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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-13879

INNOSPEC INC.

(Exact name of registrant as specified in its charter)


	DELAWARE		98-0181725
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	8310 South Valley Highway Suite 350 Englewood

	Colorado		80112
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 792 5554

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

     Title of each class

     Trading 
Symbol(s)

     Name of each exchange
on which registered

     Common stock, par value $0.01 per share

     IOSP

     NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


	Class		Outstanding as of October 31, 2025
	Common Stock, par value $0.01		24,777,582

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	2
Item 1	Condensed Consolidated Financial Statements	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Equity	6
	Notes To The Unaudited Interim Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine months ended September 30, 2025	20
	Critical Accounting Estimates	20
	Results of Operations	20
	Liquidity and Financial Condition	29
Item 3	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4	Controls and Procedures	32
PART II	OTHER INFORMATION	33
Item 1	Legal Proceedings	33
Item 1A	Risk Factors	33
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3	Defaults Upon Senior Securities	34
Item 4	Mine Safety Disclosures	34
Item 5	Other Information	34
Item 6	Exhibits	35
SIGNATURES		36

CAUTIONARY STATEMENT RELATIVE TO FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “could,” “believes,” “feels,” “plans,” “intends,” “outlook” or similar words or expressions, for example) which relate to earnings, growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, and our actual performance or results may differ materially from these forward-looking statements. Additional information regarding risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the U.S. Securities and Exchange Commission ("SEC"). You are urged to review our discussion of risks and uncertainties that could cause actual results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I FINANCIAL INFORMATION

Item 1 Condensed Consolidated Financial Statements

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except share and per share data)	2025			2024			2025			2024
Net sales	$	441.9		$	443.4		$	1,322.4		$	1,378.6
Cost of goods sold		(325.2	)		(319.3	)		(957.4	)		(971.9	)
Gross profit		116.7			124.1			365.0			406.7
Operating expenses:
Selling, general and administrative		(71.9	)		(64.3	)		(215.8	)		(226.4	)
Research and development		(13.7	)		(13.6	)		(40.0	)		(41.6	)
Adjustment to fair value of contingent consideration		17.7			(0.7	)		16.2			(2.1	)
Restructuring charge		(0.9	)		—			(0.9	)		—
Impairment of property, plant and equipment		(22.9	)		—			(22.9	)		—
Impairment of intangible assets		(19.1	)		—			(19.1	)		—
Profit on disposal of property, plant and equipment		—			0.1			0.2			0.2
Total operating expenses		(110.8	)		(78.5	)		(282.3	)		(269.9	)
Operating income		5.9			45.6			82.7			136.8
Other income/(expense), net		3.4			(3.5	)		(2.2	)		0.1
Interest income, net		2.2			2.7			7.3			6.9
Income before income tax expense		11.5			44.8			87.8			143.8
Income tax expense		1.4			(11.4	)		(18.6	)		(37.8	)
Net income	$	12.9		$	33.4		$	69.2		$	106.0
Earnings per share:
Basic	$	0.52		$	1.34		$	2.78		$	4.25
Diluted	$	0.52		$	1.33		$	2.76		$	4.22
Weighted average shares outstanding (in thousands):
Basic		24,834			24,941			24,914			24,926
Diluted		24,909			25,101			25,045			25,103

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2025			2024			2025		2024
Net income	$	12.9		$	33.4		$	69.2		106.0
Other comprehensive income/(loss):
Changes in cumulative translation adjustment		(1.3	)		14.4			54.5		0.4
Amortization of prior service cost		—			0.1			—		0.4
Amortization of actuarial net gains		—			(0.1	)		—		(0.2	)
Other comprehensive income/(loss), before tax		(1.3	)		14.4			54.5		0.6
Tax related to cumulative translation adjustment		(0.3	)		0.9			1.5		2.3
Tax related to other movements		—			—			—		(0.1	)
Income tax income/(expense) related to other comprehensive income		(0.3	)		0.9			1.5		2.2
Total comprehensive income	$	11.3		$	48.7		$	125.2	$	108.8

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions, except share and per share data)	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	270.8	$	289.2
Trade and other accounts receivable (less allowances of $9.8 million and $11.9 million respectively)		349.5		341.7
Inventories (less allowances of $39.4 million and $34.6 million respectively):
Finished goods		236.3		197.9
Raw materials		108.9		103.1
Total inventories		345.2		301.0
Prepaid expenses		8.7		21.0
Prepaid income taxes		10.5		3.1
Other current assets		4.1		0.6
Total current assets		988.8		956.6
Net property, plant and equipment		278.6		269.7
Operating lease right-of-use assets		49.0		44.8
Goodwill		399.8		382.5
Other intangible assets		63.3		65.4
Deferred tax assets		8.9		9.4
Pension asset		—		2.4
Other non-current assets		11.0		3.9
Total assets	$	1,799.4	$	1,734.7


Liabilities and Equity
Current liabilities:
Accounts payable	$	162.2		$	163.8
Accrued liabilities		167.3			169.1
Current portion of operating lease liabilities		16.0			13.9
Current portion of plant closure provisions		5.0			5.0
Accrued income taxes		5.6			19.6
Total current liabilities		356.1			371.4
Operating lease liabilities, net of current portion		33.0			31.0
Plant closure provisions, net of current portion		63.2			55.3
Deferred tax liabilities		14.1			23.5
Pension liabilities and post-employment benefits		13.8			13.1
Acquisition-related contingent consideration		8.2			20.1
Other non-current liabilities		8.1			4.2
Total liabilities		496.5			518.6
Equity:
Common stock, $0.01 par value, authorized 40,000,000 shares, issued 29,554,500 shares		0.3			0.3
Additional paid-in capital		373.6			369.9
Treasury stock (4,776,918 and 4,594,943 shares at cost, respectively)		(115.3	)		(93.0	)
Retained earnings		1,073.4			1,025.0
Accumulated other comprehensive loss		(35.0	)		(91.0	)
Total Innospec stockholders’ equity		1,297.0			1,211.2
Non-controlling interest		5.9			4.9
Total equity		1,302.9			1,216.1
Total liabilities and equity	$	1,799.4		$	1,734.7

