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INNOSPEC INC. (IOSP)

CIK: 0001054905. SIC: 2800 Chemicals & Allied Products. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2800 Chemicals & Allied Products

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1054905. Latest filing source: 0001193125-26-056502.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,778,000,000USD20252026-02-18
Net income116,600,000USD20252026-02-18
Assets1,832,400,000USD20252026-02-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001054905.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue883,400,0001,306,800,0001,476,900,0001,513,300,0001,193,100,0001,483,400,0001,963,700,0001,948,800,0001,845,400,0001,778,000,000
Net income81,300,00061,800,00085,000,000112,200,00028,700,00093,100,000133,000,000139,100,00035,600,000116,600,000
Operating income98,200,000125,000,000133,500,000149,900,00033,700,000132,100,000187,300,000161,600,000177,900,000129,500,000
Gross profit332,300,000403,300,000435,000,000466,200,000342,700,000434,900,000586,700,000591,100,000542,900,000492,400,000
Diluted EPS3.332.523.454.541.163.755.325.561.424.67
Assets1,181,400,0001,410,200,0001,473,400,0001,468,800,0001,397,400,0001,570,900,0001,603,700,0001,707,400,0001,734,700,0001,832,400,000
Liabilities537,900,000563,300,000557,800,000518,600,000499,500,000
Stockholders' equity653,500,000793,900,000825,000,000918,500,000944,400,0001,032,400,0001,038,000,0001,147,100,0001,211,200,0001,326,100,000
Cash and cash equivalents101,900,00090,200,000123,100,00075,700,000105,300,000141,800,000147,100,000203,700,000289,200,000292,500,000
Net margin9.20%4.73%5.76%7.41%2.41%6.28%6.77%7.14%1.93%6.56%
Operating margin11.12%9.57%9.04%9.91%2.82%8.91%9.54%8.29%9.64%7.28%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001054905.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.29reported discrete quarter
2022-Q32022-09-301.55reported discrete quarter
2023-Q12023-03-311.33reported discrete quarter
2023-Q22023-06-30480,400,00028,900,0001.16reported discrete quarter
2023-Q32023-09-30464,100,00039,200,0001.57reported discrete quarter
2023-Q42023-12-31494,700,00037,800,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31500,200,00041,400,0001.65reported discrete quarter
2024-Q22024-06-30435,000,00031,200,0001.24reported discrete quarter
2024-Q32024-09-30443,400,00033,400,0001.33reported discrete quarter
2024-Q42024-12-31466,800,000-70,400,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31440,800,00032,800,0001.31reported discrete quarter
2025-Q22025-06-30439,700,00023,500,0000.94reported discrete quarter
2025-Q32025-09-30441,900,00012,900,0000.52reported discrete quarter
2025-Q42025-12-31455,600,00047,400,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31453,200,00030,800,0001.22reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-213510.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2026

This discussion should be read in conjunction with our unaudited interim condensed consolidated financial statements and the notes thereto.

CRITICAL ACCOUNTING ESTIMATES

The policies and estimates that the Company considers the most critical in terms of complexity and subjectivity of assessment are those related to plant closure provisions, goodwill, other intangible assets and property, plant and equipment. These policies have been discussed in the Company’s 2025 Form 10-K.

RESULTS OF OPERATIONS

The Company reports its financial performance based on three reportable segments, which are Performance Chemicals, Fuel Specialties and Oilfield Services.

The following table provides sales, gross profit and operating income by reporting segment:

Three Months Ended

March 31,

(in millions)

2026

2025

Net sales:

Performance Chemicals

$

169.4

$

168.4

Fuel Specialties

181.6

170.3

Oilfield Services

102.2

102.1

$

453.2

$

440.8

Gross profit:

Performance Chemicals

$

28.4

$

35.3

Fuel Specialties

64.3

60.8

Oilfield Services

30.8

29.0

$

123.5

$

125.1

Operating income/(loss):

Performance Chemicals

$

10.7

$

19.8

Fuel Specialties

37.8

36.9

Oilfield Services

5.6

4.1

Corporate costs

(22.3

)

(17.7

)

Adjustment to fair value of contingent consideration

4.7

(0.7

)

Profit on disposal of property, plant and equipment

—

0.1

Total operating income

$

36.5

$

42.5

17

Three Months Ended March 31, 2026

The following table shows the changes in sales, gross profit and operating expenses by reporting segment for the three months ended March 31, 2026, and the three months ended March 31, 2025:

Three Months Ended

March 31,

(in millions, except ratios)

2026

2025

Change

Net sales:

Performance Chemicals

$

169.4

$

168.4

$

1.0

+1%

Fuel Specialties

181.6

170.3

11.3

+7%

Oilfield Services

102.2

102.1

0.1

+0%

$

453.2

$

440.8

$

12.4

+3%

Gross profit:

Performance Chemicals

$

28.4

$

35.3

$

(6.9

)

-20%

Fuel Specialties

64.3

60.8

3.5

+6%

Oilfield Services

30.8

29.0

1.8

+6%

$

123.5

$

125.1

$

(1.6

)

-1%

Gross margin (%):

Performance Chemicals

16.8

21.0

-4.2

Fuel Specialties

35.4

35.7

-0.3

Oilfield Services

30.1

28.4

+1.7

Aggregate

27.3

28.4

-1.1

Operating expenses:

Performance Chemicals

$

(17.7

)

$

(15.5

)

$

(2.2

)

+14%

Fuel Specialties

(26.5

)

(23.9

)

(2.6

)

+11%

Oilfield Services

(25.2

)

(24.9

)

(0.3

)

+1%

Corporate costs

(22.3

)

(17.7

)

(4.6

)

+26%

Adjustment to fair value of contingent consideration

4.7

(0.7

)

