Common Stock ($0.01 par value)
- Symbol
- NGVT
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 2.01, 7.01, 9.01 · 8-K
Ingevity Corporation
NGVTNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item Entry 1.01. 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.…
Registered securities in this filing
INGEVITY CORPORATION · 8-K · Filed 2026-01-05
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01. 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 2.01Item 2.01 - Completion of Acquisition
Item Completion
2.01. 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 7.01Item 7.01 - Regulation FD Disclosure
Item Regulation
7.01. 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.
Filed exhibits (1)
Exhibit 99.1 Ingevity Corporation 4920 O’Hear Avenue Suite 400 North Charleston, S.C. 29405 USA www.ingevity.com News Contact: Caroline Monahan 843-740-2068 caroline.monahan@ingevity.com Investors: John E. Nypaver, Jr. 843-740-2002 investors@ingevity.com Ingevity announces successful completion of sale of North Charleston crude tall oil refinery and majority of Industrial Specialties product line Transaction reduces portfolio volatility, strengthens Ingevity’s margin and cash flow profile and enhances strategic flexibility NORTH CHARLESTON, SC, Jan. 5, 2026 - Ingevity Corporation (NYSE: NGVT) today announced the completion of the previously disclosed sale of its North Charleston Crude Tall Oil (CTO) refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream Pine Products, LLC (Mainstream). Per the terms of the agreement, the all-cash transaction includes $110 million at closing plus pote…
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