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
(in millions)	2025			2024
Cash Flows from Operating Activities
Net income	$	69.2		$	106.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		34.2			32.6
Adjustment to fair value of contingent consideration		(14.9	)		2.1
Impairment of property, plant and equipment		22.9			—
Impairment of intangible assets		19.1			—
Deferred taxes		(10.6	)		0.6
Profit on disposal of property, plant and equipment		(0.2	)		(0.2	)
Non-cash movements on defined benefit pension plans		2.6			(2.5	)
Stock option compensation		5.0			6.4
Changes in assets and liabilities, net of effects of acquired and divested companies:
Trade and other accounts receivable		14.7			33.5
Inventories		(22.2	)		(17.6	)
Prepaid expenses		13.2			9.6
Accounts payable and accrued liabilities		(30.1	)		(13.6	)
Plant closure provisions		1.1			—
Income taxes		(19.9	)		1.5
Unrecognized tax benefits		—			(3.8	)
Other assets and liabilities		(7.2	)		4.2
Net cash provided by operating activities		76.9			158.8
Cash Flows from Investing Activities
Capital expenditures		(35.7	)		(29.3	)
Internally developed software		(18.6	)		(12.2	)
Business combinations, net of cash acquired		(2.0	)		(0.2	)
Proceeds on disposal of property, plant and equipment		0.4			0.3
Net cash used in investing activities		(55.9	)		(41.4	)
Cash Flows from Financing Activities
Non-controlling interest		1.0			1.7
Refinancing costs		—			(0.3	)
Dividend paid		(20.8	)		(19.0	)
Issue of treasury stock		0.4			0.8
Repurchase of common stock		(23.9	)		(0.7	)
Net cash used in financing activities		(43.3	)		(17.5	)
Effect of foreign currency exchange rate changes on cash		3.9			0.2
Net change in cash and cash equivalents		(18.4	)		100.1
Cash and cash equivalents at beginning of period		289.2			203.7
Cash and cash equivalents at end of period	$	270.8		$	303.8

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


(in millions)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity
Balance at December 31, 2024	$	0.3	$	369.9		$	(93.0	)	$	1,025.0		$	(91.0	)	$	4.9	$	1,216.1
Net income										69.2								69.2
'Dividend paid ($0.84 per share)										(20.8	)							(20.8	)
Changes in cumulative translation adjustment, net of tax													56.0					56.0
Share of net income																1.0		1.0
Treasury stock reissued				(1.3	)		1.6											0.3
Treasury stock repurchased							(23.9	)										(23.9	)
Stock option compensation				5.0														5.0
Balance at September 30, 2025	$	0.3	$	373.6		$	(115.3	)	$	1,073.4		$	(35.0	)	$	5.9	$	1,302.9


(in millions)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity
Balance at December 31, 2023	$	0.3	$	361.0		$	(94.3	)	$	1,028.2		$	(148.1	)	$	2.5	$	1,149.6
Net income										106.0								106.0
Dividend paid ($0.76 per share)										(19.0	)							(19.0	)
Changes in cumulative translation adjustment, net of tax													2.7					2.7
Share of net income																1.7		1.7
Treasury stock reissued				(0.8	)		1.6											0.8
Treasury stock repurchased							(0.7	)										(0.7	)
Stock option compensation				6.4														6.4
Amortization of prior service cost, net of tax													0.3					0.3
Amortization of actuarial net losses, net of tax													(0.2	)				(0.2	)
Balance at September 30, 2024	$	0.3	$	366.6		$	(93.4	)	$	1,115.2		$	(145.3	)	$	4.2	$	1,247.6

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


(in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- Controlling Interest			Total Equity
Balance at June 30, 2025	$	0.3	$	372.7	$	(104.7	)	$	1,060.5	$	(33.4	)	$	6.1		$	1,301.5
Net income									12.9								12.9
Changes in cumulative translation adjustment, net of tax											(1.6	)					(1.6	)
Share of net income														(0.2	)		(0.2	)
Treasury stock repurchased						(10.6	)										(10.6	)
Stock option compensation				0.9													0.9
Balance at September 30, 2025	$	0.3	$	373.6	$	(115.3	)	$	1,073.4	$	(35.0	)	$	5.9		$	1,302.9


(in millions)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity
Balance at June 30, 2024	$	0.3	$	364.5		$	(93.4	)	$	1,081.8	$	(160.6	)	$	3.3	$	1,195.9
Net income										33.4							33.4
Changes in cumulative translation adjustment, net of tax												15.3					15.3
Share of net income														0.9			0.9
Treasury stock reissued				(0.1	)												(0.1	)
Stock option compensation				2.2													2.2
Balance at September 30, 2024	$	0.3	$	366.6		$	(93.4	)	$	1,115.2	$	(145.3	)	$	4.2	$	1,247.6

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

INNOSPEC INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations and cash flows.

During the year to date, the Company has reclassified prior period amounts to conform to the 2025 presentation. The reclassification had no impact on previously reported total net revenue, operating income or net income. For the nine months ended September 30, 2025, this has resulted in $5.7 million (nine months ended September 30, 2024 $6.5 million) of costs that were previously disclosed within selling, general and administrative expenses, being moved to research and development expenses.

It is our opinion, however, that all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) have been made which are necessary for a fair statement of the condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025 (the “2024 Form 10-K”).

The results for the interim period covered by this report are not necessarily indicative of the results to be expected for the full year.

When we use the terms “Innospec,” “the Corporation,” “the Company,” “Registrant,” “the Group,” “we,” “us” and “our,” we are referring to Innospec Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

NOTE 2 – SEGMENT REPORTING

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

The Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer (the Principal Executive Officer) and is a Director of Innospec Inc.. The CODM evaluates the performance of the Company’s segments and makes strategic decisions relating to the Company's allocation of resources, based on the segments' gross profit and operating income.

The following table analyzes sales and other financial information by the Company’s reportable segments:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2025			2024			2025			2024
Net Sales:
Personal Care	$	103.9		$	98.6		$	309.4		$	291.1
Home Care		27.9			26.5			80.2			77.2
Other		39.0			38.5			123.4			116.2
Performance Chemicals		170.8			163.6			513.0			484.5
Refinery and Performance		120.2			120.9			362.4			375.1
Other		51.8			44.9			145.0			134.2
Fuel Specialties		172.0			165.8			507.4			509.3
Oilfield Services		99.1			114.0			302.0			384.8
	$	441.9		$	443.4		$	1,322.4		$	1,378.6
Gross profit:
Performance Chemicals	$	25.8		$	36.1		$	91.6		$	110.0
Fuel Specialties		61.2			55.7			184.9			173.9
Oilfield Services		29.7			32.3			88.5			122.8
Total gross profit	$	116.7		$	124.1		$	365.0		$	406.7
Operating income/(loss):
Performance Chemicals	$	9.2		$	20.0		$	43.3		$	62.3
Fuel Specialties		35.3			30.9			107.6			94.7
Oilfield Services		4.8			7.1			15.1			31.3
Corporate costs		(18.2	)		(11.8	)		(56.8	)		(49.6	)
Adjustment to fair value of contingent consideration		17.7			(0.7	)		16.2			(2.1	)
Restructuring charge		(0.9	)		—			(0.9	)		—
Impairment of property, plant and equipment		(22.9	)		—			(22.9	)		—
Impairment of intangible assets		(19.1	)		—			(19.1	)		—
Profit on disposal of property, plant and equipment		—			0.1			0.2			0.2
Total operating income	$	5.9		$	45.6		$	82.7		$	136.8

The difference between net sales and gross profit is defined as cost of goods sold. The difference between segmental gross profit and operating income/(expense) is split between selling, general and administrative expenses and research and development expenses.