5.4

n/a

Profit on disposal of property, plant and equipment

—

0.1

(0.1

)

n/a

$

(87.0

)

$

(82.6

)

$

(4.4

)

+5%

Performance Chemicals

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Three Months Ended March 31, 2026

Change (%)

Americas

EMEA

ASPAC

Total

Volume

-15

-1

-31

-9

Price and product mix

+6

-3

+1

+1

Exchange rates

—

+17

+3

+9

-9

+13

-27

+1

Volumes for the Americas were lower due to reduced demand for our personal care products, partly offset by a favorable price and product mix due to pricing improvements. Volumes in EMEA were lower, combined with an adverse price and product mix driven by higher demand for lower priced products. ASPAC volumes were lower driven by decreased demand for our personal care products, slightly offset by a favorable price and product mix. EMEA and ASPAC benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year decrease of 4.2 percentage points was primarily due to an adverse sales mix, together with the negative manufacturing variances in North America due to lower production volumes following severe weather conditions at the start of the quarter.

18

Operating expenses: the year over year increase of $2.2 million year over year was primarily due to adverse movements to the provisions for doubtful debts driven by our aged debtor accounting policy, together with increased research and development expenses.

Fuel Specialties

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Three Months Ended March 31, 2026

Change (%)

Americas

EMEA

ASPAC

AvGas

Total

Volume

+14

+7

+9

-7

+10

Price and product mix

-16

-7

-6

+30

-9

Exchange rates

+1

+13

+2

—

+6

-1

+13

+5

+23

+7

Sales volumes in all our regions increased year over year due to increased demand from customers. All our regions were impacted by an adverse price and product mix due to higher sales of lower priced products. AvGas volumes were lower than the prior year due to variations in the demand from customers, being offset by a favorable customer mix. EMEA and ASPAC benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year decrease of 0.3 percentage points was due to an adverse sales mix from increased sales of lower margin products.

Operating expenses: the year over year increase of $2.6 million was primarily due to adverse movements to the provisions for doubtful debts driven by our aged debtor accounting policy, together with increased administrative expenses.

Oilfield Services

Net sales: have increased year over year by $0.1 million. Sales in the Americas were higher year over year, being partly outweighed by lower sales in EMEA. The majority of our customer activity is concentrated in the Americas region.

Gross margin: the year over year increase of 1.7 percentage points was due to a favorable sales mix.

Operating expenses: the year over year increase of $0.3 million was primarily due to higher selling expenses.

Other Income Statement Captions

Corporate costs: the year over year increase of $4.6 million was primarily due to higher legacy costs of closed operations, an adverse revaluation for the U.K. emissions trading scheme carbon credits, higher legal and compliance expenses and additional amortization for the new ERP system.

Adjustment to fair value of contingent consideration: is a credit in the current year of $4.7 million compared to an expense in the prior year of $0.7 million. The adjustment relates to the acquisition of QGP within our Performance Chemicals segment. See Note 10 of the Notes to the Condensed Consolidated Financial Statements for additional information.

19

Other net income/(expense): for the three months ended March 31, 2026 and 2025, included the following:

(in millions)

2026

2025

Change

Net pension credit/(cost)

$

(0.1

)

$

(0.1

)

$

—

Foreign exchange gains/(losses) on translation

0.8

2.7

(1.9

)

Foreign currency forward contracts gains/(losses)

1.9

(2.3

)

4.2

$

2.6

$

0.3

$

2.3

Interest income/(expense), net: in the three months ended March 31, 2026 was $0.8 million of income compared to $2.4 million of income in the three months ended March 31, 2025, driven by lower interest rates and lower cash balances in the current year.

Income taxes: the effective tax rate was 22.8% and 25.7% in the first quarter of 2026 and 2025, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 22.9% in 2026 compared with 24.0% in 2025. The 1.1% decrease in the adjusted effective rate was primarily due to the fact that a higher proportion of the Company’s profits are being generated in lower tax jurisdictions. The Company believes that this adjusted effective tax rate, a non-GAAP financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this non-GAAP financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.

The following table shows a reconciliation of the GAAP effective tax charge to the adjusted effective tax charge:

Three Months Ended

March 31,

(in millions)

2026

2025

Income before income taxes

$

39.9

$

45.2

Adjustment for stock compensation

1.8

2.0

Adjustment to fair value of contingent consideration

(4.7

)

0.7

Legacy costs of closed operations

2.3

0.8

Adjusted income before income taxes

$

39.3

$

48.7

Income taxes

$

9.1

$

11.6

Tax on stock compensation

(0.7

)

(0.1

)

Tax on adjustment to fair value of contingent consideration

—

—

Tax on legacy cost of closed operations

0.6

0.2

Adjusted income taxes

$

9.0

$

11.7

GAAP effective tax rate

22.8

%

25.7

%

Adjusted effective tax rate

22.9

%

24.0

%

20

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

In the three months ended March 31, 2026 our working capital increased by $19.8 million, while our adjusted working capital increased by $20.1 million. The difference is primarily due to the exclusion of the movements for cash and cash equivalents together with the changes for taxes, being partly offset by the change in the value of acquisition-related contingent consideration.

The Company believes that adjusted working capital, a non-GAAP financial measure (defined by the Company as trade and other accounts receivable, inventories, prepaid expenses, accounts payable and accrued liabilities rather than total current assets less total current liabilities) provides useful information to investors in evaluating the Company’s underlying performance and identifying operating trends. Management uses this non-GAAP financial measure internally to allocate resources and evaluate the performance of the Company’s operations. Items excluded from working capital in the adjusted working capital calculation are listed in the table below and represent factors which do not fluctuate in line with the day to day working capital needs of the business.

