2026 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

INNOSPEC INC. 8310 South Valley Highway, Suite 350, Englewood, CO 80112

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Stockholders may also transact any other business properly brought before the meeting. At this time, the Board of Directors knows of no other proposals or matters to be presented.

On behalf of the Board of Directors:

David B. Jones
Senior Vice President, General Counsel,
Chief Compliance Officer, and Corporate Secretary
March 26, 2026

PROXYSTATEMENT

INFORMATIONABOUTTHE2026ANNUALMEETINGOF STOCKHOLDERS AND VOTING AT THE MEETING

WhydidyousendmetheNoticeRegardingtheAvailabilityofProxyMaterials?

We sent you the Notice Regarding the Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Innospec Inc. (“Innospec” or the “Company”) is soliciting your proxy to vote at the 2026 Annual MeetingofStockholders,whichwillbeheldonFriday,May8,2026at10.00a.m.EasternTime,atThe St. Regis New York, Two East 55th Street, at Fifth Avenue, New York, USA, 10022.

This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attendtheAnnualMeetingtovoteyourstock.Alternatively,youmaysimplyvotebytelephone,overtheinternet,or, if you have requested written proxy materials, by completing, signing and returning the accompanying proxy card.

InnospecintendstocommencedistributionoftheNoticetostockholdersonoraboutMarch27, 2026.

WhatproposalswillbevotedonattheAnnualMeetingof Stockholders?

You are being asked to consider and vote on three proposals at the Annual Meeting. The following is a summary of the proposals and the voting recommendations of the Board with respect to each proposal:

Areproxymaterialsavailableontheinternet?

Yes. This Proxy Statement, and the proxy card, for the Annual Meeting and our 2025 Annual Report on Form 10-K areavailableatwww.envisionreports.com/iospforstockholdersofrecordandwww.edocumentview.com/iospfor beneficial owners.

Whoisentitledtovoteatthe meeting?

March 13, 2026 is the record date for the Annual Meeting. If you owned Innospec Common Stock at the close of businessonMarch13,2026,youareentitledtovote.Onthisrecorddate,wehad 24,890,467sharesofourCommon Stock outstanding and entitled to vote at the Annual Meeting. Our Common Stock is our only class of voting stock.

HowmanyvotesdoI have?

YouhaveonevoteforeachshareofCommonStockthatyouownedatthecloseofbusinessontheMarch13,2026 record date. Your Notice indicates the number of shares of Common Stock you are entitled to vote.

Whatisthedifferencebetweenholdingstockasastockholderofrecordandasabeneficial owner?

Althoughmanystockholdersaretherecordholdersoftheirstock,othersholdtheirstockbeneficially,whichmeans it is held through a stockbroker, bank or other nominee rather than directly in the stockholder’s own name. As summarized below, there are some differences between stock held of record and stock owned beneficially.

Stockholderof Record

IfyoursharesofCommonStockareregistereddirectlyinyournamewithourtransferagent,Computershare,youare considered,withrespecttothoseshares,thestockholderofrecordandtheNoticeisbeingsenttoyoudirectlyatyour addressofrecord.Asthestockholderofrecord,youhavetherighttograntyourvotingproxydirectlytoInnospecby votingbytelephoneorviatheinternet,or,ifyouhaverequestedwrittenmaterials,bysigning,datingandreturning yourproxycardtoInnospec.Alternatively,youmayvoteinpersonattheAnnualMeeting.Formoreinformationon voting by telephone or via the internet see the description below under the heading “Information about the 2026 Annual Meeting of Stockholders and Voting at the Meeting - May I vote by telephone or via the internet?”.

BeneficialOwner

If your Common Stock is held in a stock brokerage account or by a bank or other nominee, you are considered the beneficialownerofstockheldin“streetname”andourproxymaterialsarebeingforwardedtoyoubyyourbroker ornomineewhoisconsideredthestockholderofrecordwithrespecttothoseshares.Asthebeneficialowner, you have the right to direct your broker or nominee on how to vote your stock and are also invited to attend the AnnualMeeting.However,sinceyouarenotthestockholderofrecord,youmayonlyvotethesesharesattheAnnual Meeting if you follow the instructions described below under the heading “Information about the 2026 Annual Meeting of Stockholders and Voting at the Meeting - How do I attend and vote at the Annual Meeting?”.

Your broker or nominee has provided a voting instruction card for you to use in directing your broker or nomineeas to how to vote your stock. You may also vote by telephone or via the internet by following your broker or other nominee’s directions as described below under the heading “Information about the 2026 Annual Meeting of Stockholders and Voting at the Meeting - May I vote by telephone or via the internet?”.

HowdoIvotebyproxyifIamastockholderofrecord?