The following table analyzes cost of goods sold by the Company’s reportable segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Performance Chemicals	$	145.0	$	127.5	$	421.4	$	374.5
Fuel Specialties		110.8		110.1		322.5		335.4
Oilfield Services		69.4		81.7		213.5		262.0
Total cost of goods sold	$	325.2	$	319.3	$	957.4	$	971.9

The following table analyzes selling, general and administrative expenses and research and development expenses by the Company’s reportable segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Performance Chemicals	$	16.6	$	16.1	$	48.3	$	47.7
Fuel Specialties		25.9		24.8		77.3		79.2
Oilfield Services		24.9		25.2		73.4		91.5
Corporate		18.2		11.8		56.8		49.6
Total selling, general and administrative expenses and research and development expenses	$	85.6	$	77.9	$	255.8	$	268.0

NOTE 3 – EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period under the treasury stock method. Per share amounts are computed as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator (in millions):
Net income available to common stockholders	$	12.9	$	33.4	$	69.2	$	106.0
Denominator (in thousands):
Weighted average common shares outstanding		24,834		24,941		24,914		24,926
Dilutive effect of stock options and awards		75		160		131		177
Denominator for diluted earnings per share		24,909		25,101		25,045		25,103
Net income per share, basic:	$	0.52	$	1.34	$	2.78	$	4.25
Net income per share, diluted:	$	0.52	$	1.33	$	2.76	$	4.22

In the three and nine months ended September 30, 2025, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 57,824 and 23,875 (three and nine months ended September 30, 2024– 10,436 and 10,436).

NOTE 4 – GOODWILL

The following table summarizes the goodwill movements in the year:


(in millions)	2025
Opening balance at January 1	$	382.5
Additions - Oilfield Services		2.0
Exchange effects
Performance Chemicals		15.1
Fuel Specialties		0.2
Closing balance at September 30	$	399.8

On July 31, 2025 the Company completed the acquisition of the trade and net assets of Biotechnology Solutions LLC. Biotechnology Solutions LLC is a manufacturer and supplier of biology-based solutions for completion, production and stimulation within Oilfield Services and is based in Oklahoma, USA. The trade and net assets and goodwill has been consolidated into our Oilfield Services business segment. The consideration includes a deferred portion, contingent on future results. The fair value of the consideration is immaterial and has initially resulted in recognition of goodwill of $2.0 million. The goodwill recognized is expected to be deductible for income tax purposes. We have completed our alignment of accounting policies and fair value review on the other net assets acquired.

NOTE 5 – OTHER INTANGIBLE ASSETS

The following table analyzes other intangible assets movements in the year:


(in millions)	2025
Gross cost at January 1	$	331.8
Additions		17.0
Exchange effect		17.8
Gross cost at September 30		366.6
Accumulated amortization at January 1		(266.4	)
Amortization expense		(9.3	)
Impairment		(19.1	)
Exchange effect		(8.5	)
Accumulated amortization at September 30		(303.3	)
Net book amount at September 30	$	63.3

The amortization expense for the nine months ended September 30, 2025 was $9.3 million (nine months ended September 30, 2024 – $9.6 million).

In 2025, we have capitalized $17.0 million in relation to the development of our internal-use software for a new Enterprise Resource Planning (“ERP”) system across all our regions. The project is ongoing and is currently expected to be completed in 2026. The expenses capitalized include the acquisition costs for the software as well as the external consultancy costs and the internal employee costs relating to software development.

During the quarter ended September 30, 2025, the Company impaired the intangible assets arising from the acquisition of Química Geral S.A (“QGP”), within its Performance Chemicals segment, and Independence Oilfield Chemicals LLC and Bachman Services LLC., within its Oilfield Services segment. The impaired assets totaled $19.1 million and relate to product technology and customer relationships, which are no longer expected to generate sufficient discounted cash flows to support the valuations due to an expected lack of near-term recovery in QGP, our Mexican oilfield production business and our US stimulation business.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

During the quarter ended September 30, 2025, the Company impaired property, plant and equipment assets within its Oilfield Services segment. The impaired assets totaled $22.9 million and relate largely to plant and equipment, which are no longer expected to generate sufficient discounted cash flows to support the valuations due to an expected lack of near-term recovery in our Mexican oilfield production business and our US stimulation business.

NOTE 7 – PENSION AND POST EMPLOYMENT BENEFITS

The Company previously maintained a defined benefit pension plan covering certain current and former employees in the United Kingdom (the “UK Plan”).

The UK Plan was bought out in the fourth quarter of 2024, therefore the company is no longer responsible for the future obligation for retirement benefits due to current and former employees. As at September 30, 2025, there is no remaining asset on the balance sheet (December 31, 2024 $2.4 million). Following the UK Plan buy-out, the Company is no longer required to make future cash contributions to the UK Plan. On July 29, 2025, the UK Plan was fully wound up.

The Company also maintains an unfunded defined benefit pension plan covering certain current and former

employees in Germany (the “German plan”). The German plan is closed to new entrants and has no assets. As at September 30, 2025, we have recorded a liability of $9.9 million (December 31, 2024 $9.0 million).

The net periodic benefit of these plans is shown in the following table:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2025			2024			2025			2024
Service credit/(cost)	$	—		$	7.6		$	(2.4	)	$	5.9
Interest cost on projected benefit obligation		(0.1	)		(4.8	)		(0.2	)		(14.1	)
Expected return on plan assets		—			6.5			—			19.3
Amortization of prior service cost		—			(0.1	)		—			(0.4	)
Amortization of actuarial net gains		—			0.1			—			0.2
Net periodic benefit/(cost)	$	(0.1	)	$	9.3		$	(2.6	)	$	10.9

The service cost has been recognized in selling, general and administrative expenses. All other items have been recognized within other income and expense. The amortization of prior service cost and actuarial net gains are a reclassification out of accumulated other comprehensive loss into other income and expense.