(in millions)

March 31,

2026

December 31,

2025

Total current assets

$

999.1

$

1,004.6

Total current liabilities

(334.8

)

(360.1

)

Working capital

664.3

644.5

Less cash and cash equivalents

(289.1

)

(292.5

)

Less prepaid income taxes

(10.6

)

(13.1

)

Less other current assets

(6.8

)

(7.3

)

Add back accrued income taxes

4.3

5.3

Add back current portion of plant closure provisions

4.9

4.9

Add back current portion of acquisition-related contingent consideration

2.7

7.0

Add back current portion of operating lease liabilities

15.1

15.9

Adjusted working capital

$

384.8

$

364.7

We had a $11.9 million increase in trade and other accounts receivable, including a $2.4 million increase in allowances, which was primarily due to increased sales for our Fuel Specialties and Oilfield Services segments. Days’ sales outstanding decreased in our Performance Chemicals segment from 72 days to 66 days; increased from 57 days to 59 days in our Fuel Specialties segment; and increased from 64 days to 68 days in our Oilfield Services segment.

We had a $7.8 million decrease in inventories, including a $1.0 million decrease in allowances, which was driven by lower levels of raw materials in our Performance Chemicals and Fuel Specialties segments. The Company continues to maintain inventory levels necessary to manage the risk of potential supply chain disruption for certain key raw materials, especially in our Fuel Specialties segment. Days’ sales in inventory in our Performance Chemicals segment decreased from 65 days to 58 days; decreased from 184 days to 132 days in our Fuel Specialties segment; and decreased from 83 days to 64 days in our Oilfield Services segment.

Prepaid expenses decreased $3.2 million, from $20.1 million to $16.9 million, primarily due to the cyclical expensing of prepaid invoices.

We had a $19.2 million decrease in accounts payable and accrued liabilities, which was d

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our Consolidated Financial Statements and the Notes thereto.

EXECUTIVE OVERVIEW

In 2025, Innospec delivered a mixed set of results with continued strong operating income growth and margin expansion in Fuel Specialties offsetting lower results in Performance Chemicals and Oilfield Services.

In Performance Chemicals, full year revenues were up 4 percent on the prior year; however, margins declined on higher costs, price management and weaker product mix. While these results were below our expectations, margin actions began to take effect in the third quarter, and together with lower overheads drove sequential improvement in the fourth quarter. Delivering sustainable margin improvement remains the primary focus of the business team. We continue to execute on a range of price/cost management, productivity and new product commercialization actions over the short-to-medium term. New products include the continued expansion of our industry-leading sulfate and 1,4-dioxane free personal and home care portfolio and growth in our technologies for agriculture, mining, construction and other diversified industrial markets. We expect these combined efforts to drive further growth in 2026.

In Fuel Specialties, full year revenues were unchanged on the prior year and operating income increased 12 percent benefiting from a stronger sales mix and disciplined pricing. The business has continued to deliver consistently strong results and has a diverse pipeline of fuel and non-fuel growth opportunities across all regions. With our industry-leading innovation and customer service capabilities, we are well positioned to continue advancing our global customers’ initiatives. Our technology will continue to focus on cleaner fuels, lowering emissions and improving efficiency in traditional, renewable and non-fuel applications.

In Oilfield Services, full year revenues were down 19 percent on the prior year, and operating income decreased 40 percent driven by no recovery in our Latin American business and lower than expected Middle East and US completion activity in the second half of 2025. We remain focused on delivering operating income growth in 2026 as Middle East activity returns, sales from our recent DRA expansion take effect, and our focus on margin improvement continues. We currently do not expect Latin America production activity to resume in 2026.

For the full year, cash from operations after capital expenditures remained strong at $63.9 million. As of December 31, 2025, Innospec had $292.5 million in cash and cash equivalents and no debt. Full year dividend payments increased by 10 percent over the prior year to $1.71 per share and we bought back 264 thousand shares at a cost of $23.9 million. We continue to have significant balance sheet flexibility for M&A, dividend growth, organic investment and buybacks.

CRITICAL ACCOUNTING ESTIMATES

Note 2 of the Notes to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements.

29

Plant Closure Provisions

We are subject to environmental laws in the countries in which we conduct business. Ellesmere Port in the U.K. is our principal site giving rise to asset retirement obligations, primarily connected to the production of tetra ethyl lead. There are also asset retirement obligations and environmental remediation liabilities on a much smaller scale in respect of other sites. At Ellesmere Port there is a continuing asset retirement program related to certain manufacturing units that have been closed.

Plant closure provisions at December 31, 2025 amounted to $65.1 million and relate principally to asset retirement obligations at our Ellesmere Port site in the U.K.. We recognize environmental remediation liabilities when they are probable and costs can be reasonably estimated, and asset retirement obligations when there is a legal requirement, including those arising from a Company promise, and the costs can be reasonably estimated. The Company must make significant judgments when anticipating the program of work required and the associated future expected costs, and comply with environmental legislation in the countries in which it operates or has operated in. We develop these assumptions utilizing the latest information available together with recent costs. While we believe our assumptions for plant closure provisions are reasonable, they are subjective good faith estimates and it is possible that variations in any of the assumptions will result in materially different calculations to the liabilities we have reported.

Goodwill

The Company’s reporting units, the level at which goodwill is assessed for potential impairment, are consistent with the reportable segments. The components in each segment (including products, markets and competitors) have similar economic characteristics and the segments, therefore, reflect the lowest level at which operations and cash flows can be sufficiently distinguished, operationally and for financial reporting purposes, from the rest of the Company.

To test for impairment the Company performs a qualitative step zero assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a segment is less than the carrying amount prior to performing the quantitative goodwill impairment test. Factors utilized in the qualitative assessment process include macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and Company specific events.

