabilities		1,821.5		1,827.4
Equity		234.6		195.2
Total Liabilities and Equity	$	2,056.1	$	2,022.6

INGEVITY CORPORATION Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
*In millions*		2025			2024
Cash provided by (used in) operating activities:
Net income (loss)	$	20.5		$	(56.0	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		24.9			29.6
Restructuring and other (income) charges, net		12.3			62.8
CTO resales		—			26.5
(Gain) loss on strategic investment		—			4.8
Other non-cash items		7.6			(1.8	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Restructuring and other cash outflow, net		(11.6	)		(10.0	)
CTO resales cash inflow (outflow), net		6.2			(19.8	)
Changes in other operating assets and liabilities, net		(34.5	)		(48.2	)
Net cash provided by (used in) operating activities	$	25.4		$	(12.1	)
Cash provided by (used in) investing activities:
Capital expenditures	$	(10.0	)	$	(16.6	)
Proceeds from disposition of assets		3.6			—
Other investing activities, net		(5.1	)		0.3
Net cash provided by (used in) investing activities	$	(11.5	)	$	(16.3	)
Cash provided by (used in) financing activities:
Proceeds from revolving credit facility and other borrowings	$	92.3		$	81.4
Payments on revolving credit facility and other borrowings		(100.3	)		(55.0	)
Finance lease obligations, net		(0.4	)		(0.4	)
Tax payments related to withholdings on vested equity awards		(2.6	)		(2.6	)
Net cash provided by (used in) financing activities	$	(11.0	)	$	23.4
Increase (decrease) in cash, cash equivalents, and restricted cash		2.9			(5.0	)
Effect of exchange rate changes on cash		1.4			(1.8	)
Change in cash, cash equivalents, and restricted cash⁽¹⁾		4.3			(6.8	)
Cash, cash equivalents, and restricted cash at beginning of period		86.6			111.9
Cash, cash equivalents, and restricted cash at end of period ⁽¹⁾	$	90.9		$	105.1

(1) Includes restricted cash of $19.4 million and $16.6 million and cash and cash equivalents of $71.5 million and $88.5 million at March 31, 2025 and 2024, respectively. Restricted cash is included within "Prepaid and other current assets" and "Restricted investment" within the condensed consolidated balance sheets.

Supplemental cash flow information:
Cash paid for interest, net of capitalized interest	$	14.6		$	17.0
Cash paid for income taxes, net of refunds		4.4			2.9
Purchases of property, plant, and equipment in accounts payable		2.9			2.7
Leased assets obtained in exchange for new operating lease liabilities		—			0.4

Ingevity Corporation

Non-GAAP Financial Measures

Ingevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP on the following pages. These financial measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.

We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance, liquidity measures, and projected future results.

Ingevity uses the following non-GAAP measures:

Adjusted earnings (loss) is defined as net income (loss) plus restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, pension and postretirement settlement and curtailment (income) charges, loss on CTO resales, CTO supply contract termination charges, (gain) loss on strategic investments, debt refinancing fees, litigation verdict charges, proxy contest charges, and the income tax expense (benefit) on those items, less the provision (benefit) from certain discrete tax items.

Diluted adjusted earnings (loss) per share is defined as diluted earnings (loss) per common share plus restructuring and other (income) charges, net, per share, goodwill impairment charge per share, acquisition and other-related (income) costs per share, pension and postretirement settlement and curtailment (income) charges per share, loss on CTO resales per share, CTO supply contract termination charges per share, (gain) loss on strategic investments per share, debt refinancing fees per share, litigation verdict charge per share, proxy contest charges per share and the income tax expense (benefit) per share on those items, less the provision (benefit) from certain discrete tax items per share.

Adjusted EBITDA is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, litigation verdict charges, (gain) loss on strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, and pension and postretirement settlement and curtailment (income) charges, net.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net sales.

Free Cash Flow is defined as the sum of net cash provided by (used in) the following items: operating activities less capital expenditures.