In addition, we have obligations for post-employment benefits in some of our other European businesses. As at September 30, 2025, we have recorded a liability of $3.8 million (December 31, 2024 $4.2 million).

NOTE 8 – INCOME TAXES

As of January 1, 2025, the Company had no unrecognized tax benefits, and there has been no change in unrecognized tax benefits during the nine months ended September 30, 2025. Accordingly, there was no accrual for uncertain tax positions as of September 30, 2025, and the Company recorded no associated interest or penalties. The Company does not expect any significant changes to this position over the next twelve months.

During the quarter ended September 30, 2025, the Company impaired property, plant and equipment assets within its Oilfield Services segment (see Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information) and impaired the intangible assets arising from the acquisition of QGP, within its Performance Chemicals segment, and Independence Oilfield Chemicals LLC and Bachman Services LLC., within its Oilfield Services segment (see Note 5 of the Notes to the Condensed Consolidated Financial Statements for additional information). The tax effect of the $22.9 million impairment of property, plant and equipment assets was $4.8 million, and the tax effect of the $19.1 million impairment of intangible assets was $5.1 million, both reflecting a reduction in the Company’s deferred tax liabilities.

The credit in the current year of $17.7 million relating to an adjustment to the fair value of contingent consideration associated with the acquisition of QGP within our Performance Chemicals segment has no impact on the Company’s current or future tax liabilities.

As of September 30, 2025, the Company and its U.S. subsidiaries remain open to examination by the IRS for years 2021 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Brazil (2020 onwards), Germany (2020 onwards), and the U.K. (2023 onwards).

NOTE 9 – LONG-TERM DEBT

As at September 30, 2025, and December 31, 2024, the Company had not drawn down on its revolving credit facility. During the first nine months of 2025 and 2024, the Company did not draw down or repay any borrowing on its revolving credit facility.

The Company continues to have available a $250.0 million multicurrency revolving credit facility until May 30, 2028.

NOTE 10 – PLANT CLOSURE PROVISIONS

The Company has continuing plans to remediate manufacturing facilities at sites around the world as and when those operations are expected to cease, or we are required to decommission the sites according to local laws and regulations. The liability for estimated plant closure costs includes costs for environmental remediation liabilities and asset retirement obligations.

The principal site giving rise to asset retirement obligations is the manufacturing site at Ellesmere Port in the U.K.. There are also asset retirement obligations and environmental remediation liabilities in respect of other manufacturing sites.

Movements in the provisions are summarized as follows:


(in millions)	2025
Total at January 1	$	60.3
Charge for the period		5.0
Utilized in the period		(3.9	)
Exchange effect		6.8
Total at September 30		68.2
Due within one year		(5.0	)
Due after one year	$	63.2

The charge for the nine months ended September 30, 2025, was $5.0 million (nine months ended September 30, 2024 $2.6 million). The current year charge represents the accounting accretion and a $2.3 million increase to the provisions for legacy operations in the United States. Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date.

NOTE 11 – FAIR VALUE MEASUREMENTS

The following table presents the carrying amount and fair values of the Company’s financial assets and liabilities measured on a recurring basis:


	September 30, 2025				December 31, 2024
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Derivatives (Level 1 measurement):
Other current and non-current assets:
Emissions Trading Scheme credits		2.6		2.6		3.9		3.9
Foreign currency forward exchange contracts		4.1		4.1		1.5		1.5
Liabilities
Non-financial liabilities (Level 3 measurement):
Acquisition-related contingent consideration		8.2		8.2		20.1		20.1

The following methods and assumptions were used to estimate the fair values:

Emissions Trading Scheme credits: The fair value is determined by the open market pricing at the end of the reporting period.

Foreign currency forward exchange contracts: The fair value of derivatives relating to foreign currency forward exchange contracts are derived from current settlement prices and comparable contracts using current assumptions. Foreign currency forward exchange contracts primarily relate to contracts entered into to hedge future known transactions or hedge balance sheet net cash positions. The movements in the carrying amounts and fair values of these contracts are largely due to changes in exchange rates against the U.S. dollar.

Acquisition-related contingent consideration: Contingent consideration payable in cash is discounted to its fair value at each balance sheet date. Where contingent consideration is dependent upon pre-determined financial targets, an estimate of the fair value of the likely consideration payable is made at each balance sheet date. The contingent consideration payable has been calculated based on the latest forecast. The movement in the current year relates to an $18.5 million reduction in the fair value of the expected payable relating to the acquisition of QGP, partially offset by an accretion charge of $2.3 million, the impact of foreign exchange of $3.0 million and a $1.3 million increase relating to the acquisition of the trade and net assets of Biotechnology Solutions LLC which has not been discounted to its fair value on the basis of materiality (see Note 4 of the Notes to the Condensed Consolidated Financial Statements for additional information).

NOTE 12 – DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

The Company enters into various foreign currency forward exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at September 30, 2025, the contracts have maturity dates of up to two years at the date of inception. These foreign currency forward exchange contracts have not been designated as hedging instruments, and their impact on the income statement for the nine months ended September 30, 2025 was a loss of $3.6 million (nine months ended September 30, 2024 a loss of $1.1 million). The gain or loss has been recorded in other income or expense.

NOTE 13 – CONTINGENCIES

Legal matters

We are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, and employee and product liability claims.

As reported in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K"), we have incurred financial losses and lodged a civil and criminal legal claim related to a misappropriation of inventory in Brazil. At the time of filing, there have been no significant developments to report in relation to the claims being made. Consistent with prior quarters, a corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter.

In addition, unrelated to the Brazil matter, in the unlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the aggregate have a material adverse effect on the results of operations for a particular year or quarter.

Guarantees

The Company and certain of the Company’s consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in the form of guarantees of debt and performance under contracts entered into as a normal business practice. This includes guarantees of non-U.S. excise taxes and customs duties. As at September 30, 2025, such guarantees, which are not recognized as liabilities in the condensed consolidated financial statements, amounted to $8.3 million (December 31, 2024 $6.8 million). The remaining terms of the fixed maturity guarantees are up to 7 years, with some further guarantees having no fixed expiry date.

Under the terms of the guarantee arrangements, generally the Company would be required to perform the obligations should the affiliated company fail to fulfill its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties’ assets.