If a quantitative test is required, we assess the fair value based on projected post-tax cash flows discounted at the Company’s weighted average cost of capital. These fair value techniques require management judgment and estimates including revenue growth rates, projected operating margins, changes in working capital and discount rates. We would develop these assumptions by considering recent financial performance and trends and industry growth estimates. While we believe our assumptions for impairment assessments are reasonable, they are subjective judgments, and it is possible that variations in any of the assumptions will result in materially different calculations of any potential impairment charges.

At December 31, 2025 we had $399.0 million of goodwill relating to our Performance Chemicals, Fuel Specialties and Oilfield Services segments. Our step zero impairment review at December 31, 2025 indicated the fair value of each segment is, more likely than not, higher than the carrying value, meaning no step one impairment review was required to be performed.

Other intangible assets and property, plant and equipment (net of amortization and depreciation, respectively)

30

Other intangible assets and property, plant and equipment are tested for impairment at the lowest possible level for which cash flows can be sufficiently distinguished, operationally and for financial reporting purposes.

To test for impairment the Company reviews whether there have been any changes or indicators of potential impairment. Factors utilized in the qualitative assessment process include macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and Company specific events.

If a quantitative test is required, undiscounted future cash flows expected to result from the asset groups are compared with the carrying value of the assets and, if such cash flows are lower, an impairment loss may be recognized. The amount of the impairment loss is the difference between the fair value and the carrying value of the assets. Fair values are determined using post-tax cash flows discounted at the Company’s weighted average cost of capital. These fair value techniques require management judgment and estimates including revenue growth rates, projected operating margins, changes in working capital and discount rates. We would develop these assumptions by considering recent financial performance and trends and industry growth estimates. While we believe our assumptions for impairment assessments are reasonable, they are subjective judgments, and it is possible that variations in any of the assumptions will result in materially different calculations of any potential impairment charges.

For the quarter ended September 30, 2025, we recorded impairment charges relating to our Performance Chemicals and Oilfield Services segments. See Note 6 and Note 9 of the Notes to the Consolidated Financial Statements for additional information.

At December 31, 2025 we had $67.7 million of intangible assets, included in Corporate costs and our Performance Chemicals segment, and we had $286.1 million of net property, plant and equipment for the Group in total. Our review at December 31, 2025 highlighted no indicators of potential impairment and the amortization and depreciation periods remain appropriate.

31

RESULTS OF OPERATIONS

The following table provides sales, gross profit and operating income by reporting segment:

(in millions)

2025

2024

2023

Net sales:

Performance Chemicals

$

681.4

$

653.7

$

561.6

Fuel Specialties

701.5

701.1

695.9

Oilfield Services

395.1

490.6

691.3

  Total net sales

$

1,778.0

$

1,845.4

$

1,948.8

Gross profit:

Performance Chemicals

$

122.0

$

148.4

$

105.6

Fuel Specialties

252.2

239.9

215.1

Oilfield Services

118.2

154.6

270.4

  Total gross profit

$

492.4

$

542.9

$

591.1

Operating income:

Performance Chemicals

$

61.0

$

82.9

$

54.5

Fuel Specialties

144.8

129.6

109.7

Oilfield Services

23.3

38.8

78.6

Corporate costs

(72.8

)

(70.2

)

(81.2

)

Adjustment to fair value of contingent consideration

15.9

(3.4

)

—

Restructuring charge

(0.9

)

—

—

Impairment of property, plant and equipment

(22.9

)

—

—

Impairment of intangible assets

(19.1

)

—

—

Profit on disposal

0.2

0.2

—

  Total operating income

$

129.5

$

177.9

$

161.6

Other income/(expense), net

(0.6

)

9.6

10.5

Pension scheme settlement charge

—

(155.6

)

—

Interest income/(expense), net

9.2

9.3

2.3

Income before income taxes

138.1

41.2

174.4

Income taxes

(21.5

)

(5.6

)

(35.3

)

  Net income

$

116.6

$

35.6

$

139.1

32

Results of Operations – Fiscal 2025 compared to Fiscal 2024:

(in millions, except ratios)

2025

2024

Change

Net sales:

Performance Chemicals

$

681.4

$

653.7

$

27.7

4%

Fuel Specialties

701.5

701.1

0.4

0%

Oilfield Services

395.1

490.6

(95.5

)

-19%

  Total net sales

$

1,778.0

$

1,845.4

$

(67.4

)

-4%

Gross profit:

Performance Chemicals

$

122.0

$

148.4

$

(26.4

)

-18%

Fuel Specialties

252.2

239.9

12.3

5%

Oilfield Services

118.2

154.6

(36.4

)

-24%

  Total gross profit

$

492.4

$

542.9

$

(50.5

)

-9%

Gross margin (%):

Performance Chemicals

17.9

22.7

-4.8

Fuel Specialties

36.0

34.2

+1.8

Oilfield Services

29.9

31.5

-1.6

Aggregate

27.7

29.4

-1.7

Operating expenses:

Performance Chemicals

$

(61.0

)

$

(65.5

)

$

4.5

-7%

Fuel Specialties

(107.4

)

(110.3

)

2.9

-3%

Oilfield Services

(94.9

)

(115.8

)

20.9

-18%

Corporate costs

(72.8

)

(70.2

)

(2.6

)

4%

Adjustment to fair value of contingent consideration

15.9

(3.4

)

19.3

n/a

Restructuring charge

(0.9

)

—

(0.9

)

n/a

Impairment of property, plant and equipment

(22.9

)

—

(22.9

)

n/a

Impairment of intangible assets

(19.1

)

—

(19.1

)

n/a

Profit on disposal of property, plant and equipment

0.2

0.2

—

n/a

  Total operating expenses

$

(362.9

)

$

(365.0

)

$

2.1

-1%

Financial information with respect to our domestic and foreign operations is contained in Note 3 of the Notes to the Consolidated Financial Statements.