Ifyouareastockholderofrecordandyourequestaphysicalproxycardandproperlyfillinsuchproxycardanditis completedandreceivedbyus(andnotrevoked)priortotheAnnualMeeting,oryouvotebyinternetortelephone, your“proxy”(i.e.,oneoftheindividualsnamedonyourproxycard)willvoteyourstockasyouhavedirected.Ifyou sign the proxy card (including by electronic signature in the case of internet or telephonic voting), but do not make specificvotingchoices,thepersonholdingyourproxywillvoteyourstockasrecommendedbytheBoardasfollows:

“FOR”theelectionoftwoClassI Directors;

“FOR”theapproval,onanadvisorybasis,oftheCompany’sexecutivecompensation;and

“FOR”theratificationoftheappointmentoftheCompany’sindependentregisteredpublicaccountingfirm.

IfanyothermatterispresentedattheAnnualMeeting,yourvotewillbecastinaccordancewiththebestjudgment of the individuals named on your proxy card. As of the date of this Proxy Statement, we know of no such other matters that need to be acted on at the Annual Meeting.

HowdoIgivevotinginstructionsifIamabeneficialowner?

If you are a beneficial owner of stock, your broker will communicate with you directly and ask you how you want your stock to be voted. If you give the broker voting instructions, the broker will vote your stock as you direct. If you do not givethe brokervoting instructions, one oftwothings canhappen, depending onthe typeofproposal in question. Brokers have discretionary power to vote your stock with respect to “routine” matters, but they do not have discretionary power to vote your stock on “non-routine” matters. Brokers holding stock beneficially ownedby their clients do not have the ability to cast votes with respect to the election and ratification of directors or executivecompensationunlesstheyhavereceivedinstructionsfromthebeneficialownerofthestockbecausethese areconsidered“non-routine”matters.Itisthereforeimportantthatyouprovidevotinginstructionstoyourbroker ifyoursharesofCommonStockareheldbeneficiallythroughabrokersothatyourvotewithrespecttodirectors and executive compensation, and any other matter treated as “non-routine”, is counted.

MayIvotebytelephoneorviatheinternet?

Yes, you may vote by telephone or via the internet up until 11:59 P.M. Eastern Time the day before the Annual Meetingdate.Weencourageyoutodosobecauseyourvotewillbetabulatedfasterthanifyoumailedit.Pleasenote thefollowingdependingonwhetheryouareastockholderofrecordorabeneficialownerwhosesharesareheldby a bank or broker in “street name”:

Ifyouareastockholderofrecord,youmayvoteelectronicallythroughtheinternetatwww.envisionreports.com/iosp orbytelephoneTollFree1-800-652-8683withintheU.S.A.,U.S.TerritoriesandCanada.Besuretohaveyourcontrol number, which appears on your Notice or proxy card, with you when you vote.

Ifyouareabeneficialownerandholdyourstockin“streetname”,youmayvoteelectronicallythroughtheinternet atwww.proxyvote.comandyoushouldcontactyourbankorbrokertodeterminewhetheryouwillbeabletovote bytelephone.Besuretohaveyourcontrolnumber,whichappearsonyourNoticeorproxycard,withyouwhenyou vote.

WhetherornotyouplantoattendtheAnnualMeeting,weurgeyoutovote.Doingsobyreturningtheproxycardor voting by telephone or via the internet will not affect your ultimate right to attend and vote at the meeting.

MayIrevokemyproxy?

Yes.Ifyouchangeyourmindafteryouvote,youmayrevokeyourproxybyfollowinganyoftheproceduresdescribed below. To revoke your proxy:

•Sendinanothersignedproxywithalaterdateorresubmityourvotebytelephoneorthe internet;

•SendaletterrevokingyourproxytoMr.DavidB.Jones,SeniorVicePresident,GeneralCounsel,ChiefCompliance OfficerandCorporateSecretaryatInnospecInc.,8310SouthValleyHighway,Suite350,Englewood,CO80112;or

•AttendtheAnnualMeetingandvoteinaccordancewiththeinstructionsdescribedbelow.

If you wish to revoke your proxy, you must do so sufficiently in advance to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

HowdoIattendandvoteatthe2026AnnualMeeting?

If you are a stockholder of record, you may attend the meeting and vote your shares in person. If you choose to do so, please bring your Notice, or proxy card showing your control number and proof of identification.

Ifyouarethebeneficialownerofstockheldin“streetname”,youmayvoteyoursharesinpersononlyifyouobtain asignedproxyfromthestockholderofrecordgivingyoutherighttovotethestock.Todoso,youmustbringtothe 2026 Annual Meeting of Stockholders proof of identification, an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the stock and a signed proxy from the stockholder of record givingyoutherighttovotethestock.Theaccountstatementorlettermustshowthatyouwerethebeneficialowner of the stock on the Record Date.