The Company and its affiliates have numerous long-term sales and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company.

NOTE 14 – STOCK-BASED COMPENSATION PLANS

The following table summarizes the transactions of the Company’s share-based compensation for 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Stock options	$	0.9	$	2.2	$	5.0	$	6.4
Stock equivalent units		0.7		0.7		1.2		4.8
Total	$	1.6	$	2.9	$	6.2	$	11.2

The following table summarizes the transactions of the Company’s share-based compensation plans for the nine months ended September 30, 2025.


	Number of shares			Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2024		574,671		$	86.2
Granted		166,037		$	107.1
Vested		(170,641	)	$	88.5
Forfeited		(56,492	)	$	42.8
Nonvested at September 30, 2025		513,575		$	97.0

For the awards granted with market conditions, a Monte Carlo model has been used to calculate the grant-date fair value. For all other awards granted, a fair market value methodology has been used to calculate the grant-date fair value.

The awards granted with market conditions include a performance measure for Innospec's total shareholder return as compared to a peer group of companies. This measure can result in a maximum 130% vesting for the number of stock options granted. The maximum potential vesting has been reflected in the grant-date fair value calculation, but not reflected for the number of awards granted, as shown in the table above. All other awards granted in the quarter have similar vesting conditions to those granted in the previous periods.

As of September 30, 2025, there was $20.6 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.9 years.

NOTE 15 – RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Reclassifications out of accumulated other comprehensive loss (“AOCL”) for the nine months ended September 30, 2025 were:


(in millions) Details about AOCL Components	Amount Reclassified from AOCL		Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	—	See (1) below
Amortization of actuarial net gains		—	See (1) below
		—	Total before tax
		—	Income tax expense
Total reclassifications	$	—	Net of tax

(1)

These items are included in other income and expense. See Note 7 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Changes in AOCL for the nine months ended September 30, 2025, net of tax, were:


(in millions)	Defined Benefit Pension Plan Items		Cumulative Translation Adjustments			Total
Balance at December 31, 2024	$	—	$	(91.0	)	$	(91.0	)
Other comprehensive income/(loss) before reclassifications		—		56.0			56.0
Amounts reclassified from AOCL		—		—			—
Total other comprehensive income/(loss)		—		56.0			56.0
Balance at September 30, 2025	$	—	$	(35.0	)	$	(35.0	)

Reclassifications out of AOCL for the nine months ended September 30, 2024 were:


(in millions) Details about AOCL Components	Amount Reclassified from AOCL			Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	0.4		See (1) below
Amortization of actuarial net gains		(0.2	)	See (1) below
		0.2		Total before tax
		(0.1	)	Income tax expense
Total reclassifications	$	0.1		Net of tax

(1)

These items are included in other income and expense. See Note 7 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Changes in AOCL for the nine months ended September 30, 2024, net of tax, were:


(in millions)	Defined Benefit Pension Plan Items			Cumulative Translation Adjustments			Total
Balance at December 31, 2023	$	(77.2	)	$	(70.9	)	$	(148.1	)
Other comprehensive income/(loss) before reclassifications		—			2.7			2.7
Amounts reclassified from AOCL		0.1			—			0.1
Total other comprehensive income/(loss)		0.1			2.7			2.8
Balance at September 30, 2024	$	(77.1	)	$	(68.2	)	$	(145.3	)

NOTE 16 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This guidance is intended to better align the accounting with how software is developed, for example determining when to begin capitalizing internal-use software costs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. They can be applied prospectively, retrospectively or via a modified transition approach where project costs have been capitalized before the date of adoption. Early adoption is permitted as of the beginning of an annual reporting period. The adoption of this

ASU is not expected to have a material impact on the Company’s consolidated financial statements or accounting policies.

NOTE 17 – RELATED PARTY TRANSACTIONS

Mr. Patrick S. Williams has been an executive director of the Company since April 2009 and has been a non-executive director of AdvanSix Inc. ("AdvanSix"), a chemicals manufacturer, since February 2020. In the nine months ended September 30, 2025, the Company did not purchase any product from AdvanSix (nine months ended September 30, 2024 – nil). As at September 30, 2025, the Company owed nil to AdvanSix (December 31, 2024 nil).

Mr. Robert I. Paller was a non-executive director of the Company since November 1, 2009 until May 10, 2024, when he did not stand for re-election to the board. The Company has engaged the services of Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller held a position. In the nine months ended September 30, 2024, the Company incurred fees from SGR of $0.2 million.

Mr. David F. Landless has been a non-executive director of the Company since January 1, 2016 and is a non-executive director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”) which from time to time purchases scrap metal from the Company. The Company has sold less than $0.1 million of scrap metal to EMR in the nine months ended September 30, 2025 (nine months ended September 30, 2024 less than $0.1 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at September 30, 2025, EMR owed nil for scrap metal purchased from the Company (December 31, 2024 nil).

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2025

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, income taxes and goodwill. These policies have been discussed in the Company’s 2024 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 September 30,						Nine Months Ended September 30,
(in millions)	2025			2024			2025			2024
Net sales:
Performance Chemicals	$	170.8		$	163.6		$	513.0		$	484.5
Fuel Specialties		172.0			165.8			507.4			509.3
Oilfield Services		99.1			114.0			302.0			384.8
	$	441.9		$	443.4		$	1,322.4		$	1,378.6
Gross profit:
Performance Chemicals	$	25.8		$	36.1		$	91.6		$	110.0
Fuel Specialties		61.2			55.7			184.9			173.9
Oilfield Services		29.7			32.3			88.5			122.8
	$	116.7		$	124.1		$	365.0		$	406.7
Operating income/(loss):
Performance Chemicals	$	9.2		$	20.0		$	43.3		$	62.3
Fuel Specialties		35.3			30.9			107.6			94.7
Oilfield Services		4.8			7.1			15.1			31.3
Corporate costs		(18.2	)		(11.8	)		(56.8	)		(49.6	)
Adjustment to fair value of contingent consideration		17.7			(0.7	)		16.2			(2.1	)
Restructuring charge		(0.9	)		—			(0.9	)		—
Impairment of property, plant and equipment		(22.9	)		—			(22.9	)		—
Impairment of intangible assets		(19.1	)		—			(19.1	)		—
Profit on disposal of property, plant and equipment		—			0.1			0.2			0.2
Total operating income	$	5.9		$	45.6		$	82.7		$	136.8