Performance Chemicals

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Change (%)

Americas

EMEA

ASPAC

Total

Volume

+1

-2

+8

—

Price and product mix

-1

+6

-2

+2

Exchange rates

—

+4

+1

+2

—

+8

+7

+4

Higher sales volumes for the Americas were driven by increased demand for our personal care products, being offset by an adverse price and product mix due to pricing erosion and higher demand for our lower priced products. The volume decline in EMEA was offset by a favorable price and product mix, primarily

33

driven by increased demand for our higher priced products. ASPAC volumes were higher driven by increased demand for our personal care products, being partly offset by an adverse price and product mix due to higher demand for lower priced personal care products. EMEA and ASPAC benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year decrease of 4.8 percentage points was primarily due to pricing erosion and higher demand for our lower margin products.

Operating expenses: decreased by $4.5 million year over year, primarily due to lower provisions for performance-related remuneration accruals, together with lower charges for doubtful debts.

Fuel Specialties

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Change (%)

Americas

EMEA

ASPAC

AvGas

Total

Volume

—

+2

-18

+2

-1

Price and product mix

-2

—

+6

-2

-1

Exchange rates

—

+4

+1

—

+2

-2

+6

-11

—

—

Sales volumes in the Americas have remained constant year over year, combined with an adverse price and product mix due to a weaker sales mix. Sales volumes in EMEA have increased year over year due to increased demand from customers. Sales volumes in ASPAC have decreased year over year due to decreased demand from customers, being partly offset by a favorable price and product mix due to an improved sales mix and disciplined pricing. AvGas volumes were higher than the prior year due to variations in the demand from customers, being offset by an adverse price and product mix due to an adverse customer mix. EMEA and ASPAC benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year increase of 1.8 percentage points was driven by increased sales of higher margin products, together with disciplined pricing and reduced inflationary pressures.

Operating expenses: the year over year decrease of $2.9 million was due to lower provisions for performance-related remuneration accruals, lower research and development expenditure and favorable movements for doubtful debt provisions.

Oilfield Services

Net sales: have decreased year over year by $95.5 million, or 19 percent, with the majority of our customer activity concentrated in the Americas region. Sales volumes in the current year were adversely impacted by the absence of production chemical activity in Mexico.

Gross margin: the year over year decrease of 1.6 percentage points was due to an unfavorable sales mix as our customer demand has weakened.

Operating expenses: the year over year decrease of $20.9 million was due to lower customer service costs

34

and commissions related to the reduced demand from certain customers, together with lower provisions for performance-related remuneration accruals.

Other Income Statement Captions

Corporate costs: the year over year increase of $2.6 million was due to the prior year including the recovery of $8.4 million of historical pension costs, increased provisions for asset retirement obligations in relation to our legacy operations, the additional investment in our IT infrastructure and the amortization of the group's new ERP system, being partly offset by lower provisions for performance-related remuneration accruals.

Adjustment to fair value of contingent consideration: the credit in the current year of $15.9 million compares to an expense of $3.4 million in the prior year. The amounts in both years relate to the acquisition of QGP Química Geral (“QGP”) within our Performance Chemicals segment. See Note 14 of the Notes to the Consolidated Financial Statements for additional information.

Restructuring charge: the charge in the current year is $0.9 million compared to no charge in the prior year. The charge relates to our operations in South America within our Performance Chemicals segment.

Impairment of property, plant and equipment: the charge in the current year is $22.9 million compared to no charge in the prior year. The charge relates to our Oilfield Services segment. See Note 6 of the Notes to the Consolidated Financial Statements for additional information.

Impairment of intangible assets: the charge in the current year is $19.1 million compared to no charge in the prior year. The charge relates to our Performance Chemicals and Oilfield Services segments. See Note 9 of the Notes to the Consolidated Financial Statements for additional information.

Other net income/(expense): for 2025 and 2024, includes the following:

(in millions)

2025

2024

Change

Net pensions credit/(expense)

$

(0.3

)

$

7.2

$

(7.5

)

Profit attributable to non-controlling interests

(1.9

)

(2.4

)

0.5

Sundry expense

(0.1

)

(0.1

)

—

Foreign exchange gains/(losses) on translation

4.8

(0.4

)

5.2

Foreign currency forward contracts gains/(losses)

(3.1

)

5.3

(8.4

)

$

(0.6

)

$

9.6

$

(10.2

)

Interest income/(expense), net: was $9.2 million of income in 2025 compared to $9.3 million of income in 2024, driven by the interest income being earned from our cash balances.

Income taxes: The effective tax rate was 15.6% and 13.6% in 2025 and 2024, respectively. The adjusted effective tax rate, as calculated by adjusting income before taxes and by adjusting income taxes for the items set out in the following table, was 24.1% in 2025 compared with 26.4% in 2024. The Company believes this adjusted effective tax rate, a non-GAAP financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this non-GAAP financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.

35

(in millions, except ratios)

2025

2024

Income before income taxes

$

138.1

$

41.2

Adjustment for stock compensation

8.2

8.5

Indemnification asset regarding tax audit

—

(0.2

)

Legacy cost of closed operations

5.1

4.0

Adjustment to fair value of contingent consideration

(15.9

)

3.4

Pension scheme settlement charge

—

155.6

Recovery of historical pension costs

—

(8.4

)

Impairment of acquired intangible assets

19.1

—

Impairment of property, plant and equipment

22.9

—

Adjusted income before income taxes

$

177.5

$

204.1

Income taxes

$

21.5

$

5.6

Adjustment of income tax provisions

—

10.1

Tax on stock compensation

—

—

Tax loss / (gain) on distribution

(0.1

)

—

Tax on legacy cost of closed operations

1.3

1.0

Tax on pension scheme settlement charge

—

38.9

Tax on recovery of historical pension costs

—

(2.1

)

Tax on impairment of acquired intangible assets

5.1

—

Tax on impairment of property, plant and equipment

4.8

—

Impact of internal reorganizations

9.5

—

Other discrete items

0.7

0.4

Adjusted income taxes

$

42.8

$

53.9

GAAP effective tax rate

15.6

%

13.6

%

Adjusted effective tax rate

24.1

%

26.4

%

The adjusted effective tax rate is higher in 2025 than the GAAP effective tax rate, primarily due to the recognition of a deferred tax benefit in relation to internal reorganizations being eliminated in determining the adjusted effective tax rate.

