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 | 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 | ||||||