Three Months Ended September 30, 2025

The following table shows the changes in sales, gross profit and operating expenses by reporting segment for the three months ended September 30, 2025, and the three months ended September 30, 2024:


	Three Months Ended September 30,
(in millions, except ratios)	2025			2024			Change
Net sales:
Performance Chemicals	$	170.8		$	163.6		$	7.2		+4%
Fuel Specialties		172.0			165.8			6.2		+4%
Oilfield Services		99.1			114.0			(14.9	)	-13%
	$	441.9		$	443.4		$	(1.5	)	-0%
Gross profit:
Performance Chemicals	$	25.8		$	36.1		$	(10.3	)	-29%
Fuel Specialties		61.2			55.7			5.5		+10%
Oilfield Services		29.7			32.3			(2.6	)	-8%
	$	116.7		$	124.1		$	(7.4	)	-6%
Gross margin (%):
Performance Chemicals		15.1			22.1			-7.0
Fuel Specialties		35.6			33.6			+2.0
Oilfield Services		30.0			28.3			+1.7
Aggregate		26.4			28.0			-1.6
Operating expenses:
Performance Chemicals	$	(16.6	)	$	(16.1	)	$	(0.5	)	+3%
Fuel Specialties		(25.9	)		(24.8	)		(1.1	)	+4%
Oilfield Services		(24.9	)		(25.2	)		0.3		-1%
Corporate costs		(18.2	)		(11.8	)		(6.4	)	+54%
Adjustment to fair value of contingent consideration		17.7			(0.7	)		18.4		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		—			0.1			(0.1	)	n/a
	$	(110.8	)	$	(78.5	)	$	(32.3	)	+41%

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 September 30, 2025

     Change (%)

     Americas

     EMEA

     ASPAC

     Total

Volume

-1

-3

+2

-2

Price and product mix

-1

+7

-8

+3

Exchange rates

—

+7

+2

+3

-2

+11

-4

+4

Volumes for the Americas were down slightly as demand for our personal care products stabilized following a period of growth, combined with an adverse price and product mix due mostly to pricing erosion. The volume decline in EMEA was offset by a favorable price and product mix, primarily driven by higher demand for higher priced personal care products. ASPAC volumes were higher driven by increased demand for our personal care products, partly offset by an adverse price and product mix due to higher demand for lower priced products. EMEA and ASPAC benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year decrease of 7.0 percentage points was primarily due to pricing erosion, higher demand for our lower priced products that contribute lower gross margins and the impact of some tariffs not passed on to customers.

Operating expenses: increase by $0.5 million year over year due to higher provisions for doubtful debts together with higher research and development expenses, being partly offset by lower provisions for 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:

      
     Three Months Ended September 30, 2025

     Change (%)

     Americas

     EMEA

     ASPAC

     AvGas

     Total

Volume

-8

-3

-39

+48

-7

Price and product mix

—

+14

+21

-18

+7

Exchange rates

—

+8

+1

—

+4

-8

+19

-17

+30

+4

Sales volumes in all our regions decreased year over year due to decreased demand from customers. EMEA and ASPAC benefited from 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 partly 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 2.0 percentage points was driven by an improved sales mix from increased sales of higher margin products, together with disciplined pricing and reduced raw material and other inflationary pressures.

Operating expenses: the year over year increase of $1.1 million was due to higher research and development expenses and higher provisions for performance-related remuneration accruals.

Oilfield Services

Net sales: have decreased year over year by $14.9 million, or 13 percent. Sales in the Americas were higher year over year, being 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 decrease of $0.3 million was primarily due to lower provisions for performance-related remuneration accruals and lower amortization of acquired intangible assets, being partly offset by adverse changes to our doubtful debt provisions year over year.

Other Income Statement Captions

Corporate costs: the year over year increase of $6.4 million was primarily due to the prior year including a recovery of $8.4 million of historic pension costs, combined with increased costs in the current year for 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 is $17.7 million (prior year an expense of $0.7 million) relating to the acquisition of QGP within our Performance Chemicals segment. See Note 11 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Restructuring charge: the charge in the current year is $0.9 million relating 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 relating to our Oilfield Services segment. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Impairment of intangible assets: the charge in the current year is $19.1 million relating to our Performance Chemicals and Oilfield Services segments. See Note 5 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Other net income/(expense): for the three months ended September 30, 2025 and 2024, included the following:


(in millions)	2025			2024			Change
Net pension credit/(cost)	$	(0.1	)	$	1.7		$	(1.8	)
Loss/(profit) attributable to non-controlling interests		0.2			(0.9	)		1.1
Foreign exchange gains/(losses) on translation		0.5			(7.1	)		7.6
Foreign currency forward contracts gains/(losses)		2.8			2.8			—
	$	3.4		$	(3.5	)	$	6.9

Interest income/(expense), net: in the three months ended September 30, 2025 was $2.2 million of income compared to $2.7 million of income in the three months ended September 30, 2024, driven by lower interest rates and lower cash balances in the current year.

Income taxes: the effective tax rate was (12.2)% and 25.4% in the third quarter of 2025 and 2024, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 22.5% in 2025 compared with 24.6% in 2024. The 2.1% 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 September 30,
(in millions)	2025			2024
Income before income taxes	$	11.5		$	44.8
Adjustment for stock compensation		0.9			2.2
Adjustment to fair value of contingent consideration		(17.7	)		0.7
Impairment of acquired intangible assets		19.1			—
Impairment of property, plant and equipment		22.9			—
Legacy costs of closed operations		1.0			1.0
Adjusted income before income taxes	$	37.7		$	48.7
Income taxes	$	(1.4	)	$	11.4
Tax on stock compensation		(0.2	)		(0.2	)
Adjustment of income tax provision		—			(0.9	)
Tax on adjustment to fair value of contingent consideration		—			0.2
Tax on impairment of acquired intangible assets		5.1			—
Tax on impairment of property, plant and equipment		4.8			—
Tax on legacy cost of closed operations		0.2			0.2
Adjustments to tax charge of prior periods		—			1.3
Adjusted income taxes	$	8.5		$	12.0
GAAP effective tax rate		(12.2	)%		25.4	%
Adjusted effective tax rate		22.5	%		24.6	%

Nine Months Ended September 30, 2025

The following table shows the changes in sales, gross profit and operating expenses by reporting segment for the nine months ended September 30, 2025, and the nine months ended September 30, 2024:


