ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On October 3, 2022, Ingevity Corporation, a Delaware corporation ("Ingevity"), completed its previously announced acquisition of Ozark Materials, LLC, an Alabama limited liability company ("Ozark Materials"), and Ozark Logistics, LLC, an Alabama limited liability company ("Ozark Logistics" and, together with Ozark Materials, the "Companies" and, each, a "Company"), pursuant to that certain Equity Purchase Agreement (the "Purchase Agreement"), by and among, Ingevity, the Companies and Ozark Holdings, Inc., an Alabama corporation ("Seller"). Ingevity previously disclosed the acquisition and the Purchase Agreement in a Current Report on Form 8-K filed by Ingevity with the Securities and Exchange Commission (the "SEC") on August 2, 2022 (the "Previous Form 8-K").

In accordance with the Purchase Agreement, Ingevity acquired from Seller, all of the issued and outstanding limited liability company membership interests of each Company for a purchase price of $325 million, subject to customary adjustments for working capital, indebtedness and transaction expenses. Ingevity funded the acquisition through a combination of borrowings under its existing credit facilities and cash on hand.

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.

ITEM 7.01. REGULATION FD DISCLOSURE

On October 3, 2022, Ingevity issued a press release announcing that it had completed the foregoing acquisition. 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits.
Exhibit No.        Description of Exhibit
       2.1         Equity Purchase Agreement, dated July 31, 2022, by and among Ingevity
                   Corporation, Ozark Holdings, Inc., Ozark Materials, LLC and Ozark Logistics,
                   LLC (incorporated by reference to Exhibit 2.1 to Ingevity Corporation's Current
                   Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission
                   on August 2, 2022)*
       99.1        Press Release, dated October 3, 2022
       104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules and exhibits to the Securities and Exchange Commission upon request.

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