The adjusted effective tax rate was higher in 2024 than the GAAP effective tax rate, primarily due to the recognition of previously unrecognized tax benefits being eliminated in determining the adjusted effective tax rate. This item arose due to the lapse of the statute of limitations associated with the unrecognized tax benefit in the final quarter of 2024.

For additional information on items which impact both the GAAP effective tax rate and the adjusted effective tax rate see Note 11 of the Notes to the Consolidated Financial Statements.

36

Results of Operations – Fiscal 2024 compared to Fiscal 2023:

(in millions, except ratios)

2024

2023

Change

Net sales:

Performance Chemicals

$

653.7

$

561.6

$

92.1

16%

Fuel Specialties

701.1

695.9

5.2

1%

Oilfield Services

490.6

691.3

(200.7

)

-29%

  Total net sales

$

1,845.4

$

1,948.8

$

(103.4

)

-5%

Gross profit:

Performance Chemicals

$

148.4

$

105.6

$

42.8

41%

Fuel Specialties

239.9

215.1

24.8

12%

Oilfield Services

154.6

270.4

(115.8

)

-43%

  Total gross profit

$

542.9

$

591.1

$

(48.2

)

-8%

Gross margin (%):

Performance Chemicals

22.7

18.8

+3.9

Fuel Specialties

34.2

30.9

+3.3

Oilfield Services

31.5

39.1

-7.6

Aggregate

29.4

30.3

-0.9

Operating expenses:

Performance Chemicals

$

(65.5

)

$

(51.1

)

$

(14.4

)

28%

Fuel Specialties

(110.3

)

(105.4

)

(4.9

)

5%

Oilfield Services

(115.8

)

(191.8

)

76.0

-40%

Corporate costs

(70.2

)

(81.2

)

11.0

-14%

Adjustment to fair value of contingent consideration

(3.4

)

—

(3.4

)

n/a

Profit on disposal

0.2

—

0.2

n/a

  Total operating expenses

$

(365.0

)

$

(429.5

)

$

64.5

-15%

Financial information with respect to our domestic and foreign operations is contained in Note 3 of the Notes to the Consolidated Financial Statements.

Performance Chemicals

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Change (%)

Americas

EMEA

ASPAC

Total

Volume

+24

+10

+26

+17

Acquisition

—

—

—

+7

Price and product mix

-11

-6

-5

-8

Exchange rates

—

+1

+1

—

+13

+5

+22

+16

Higher sales volumes for all our regions were driven by increased demand for our personal care and home care products resulting from higher consumer demand, in particular for lower priced higher volume products. The acquisition of QGP in December 2023 has also delivered increased volumes year over year. All our regions recorded an adverse price and product mix due to lower selling prices, driven by lower raw material costs, together with the greater demand from consumers for lower priced products.

37

Gross margin: the year over year increase of 3.9 percentage points was due to margins returning to a more normalized level when compared to the depressed margins in the prior year. Margins have benefited from raw materials pricing reductions in the current year, combining with the favorable impact arising from our manufacturing efficiency due to the higher production volumes.

Operating expenses: increased $14.4 million year over year due to higher selling expenses, increased amortization for the acquired intangible assets relating to our QGP acquisition, increased spending on research and development and higher performance-related remuneration accruals.

Fuel Specialties

Net sales: the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Change (%)

Americas

EMEA

ASPAC

AvGas

Total

Volume

+8

+5

+4

+13

+7

Price and product mix

-11

-4

-4

+12

-6

Exchange rates

—

+1

—

—

—

-3

+2

—

+25

+1

Sales volumes in all our regions have increased year over year due to increased demand from customers. Price and product mix was adverse in all our regions, with a favorable sales mix being offset by lower pricing resulting from lower raw material costs. AvGas volumes were higher than the prior year due to variations in the demand from customers, together with a favorable price and product mix due to a higher proportion of sales being made to higher margin customers.

Gross margin: the year over year increase of 3.3 percentage points was driven by an improved sales mix from increased sales of higher margin products, together with the easing of raw material and other inflationary pressures, combined with the prior year adverse impact of the Brazil inventory misappropriation and the associated costs of exiting the related trading relationship. Excluding this prior year item, gross margin has increased 1.0 percentage points.

Operating expenses: the year over year increase of $4.9 million was due to higher research and development expenditure and higher performance-related remuneration accruals, being partly offset by lower provisions for doubtful debts.

Oilfield Services

Net sales: have decreased year over year by $200.7 million, or 29 percent, with the majority of our customer activity concentrated in the Americas region. Sales volumes were adversely impacted by significantly lower production chemical activity in 2024 in Latin America. Management expects to see lower sales volumes continuing for production chemicals in the coming quarters, while believing the growth opportunities for our other oilfield markets will drive sequential quarterly improvements.

Gross margin: the year over year decrease of 7.6 percentage points was due to an unfavorable sales mix as Latin America customer demand has weakened.

38

Operating expenses: the year over year decrease of $76.0 million was driven by the lower customer service costs and commissions related to the reduced demand from certain customers, together with lower performance related remuneration accruals.