	Nine Months Ended September 30,
(in millions, except ratios)	2025			2024			Change
Net sales:
Performance Chemicals	$	513.0		$	484.5		$	28.5		+6%
Fuel Specialties		507.4			509.3			(1.9	)	-0%
Oilfield Services		302.0			384.8			(82.8	)	-22%
	$	1,322.4		$	1,378.6		$	(56.2	)	-4%
Gross profit:
Performance Chemicals	$	91.6		$	110.0		$	(18.4	)	-17%
Fuel Specialties		184.9			173.9			11.0		+6%
Oilfield Services		88.5			122.8			(34.3	)	-28%
	$	365.0		$	406.7		$	(41.7	)	-10%
Gross margin (%):
Performance Chemicals		17.9			22.7			-4.8
Fuel Specialties		36.4			34.1			+2.3
Oilfield Services		29.3			31.9			-2.6
Aggregate		27.6			29.5			-1.9
Operating expenses:
Performance Chemicals	$	(48.3	)	$	(47.7	)	$	(0.6	)	+1%
Fuel Specialties		(77.3	)		(79.2	)		1.9		-2%
Oilfield Services		(73.4	)		(91.5	)		18.1		-20%
Corporate costs		(56.8	)		(49.6	)		(7.2	)	+15%
Adjustment to fair value of contingent consideration		16.2			(2.1	)		18.3		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			0.0		n/a
	$	(282.3	)	$	(269.9	)	$	(12.4	)	+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:

      
     Nine Months Ended September 30, 2025

     Change (%)

     Americas

     EMEA

     ASPAC

     Total

Volume

+7

-3

+14

+2

Price and product mix

-4

+9

-1

+3

Exchange rates

—

+2

+1

+1

+3

+8

+14

+6

Higher sales volumes for the Americas were driven by increased demand for our personal care products, being partly 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 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, higher demand for our lower priced products and the impact of some tariffs not passed on to customers.

Operating expenses: increased by $0.6 million year over year due to higher selling expenses and higher research and development expenses, being partly offset by lower provisions for 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:

      
     Nine Months Ended September 30, 2025

     Change (%)

     Americas

     EMEA

     ASPAC

     AvGas

     Total

Volume

-4

—

-26

+9

-4

Price and product mix

+1

+4

+10

-1

+3

Exchange rates

—

+2

—

—

+1

-3

+6

-16

+8

—

Sales volumes in the Americas and 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. Sales volumes in EMEA have remained constant year over year, combined with 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 partly offset by an adverse price and product mix due to an adverse customer mix. EMEA benefited from favorable foreign currency exchange rate movements.

Gross margin: the year over year increase of 2.3 percentage points was driven by an improved sales mix from increased sales of higher margin products, together with disciplined pricing and reduced raw material and other inflationary pressures.

Operating expenses: the year over year decrease of $1.9 million was primarily due to favorable movements for the provisions for doubtful debts.

Oilfield Services

Net sales: have decreased year over year by $82.8 million, or 22 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 2.6 percentage points was due to an unfavorable sales mix as our customer demand has weakened.

Operating expenses: the year over year decrease of $18.1 million was due to lower customer service costs 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 $7.2 million was primarily due to the prior year including the recovery of $8.4 million of historic pension costs, together with increased provisions for environmental

remediation in relation to 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 is $16.2 million (prior year an expense of $2.1 million) relating to the acquisition of QGP within our Performance Chemicals segment. See Note 11 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Restructuring charge: the charge in the current year is $0.9 million relating to our operations in South America within our Performance Chemicals segment.

Other net income/(expense): for the nine months ended September 30, 2025 and 2024, included the following:


(in millions)	2025			2024			Change
Net pension credit/(cost)	$	(0.2	)	$	5.0		$	(5.2	)
Profit attributable to non-controlling interests		(1.0	)	$	(1.7	)		0.7
Foreign exchange gains/(losses) on translation		2.6			(2.1	)		4.7
Foreign currency forward contracts gains/(losses)		(3.6	)		(1.1	)		(2.5	)
	$	(2.2	)	$	0.1		$	(2.3	)

Interest income/(expense), net: in the nine months ended September 30, 2025 was $7.3 million of income compared to $6.9 million of income in the nine months ended September 30, 2024, driven by the interest income being earned from our cash balances.

Income taxes: the effective tax rate was 21.2% and 26.3% in the first nine months of 2025 and 2024, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 23.6% in 2025 compared with 25.7% in 2024. The 2.1% 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:


	Nine Months Ended September 30,
(in millions)	2025			2024
Income before income taxes	$	87.8		$	143.8
Indemnification asset regarding tax audit		—			0.1
Adjustment for stock compensation		5.0			6.4
Adjustment to fair value of contingent consideration		(16.2	)		2.1
Impairment of acquired intangible assets		19.1			—
Impairment of property, plant and equipment		22.9			—
Legacy cost of closed operations		4.8			2.6
Adjusted income before income taxes	$	123.4		$	155.0
Income taxes	$	18.6		$	37.8
Tax on stock compensation		(0.5	)		(0.1	)
Adjustment of income tax provision		—			(3.8	)
Tax on adjustment to fair value of contingent consideration		—			0.7
Tax on impairment of acquired intangible assets		5.1			—
Tax on impairment of property, plant and equipment		4.8			—
Tax on legacy cost of closed operations		1.1			0.6
Adjustments to tax charge of prior periods		—			4.7
Adjusted income taxes	$	29.1		$	39.9
GAAP effective tax rate		21.2	%		26.3	%
Adjusted effective tax rate		23.6	%		25.7	%

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

In the nine months ended September 30, 2025 our working capital increased by $47.5 million, while our adjusted working capital increased by $43.1 million. The difference is primarily due to the exclusion of the movements for cash and cash equivalents, together with the changes for taxes.

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)	September 30, 2025			December 31, 2024
Total current assets	$	988.8		$	956.6
Total current liabilities		(356.1	)		(371.4	)
Working capital		632.7			585.2
Less cash and cash equivalents		(270.8	)		(289.2	)
Less prepaid income taxes		(10.5	)		(3.1	)
Less other current assets		(4.1	)		(0.6	)
Add back accrued income taxes		5.6			19.6
Add back current portion of plant closure provisions		5.0			5.0
Add back current portion of operating lease liabilities		16.0			13.9
Adjusted working capital	$	373.9		$	330.8

We had a $7.8 million increase in trade and other accounts receivable, which was primarily due to increases in our Performance Chemicals segment due to the timing of customer collections, being partly offset by lower sales in our Oilfield Services segment. Days’ sales outstanding increased in our Performance Chemicals segment from 61 days to 75 days; remained unchanged at 57 days in our Fuel Specialties segment; and decreased from 83 days to 67 days in our Oilfield Services segment.