Net Debt is defined as the sum of notes payable, short-term debt, current maturities of long-term debt and long-term debt including finance lease obligations less the sum of cash and cash equivalents, restricted cash associated with our new market tax credit financing arrangement, and restricted investment associated with certain finance lease obligations, excluding the allowance for credit losses on held-to-maturity debt securities held within the restricted investment.

Net Debt Ratio is defined as Net Debt divided by the last twelve months Adjusted EBITDA, inclusive of acquisition-related pro forma adjustments.

Ingevity's management also uses the above financial measures as the primary measures of profitability and liquidity of the business. In addition, Ingevity believes Adjusted EBITDA and Adjusted EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.

GAAP Reconciliation of 2025 Adjusted EBITDA Guidance

A reconciliation of net income to adjusted EBITDA as projected for 2025 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related (income) costs; litigation verdict charges; additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA, that have a similar impact on the comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA.

INGEVITY CORPORATION

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Net Income (Loss) (GAAP) to Adjusted Earnings (Loss) (Non-GAAP) and Reconciliation of Diluted Earnings (Loss) per Common Share (GAAP) to Diluted Adjusted Earnings per Share (Non-GAAP)

	Three Months Ended March 31,
*In millions, except per share data (unaudited)*		2025			2024
Net income (loss) (GAAP)	$	20.5		$	(56.0	)
Restructuring and other (income) charges, net⁽¹⁾		12.3			62.8
Acquisition and other-related costs⁽²⁾		—			0.3
Loss on CTO resales⁽³⁾		—			26.5
(Gain) loss on strategic investments⁽⁴⁾		—			4.8
Proxy contest charges⁽⁵⁾		7.9			—
Tax effect on items above⁽⁶⁾		(4.7	)		(22.1	)
Certain discrete tax provision (benefit) ⁽⁷⁾		0.4			0.9
Adjusted earnings (loss) (Non-GAAP)	$	36.4		$	17.2

Diluted earnings (loss) per common share (GAAP)	$	0.56		$	(1.54	)
Restructuring and other (income) charges, net		0.34			1.73
Acquisition and other-related costs		—			0.01
Loss on CTO resales		—			0.73
(Gain) loss on strategic investments		—			0.13
Proxy contest charges		0.21			—
Tax effect on items above		(0.13	)		(0.61	)
Certain discrete tax provision (benefit)		0.01			0.02
Diluted adjusted earnings (loss) per share (Non-GAAP)	$	0.99		$	0.47
Weighted average common shares outstanding - Diluted ⁽⁸⁾		36.7			36.4

____________________
(1)	We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business. These costs are excluded from our reportable segment results; details of which are included in the table below. For the details of these costs between our reportable segments, see Segment Operating Results on page 2.

	Three Months Ended March 31,
*In millions*		2025		2024
Work force reductions and other	$	1.2	$	—
Performance Chemicals' repositioning		11.1		62.3
Restructuring charges ⁽¹⁾	$	12.3	$	62.3
North Charleston plant transition		—		0.5
Other (income) charges, net ⁽¹⁾	$	—	$	0.5
Restructuring and other (income) charges, net ⁽²⁾	$	12.3	$	62.8
_________________
(1) Amounts are recorded within Restructuring and other (income) charges, net on the condensed consolidated statement of operations.
(2) For information on our Workforce reductions and other, Performance Chemicals' repositioning, and North Charleston plant transition costs please refer to Note 15, Restructuring and Other (Income) Charges, net, in the Notes to the Consolidated Financial Statements included in the Company's Form 10-K for the year ended December 31, 2024, filed on February 19, 2025. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2025.