Other Income Statement Captions

Corporate costs: the year over year decrease of $11.0 million was primarily driven by the $8.4 million recovery of historical costs which the Company incurred relating to our defined benefit pension scheme in the U.K., together with a reduction for acquisition related costs, being partly offset by higher information technology investment and the adverse impact of inflationary increases year over year.

Adjustment to fair value of contingent consideration: the charge in 2024 of $3.4 million (2023 - $0.0 million) relates to the accretion of the contingent consideration relating to the acquisition of QGP. See Note 5 of the Notes to the Consolidated Financial Statements for further information.

Pension scheme settlement charge: the charge in 2024 of $155.6 million (2023 - $0.0 million) relates to the buy-out of our U.K. defined benefit pension scheme. See Note 10 of the Notes to the Consolidated Financial Statements for further information.

Other net income/(expense): for 2024 and 2023, includes the following:

(in millions)

2024

2023

Change

Net pensions credit

$

7.2

$

6.9

$

0.3

Profit attributable to non-controlling interests

(2.4

)

—

(2.4

)

Sundry expense

(0.1

)

—

(0.1

)

Foreign exchange gains/(losses) on translation

(0.4

)

7.6

(8.0

)

Foreign currency forward contracts gains/(losses)

5.3

(4.0

)

9.3

$

9.6

$

10.5

$

(0.9

)

Interest income/(expense), net: in 2024 was $9.3 million of income, compared to $2.3 million of income in 2023. Interest income from our cash balances has increased due to higher central bank interest rates together with the benefit from our increasing cash balances.

Income taxes: The effective tax rate was 13.6% and 20.2% in 2024 and 2023, respectively. The adjusted effective tax rate, as calculated by adjusting income before taxes and by adjusting income taxes for the items set out in the following table, was 26.4% in 2024 compared with 23.0% in 2023. The Company believes this adjusted effective tax rate, a non-GAAP financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this non-GAAP financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.

39

(in millions, except ratios)

2024

2023

Income before income taxes

$

41.2

$

174.4

Adjustment for stock compensation

8.5

8.0

Indemnification asset regarding tax audit

(0.2

)

(0.1

)

Legacy cost of closed operations

4.0

6.1

Adjustment to fair value of contingent consideration

3.4

—

Pension scheme settlement charge

155.6

—

Recovery of historical pension costs

(8.4

)

—

Acquisition costs

—

3.1

Adjusted income before income taxes

$

204.1

$

191.5

Income taxes

$

5.6

$

35.3

Adjustment of income tax provisions

10.1

1.4

Tax on stock compensation

—

0.4

Tax loss / (gain) on distribution

—

0.4

Tax on legacy cost of closed operations

1.0

1.4

Tax on acquisition costs

—

0.7

Tax on pension scheme settlement charge

38.9

—

Tax on recovery of historical pension costs

(2.1

)

—

Other discrete items

0.4

4.5

Adjusted income taxes

$

53.9

$

44.1

GAAP effective tax rate

13.6

%

20.2

%

Adjusted effective tax rate

26.4

%

23.0

%

The adjusted effective tax rate was higher in 2024 than the GAAP effective tax rate, primarily due to the current year recognition of previously unrecognized tax benefits being eliminated in determining the adjusted effective tax rate. This item arose due to the lapse of the statute of limitations associated with the unrecognized tax benefit in the final quarter of 2024.

The adjusted effective tax rate was higher in 2023 than the GAAP effective tax rate, primarily due to the elimination of the impact of other discrete items in determining the adjusted effective tax rate. This mainly represented the benefit arising from adjustments to the tax charge for previous years arising from return to provision adjustments in relation to the federal and state tax returns filed in the U.S. during 2023.

For additional information on items which impact both the GAAP effective tax rate and the adjusted effective tax rate see Note 11 of the Notes to the Consolidated Financial Statements.

40

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

In 2025 our working capital increased by $59.3 million, while our adjusted working capital increased by $33.9 million. The difference between the net movement for current assets and current liabilities and the adjusted working capital measure shown in the table below, is primarily due to the movements for income taxes.

The Company believes that adjusted working capital, a non-GAAP financial measure, provides useful information to investors in evaluating the Company’s underlying performance and identifying operating trends. Management uses this non-GAAP financial measure internally to allocate resources and evaluate the performance of the Company’s operations. Items excluded from the adjusted working capital calculation are listed in the table below and represent factors which do not fluctuate in line with the day to day working capital needs of the business.

(in millions)

2025

2024

Total current assets

$

1,004.6

$

956.6

Total current liabilities

(360.1

)

(371.4

)

Working capital

644.5

585.2

Less cash and cash equivalents

(292.5

)

(289.2

)

Less prepaid income taxes

(13.1

)

(3.1

)

Less other current assets

(7.3

)

(0.6

)

Add back current portion of accrued income taxes

5.3

19.6

Add back current portion of plant closure provisions

4.9

5.0

Add back current portion of acquisition-related contingent consideration

7.0

—

Add back current portion of operating lease liabilities

15.9

13.9

Adjusted working capital

$

364.7

$

330.8

The movements in our adjusted working capital are explained as follows:

We had an $0.6 million increase in trade and other accounts receivable due to the timing of sales across our reporting segments and the mix of customer payment terms. Days’ sales outstanding in our Performance Chemicals segment increased from 61 days to 72 days; remained the same in our Fuel Specialties segment at 57 days; and decreased from 83 days to 64 days in our Oilfield Services segment.

We had a $28.3 million increase in inventories, net of a $5.8 million increase in allowances, as we manage the inventory levels necessary to support future demand, while mitigating the risk of potential supply chain disruption for certain key raw materials. Days’ sales in inventory in our Performance Chemicals segment increased from 63 days to 65 days; increased in our Fuel Specialties segment from 113 days to 133 days; and increased from 76 days to 83 days in our Oilfield Services segment.

