Ingevity To Sell North Charleston CTO Refinery And Performance Chemicals Industrial Specialties Product Line To Mainstream For $110M Plus Up To $19M Contingent Payout

Divestiture reduces portfolio volatility, strengthens Ingevity's margin and cash flow profile and enhances future strategic optionality

• The all-cash transaction includes $110 million at closing plus potential contingent consideration ranging from $0 to $19 million, subject to the achievement of future business performance milestones 
• Revenue for 2025 associated with the combined assets being sold is expected to be approximately $130 million with EBITDA margins in the low-to-mid single digits 
• Transaction subject to customary and agreed-upon closing conditions and anticipated to close by early 2026 
• Mainstream Pine Products to supply Ingevity with certain refinery products to support Ingevity's Road Technologies product line 
• Agreement significantly mitigates Ingevity's exposure to crude tall oil (CTO) volatility 
• Beginning with third quarter reporting, the combined assets being sold will be reported as discontinued operations

Ingevity Corporation (NYSE:NGVT) today announced it has entered into a definitive agreement to sell its North Charleston CTO refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream Pine Products, LLC (Mainstream). The all-cash transaction will result in net, after tax, proceeds at closing of approximately $110 million plus a potential contingent payment ranging from $0 to $19 million, which is subject to the achievement of future business performance milestones. The transaction is subject to customary and agreed-upon closing conditions and is expected to close by early 2026.