(2)	Charges represent (gains) losses incurred to complete and integrate acquisitions and other strategic investments. Charges may include the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and certain legal and professional fees associated with the completion of acquisitions and strategic investments. For the details of these costs between our reportable segments, see Segment Operating Results on page 2.
(3)	Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes. On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated. As a result of the termination, the purchases under the CTO supply contract ended effective June 30, 2024. The CTO resale activity described above ended in 2024.
(4)	We exclude gains and losses from strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment. We believe that the inclusion of such gains or losses, would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results.
(5)	Charges represent legal and other professional service fees as well as incremental proxy solicitation costs related to a proxy contest.
(6)	Income tax impact of non-GAAP adjustments is the summation of the calculated income tax charge related to each pre-tax non-GAAP adjustment. The non-GAAP adjustments relate primarily to adjustments in the United States. As such, the income tax effect is calculated using the statutory tax rates of 21% for the United States and approximately 2.5% for state and local taxes, applied to the non-GAAP adjustments.
(7)	Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of legislative tax rate changes.
(8)	The average number of shares outstanding used in the three months ended 2024 diluted adjusted earnings (loss) per share computation (Non-GAAP) includes 0.1 million diluted shares. This number of shares differs from the average number of shares outstanding used in diluted earnings (loss) per share computations (GAAP) as we had a net loss on a GAAP basis.

Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP)

	Three Months Ended March 31,
*In millions, except percentages (unaudited)*		2025			2024
Net income (loss) (GAAP)	$	20.5		$	(56.0	)
Provision (benefit) for income taxes		6.3			(15.9	)
Interest expense, net		19.4			22.3
Depreciation and amortization		24.9			29.6
Restructuring and other (income) charges, net ⁽¹⁾		12.3			62.8
Acquisition and other-related (income) costs ⁽¹⁾		—			0.3
Loss on CTO resales⁽¹⁾		—			26.5
(Gain) loss on strategic investments⁽¹⁾		—			4.8
Proxy contest charges⁽¹⁾		7.9			—
Adjusted EBITDA (Non-GAAP)	$	91.3		$	74.4

Net sales	$	284.0		$	340.1
Net income (loss) margin		7.2	%		(16.5	)%
Adjusted EBITDA margin		32.1	%		21.9	%

____________________
(1)	For more information on these charges, refer to the Reconciliation of Adjusted Earnings table on page 7.

Calculation of Free Cash Flow (Non-GAAP)

	Three Months Ended March 31,
*In millions (unaudited)*		2025		2024
Net cash provided by (used in) operating activities	$	25.4	$	(12.1	)
Less: Capital expenditures		10.0		16.6
Free Cash Flow (Non-GAAP)	$	15.4	$	(28.7	)

Calculation of Net Debt Ratio (Non-GAAP)

*In millions, except ratios (unaudited)*	March 31, 2025
Notes payable and current maturities of long-term debt	$	60.4
Long-term debt including finance lease obligations		1,332.6
Debt issuance costs		4.0
Total Debt		1,397.0
Less:
Cash and cash equivalents ⁽¹⁾		71.7
Restricted investment ⁽²⁾		82.5
Net Debt	$	1,242.8

Net Debt Ratio (Non GAAP)
Adjusted EBITDA
Twelve months ended December 31, 2024	$	362.7
Three months ended March 31, 2024 ⁽³⁾		(74.4	)
Three months ended March 31, 2025 ⁽³⁾		91.3
Adjusted EBITDA - last twelve months (LTM) as of March 31, 2025	$	379.6

Net debt ratio (Non GAAP)	3.3x

____________________
(1)	Includes $0.2 million of Restricted Cash related to the New Market Tax Credit arrangement.
(2)	Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with Performance Materials' Wickliffe, Kentucky, manufacturing site at maturity. The trust, presented as Restricted investment on our condensed consolidated balance sheets, originally purchased long-term bonds that mature through 2026. The principal received at maturity of the bonds, along with interest income that is reinvested in the trust, are expected to be equal to or more than the $80.0 million finance lease obligation that is due in 2027. Excludes $0.1 million allowance for credit losses on held-to-maturity debt securities.
(3)	Refer to the Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) schedule on page 9 for the reconciliation to the most comparable GAAP financial measure.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250505151001/en/

Caroline Monahan

843-740-2068

media@ingevity.com

Investors:

John E. Nypaver, Jr.

843-740-2002

investors@ingevity.com