Prepaid expenses decreased $0.9 million, from $21.0 million to $20.1 million, primarily due to a reduction in the group's insurance costs.

We had a $5.9 million decrease in accounts payable and accrued liabilities, primarily due to the timing of supplier payments. Creditor days (including goods received not invoiced) increased in our Performance

41

Chemicals segment from 46 days to 50 days; increased in our Fuel Specialties segment from 44 days to 58 days; and decreased from 68 days to 46 days in our Oilfield Services segment.

Operating Cash Flows

We generated cash from operating activities of $138.3 million in 2025 compared to $184.5 million in 2024. The decrease in cash is related to lower earnings in our Performance Chemicals and Oilfield Services segments, together with increased working capital requirements and higher prepaid income taxes.

Cash

As at December 31, 2025 and 2024, we had cash and cash equivalents of $292.5 million and $289.2 million, respectively, of which $145.4 million and $133.9 million, respectively, were held by non-U.S. subsidiaries principally in the U.K..

The $3.3 million increase in cash and cash equivalents in 2025 was driven by the cash inflows from operating activities, being partly offset by higher working capital needs, our continued investments in capital projects including the development of our new ERP platform, payments for income taxes, payments of our semi-annual dividends and the repurchases of our common stock.

Debt

As at December 31, 2025 and 2024, the Company had no borrowings under the revolving credit facility and as a result, the related deferred finance costs of $0.7 million (December 31, 2024 – $1.1 million) are now included within other current and non-current assets at the balance sheet date. During 2025 and 2024, the Company did not draw down or repay any borrowing on its revolving credit facility.

On May 31, 2023, Innospec Inc. and certain subsidiaries of the Company entered into a Multicurrency Revolving Facility Agreement with various lenders, providing for a $250.0 million four-year multicurrency revolving loan facility. The Agreement also contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $125.0 million. The termination date of the facility is May 30, 2027, but the Agreement includes an option for the Company to request an extension of the facility for a further year. The agreement replaced the Company’s credit facility agreement dated September 26, 2019. See Note 12 to the Notes to the Consolidated Financial Statements for additional details.

Effective as of May 20, 2024, the termination date of the Facility was extended from May 30, 2027 to May 31, 2028 in accordance with the terms of the Company’s multicurrency revolving facility agreement (the “Facility Agreement”). No other terms of the Facility Agreement or the Facility were modified. The Company paid a customary extension fee in connection with the extension of the Facility as contemplated by the Facility Agreement. As a consequence, the Company has capitalized a further $0.3 million of costs relating to the new Agreement which are to be amortized over the period to May 31, 2028.

The revolving credit facility contains terms which, if breached, would result in it becoming repayable on demand. It requires, among other matters, compliance with the following financial covenant ratios measured on a quarterly basis: (1) our ratio of net debt to EBITDA must not be greater than 3.5:1.0 and (2) our ratio of EBITDA to net interest must not be less than 4.0:1.0. Management has determined that the Company has not breached these covenants and does not expect to breach these covenants for the next 12 months.

42

The revolving credit facility contains restrictions which may limit our activities as well as operational and financial flexibility. We may not be able to borrow if an event of default is outstanding, which includes a material adverse change to our assets, operations or financial condition. The credit facility contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guarantee obligations of third parties, make investments, effect a merger or consolidation, dispose of assets, or materially change our line of business.

At December 31, 2025, the Company had no obligations under finance leases.

Contractual Commitments

The following represents contractual commitments and the estimated additional cost to complete work in progress at December 31, 2025 and their effect on future cash flows:

(in millions)

Total

2026

2027-28

2029-30

Thereafter

Operating activities

Operating lease liabilities

52.7

15.9

16.5

9.3

11.0

Operating lease future commitments

0.7

0.1

0.2

0.2

0.2

Interest payments on debt facility

2.7

1.1

1.6

Investing activities

Capital commitments

55.0

46.9

8.1

Internally developed software

4.2

4.2

Total

$

115.3

$

68.2

$

26.4

$

9.5

$

11.2

Operating activities

Operating lease commitments relate primarily to right-of-use assets at third-party manufacturing facilities, office space, motor vehicles and various items of computer and office equipment which are expected to be renewed and replaced in the normal course of business.

The interest payments on debt are the commitment fees for our $250.0 million revolving credit facility. Any interest income has been excluded.

Investing activities

Capital commitments relate to certain capital projects that the Company has committed to undertake.

Internally developed software relates to the planned completion costs for the implementation of our new Enterprise Resource Planning system for the Americas, including the acquisition costs for the software as well as the external and internal costs of the development.

Outlook

Entering 2026, our focus is unchanged. We will continue to deliver exceptional innovation, value and service to our global customers across all our end-markets. We will also continue to prioritize margin and operating income improvement in Performance Chemicals and Oilfield Services. In both segments, we expect these actions to drive growth in 2026. In addition, we expect Fuel Specialties to continue to deliver consistent results.

43

With a net cash position at over $292.5 million, we continue to have significant balance sheet flexibility for M&A, dividend growth, organic investment and buybacks in 2026.

Environmental Matters and Plant Closures

Under certain environmental laws the Company is responsible for the environmental remediation of hazardous substances or wastes at currently or formerly owned or operated properties.

As most of our manufacturing operations have been conducted outside the U.S., we expect that liability pertaining to the investigation and environmental remediation of contaminated properties is likely to be determined under non-U.S. law.

We evaluate costs for asset retirement obligations, decontamination and demolition projects on a regular basis. Full provision is made for those costs amounting to $65.1 million at December 31, 2025. See Note 13 of the Notes to the Consolidated Financial Statements for further details. Expenditure utilizing these provisions was $5.8 million, $3.8 million and $4.9 million in the years 2025, 2024 and 2023, respectively.

44