We had a $44.2 million increase in inventories, including a $4.8 million increase in allowances, which was driven by higher levels of finished goods in our Fuel Specialties segment, due to higher production relating to expected sales volumes. 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 increased from 63 days to 66 days; increased from 113 days to 160 days in our Fuel Specialties segment; and remained unchanged at 76 days in our Oilfield Services segment.

Prepaid expenses decreased $12.3 million, from $21.0 million to $8.7 million, primarily due to the cyclical expensing of prepaid invoices.

We had a $3.4 million decrease in accounts payable and accrued liabilities, which was dependent on the timing of payments for each of our reporting segments and includes the effect of the lower activity in our Oilfield Services segment. Creditor days (including goods received not invoiced) have increased in our Performance Chemicals segment from 46 days to 48 days; increased from 44 days to 56 days in our Fuel Specialties segment; and decreased from 68 days to 57 days in our Oilfield Services segment. The changes for creditor days are impacted by the timing of sales and cost of sales in the quarter, when using a countback methodology.

Operating Cash Flows

We generated cash from operating activities of $76.9 million in the nine months ended September 30, 2025 compared to $158.8 million in the nine months ended September 30, 2024. The decrease in cash generated from operating activities was primarily related to decreased operating income, less favorable working capital cash flows and increased income tax payments.

Cash

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $270.8 million and $289.2 million, respectively, of which $160.8 million and $133.9 million, respectively, were held by non-U.S. subsidiaries principally in the United Kingdom.

The decrease in cash and cash equivalents of $18.4 million for the nine months ended September 30, 2025 was primarily driven by our continued investments in capital projects, the payment of our semi-annual dividend and the repurchases of our common stock, being partly offset by the cash generated from operating activities.

Debt

We continue to have available a $250.0 million multicurrency revolving credit facility.

At September 30, 2025, and December 31, 2024, we had no debt outstanding under the revolving credit facility and no obligations were outstanding under finance leases. See Note 9 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The Company uses floating rate debt to finance its global operations. The Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. The political and economic risks are mitigated by the stability of the major countries in which the Company’s largest operations are located. Credit limits, ongoing credit evaluation and account monitoring procedures are used to minimize bad debt risk. Collateral is not generally required.

From time to time, the Company uses derivatives, including interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the normal course of business to manage market risks. The derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. In addition, the Company enters into derivative instruments with a diversified group of major financial institutions in order to manage the exposure to non-performance of such instruments. The Company’s objective in managing the exposure to changes in interest rates is to limit the impact of such changes on earnings and cash flows and to lower overall borrowing costs. The Company’s objective in managing the exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with such changes.

The Company offers fixed prices for some long-term sales contracts. As manufacturing and raw material costs are subject to variability, the Company, from time to time, uses commodity swaps to hedge the cost of some raw materials thus reducing volatility on earnings and cash flows. The derivatives are considered risk management tools and are not used for trading purposes. The Company’s objective is to manage its exposure to fluctuating costs of raw materials.

The Company’s exposure to market risk has been discussed in the 2024 Form 10-K and there have been no significant changes since that time.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation carried out as of the end of the period covered by this report, under the supervision and with the participation of our management, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) were effective as of September 30, 2025, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal control over financial reporting. This is intended to result in refinements to processes throughout the Company.

As previously disclosed, we are continuing with the development of a new, company-wide, information system platform which began in 2022. The new platform provider is well established in the market. The implementation is a phased, risk-managed, site deployment following a multistage user acceptance program with the existing platform providing a fallback position. In connection with this implementation, the Company has updated its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures.

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1 Legal Proceedings

Legal matters

As reported in our 2023 Form 10-K, we have incurred financial losses and lodged a civil and criminal legal claim related to a misappropriation of inventory in Brazil. At the time of filing, there have been no significant developments to report in relation to the claims being made. Consistent with prior quarters, a corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter.

Item 1A Risk Factors

Information regarding risk factors that could have a material impact on our results of operations or financial condition are described under “Risk Factors” in Item 1A of Part I of our 2024 Form 10-K. In management’s view, there have been no material changes in the risk factors facing the Company as disclosed in those SEC filings.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities.

On March 10, 2025, the Company announced a repurchase program which allows for up to $50 million of the Company’s common stock to be repurchased in the open market over a three-year period commencing on March 10, 2025. The previous repurchase program ended in February 2025. The company also repurchases its common stock in connection with the exercising of stock options by directors and employees. The following table provides information about our repurchases of equity securities in the three months ended September 30, 2025.


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs
July 1, 2025 through July 31, 2025		65,250	$	87.4		65,250	$	32.8	million
August 1, 2025 through August 31, 2025		27,400	$	86.8		27,400	$	30.4	million
September 1, 2025 through September 30, 2025		30,000	$	86.1		30,000	$	27.8	million
Total		122,650	$	87.0		122,650	$	27.8	million

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Not applicable.

Item 5 Other Information

(a), (b), and (c) – None.

Item 6 Exhibits


31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		XBRL Instance Document and Related Item - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104		Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		INNOSPEC INC.
	Registrant

Date: November 5, 2025	By	/s/ PATRICK S. WILLIAMS
		Patrick S. Williams President and Chief Executive Officer

Date: November 5, 2025	By	/s/ IAN P. CLEMINSON
		Ian P. Cleminson Executive Vice President and Chief Financial Officer

For the transition period from to

Commission file number 1-13879

98-0181725

80112

Registrant’s telephone number, including area code: (303) 792 5554

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

NASDAQ

Outstanding as of October 31, 2025

INNOSPEC INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2025

Three Months Ended September 30, 2025

Performance Chemicals

Fuel Specialties

Oilfield Services

Other Income Statement Captions

Nine Months Ended September 30, 2025

Performance Chemicals

Fuel Specialties

Oilfield Services

Other Income Statement Captions

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

Operating Cash Flows

Cash

Debt

Item 3 Quantitative and Qualitative Disclosures about Market Risk

Item 4 Controls and Procedures

Changes in Internal Control over Financial Reporting

Item 1 Legal Proceedings

Item 1A Risk Factors

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

Item 3 Defaults Upon Senior Securities

Item 4 Mine Safety Disclosures

Item 5 Other Information

Item 6 Exhibits

Registrant

Patrick S. Williams

President and Chief Executive Officer

/s/ IAN P. CLEMINSON

Ian P. Cleminson