false 0001054905 0001054905 2025-03-10 2025-03-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2025

 

 

INNOSPEC INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 1-13879

 

Delaware   98-0181725

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

8310 South Valley Highway, Suite 350

Englewood, Colorado, 80112

(Address of principal executive offices, including zip code)

(303)792-5554

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of exchange

on which registered

Common Stock   IOSP   NASDAQ

 

 

 

Item 7.01

Regulation FD Disclosure

On March 10, 2025, the Board of Directors of Innospec Inc. (the “Company”) authorized the repurchase of up to $50 million in shares of the Company’s outstanding common stock over a three-year period commencing on March 10, 2025. The timing, manner, price and amount of any repurchases will be determined in the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases and accelerated share repurchases. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

A copy of the press release issued on March 10, 2025, to announce the repurchase authorization is furnished as Exhibit 99.1 to this report and is herein incorporated herein by reference into this Item 7.01.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT INDEX

 

Number    Description    Method of Filing  
99.1    Press Release dated March 10, 2025.      Filed Herewith  
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 hereunto duly authorized.

 

      INNOSPEC INC.
Date: March 10, 2025     By:  

/s/ David B. Jones

      David B. Jones
      Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary

Exhibit 99.1

 

LOGO

PRESS RELEASE

INNOSPEC APPROVES NEW $50MM SHARE REPURCHASE PROGRAM

Englewood, CO, March 10, 2025 – Innospec Inc. (NASDAQ: IOSP) today announces that its Board of Directors has approved a new $50 million share repurchase program. The company’s prior $50 million share repurchase program expired in the first quarter of 2025.

Patrick S. Williams, President and Chief Executive Officer, said,

“With over $289 million in net cash, we continue to have significant flexibility and balance sheet strength for further M&A, organic investment, dividend growth and share repurchases under this renewed buyback program.”

Purchases may be made from time to time at management’s discretion.

About Innospec Inc.

Innospec Inc. is an international specialty chemicals company with approximately 2,450 employees in 22 countries. Innospec manufactures and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. The Performance Chemicals business creates innovative technology-based solutions for our customers in the Personal Care, Home Care, Agrochemical, Mining and Industrial markets. The Fuel Specialties business specializes in manufacturing and supplying fuel additives that improve fuel efficiency, boost engine performance and reduce harmful emissions. Oilfield Services provides specialty chemicals to all elements of the oil and gas exploration and production industry.

Forward-Looking Statements

 

 

This press release 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

LOGO

 

Annual Report on Form 10-K for the year ended December 31, 2024, Innospec’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and other reports filed with the U.S. Securities and Exchange Commission. 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.

Contacts:

Corbin Barnes

Innospec Inc.

+44-151-355-3611

corbin.barnes@innospecinc.com

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Mar. 10, 2025
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Entity Central Index Key 0001054905
Document Type 8-K
Document Period End Date Mar. 10, 2025
Entity Registrant Name INNOSPEC INC.
Entity File Number 1-13879
Entity Incorporation State Country Code DE
Entity Tax Identification Number 98-0181725
Entity Address, Address Line One 8310 South Valley Highway
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code (303)
Local Phone Number 792-5554
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Security 12b Title Common Stock
Trading Symbol IOSP
Security Exchange Name NASDAQ
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