Evenifyouplantoattendthe2026AnnualMeetingofStockholdersinperson,Innospecrecommendsthatyouvote yourstockinadvancebyinternetortelephone,orbyreturningtheaccompanyingproxycard,asdescribedabove,so that your vote will be counted if you later decide not to attend the 2026 Annual Meeting of Stockholders.

Isastockholderlistavailableforexamination?

For 10 days prior to the Annual Meeting, a complete list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. Stockholders may view the list at Innospec’s corporate headquarters at 8310 South Valley Highway, Suite 350, Englewood, CO 80112duringofficehoursandshowingtheircontrolnumberandphotoidentification.Thestockholderslistwillalso be available during the Annual Meeting.

WhatvotesneedtobepresenttoholdtheAnnualMeeting?

To have a quorum for our Annual Meeting, the holders of a majority of the shares of Common Stock outstanding andentitledtovoteneedtobepresentorrepresentedbyproxy.Abstentionsandbroker“non-votes”aretreatedas present and entitled to vote and are counted in determining whether we have a quorum.

Whatvoteisrequiredtoapproveeachproposal?

*While directors are elected by a plurality vote, we have a “majority vote” director resignation policy in place, as described on page 32.

**As Proposal 2 is an advisory vote, there is no specified vote requirement for approval. Innospec will consider that the affirmative vote of the majority of the stock present or represented by proxy and entitled to vote on such proposal reflects the advice of the stockholders.

Howarevotescounted?

*Ifyou“withhold”authoritytovotewithrespecttooneormorenomineesforInnospecDirector,yourvotewillhavenoeffectontheelectionof such nominees.

**Whiledirectorsareelectedbyapluralityvote,wehavea“majorityvote”directorresignationpolicyinplace,asdescribedonpage32.

If you sign (including electronic confirmations in the case of internet or telephone voting) your proxy card with no instructions on how to vote, your stock will be voted in accordance with the recommendations of the Board. If you sign (including electronic confirmation in the case of internet or telephone voting) your broker voting instruction card withnoinstructionsonhowtovote,yourstockwillbevotedinthebroker’sdiscretiononlywithrespectto“routine” matters, but will not be voted with respect to “non-routine” matters. As described in “Information about the 2026 Annual Meeting of Stockholders and Voting at the Meeting—How do I give voting instructions if I am a beneficial owner?”, election of directors and executive compensation are considered “non-routine” matters. We will appoint one or more inspectors of election to count votes cast by proxy.

Whatistheeffectofbrokernon-votesand abstentions?

Abroker“non-vote”occurswhenabrokerholdingstockforabeneficialownerdoesnotorcannotvoteonaparticular proposal because the broker does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

CommonStockownedbystockholderselectingtoabstainfromvotingwithrespecttoanyproposalwillbecounted towards the presence of a quorum. Common Stock beneficially owned and voted by the beneficiary through a brokerwillbecountedtowardsthepresenceofaquorum, eveniftherearebrokernon-voteswithrespecttosome proposals, as long as the broker votes on at least one “non-routine” proposal.

Abstentions and instructions to withhold votes with respect to any nominee for director election (which uses a plurality standard) will result in those nominees receiving fewer votes but will not count as votes “against” the nominee.Brokernon-voteswillnotbeconsideredpresentandentitledtovotewithrespecttoelectionsofdirectors and therefore will have no direct effect on the outcome of the election of directors. Abstentions will be treated as presentandentitledtovotewithrespecttoProposals2and3and,therefore,willhavetheeffectofvotes“against” these proposals. Broker non-votes will have no direct effect on the outcome of these proposals.

WhathappensiftheAnnualMeetingisadjournedorpostponed?

YourproxywillstillbeeffectiveandwillbevotedattherescheduledAnnualMeeting.Youwillstillbeabletochange or revoke your proxy until it is voted.

WherecanIfindthevotingresults?

FinalvotingresultswillbedisclosedinaForm8-KtobefiledwiththeU.S.SecuritiesandExchangeCommission(“SEC”) within four business days after the 2026 Annual Meeting of Stockholders. If official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment totheForm8-Kassoonastheybecomeavailable.YoucanfindtheForm8-Konourwebsiteatwww.innospec.com.

WillInnospec’sindependentaccountantsattendtheAnnualMeeting?

A representative of PricewaterhouseCoopers LLP (“PwC”), our current independent registered public accounting firm,willbeavailablebytelephoneattheAnnualMeetingtoanswerquestionsandwillhaveanopportunitytomake a statement if such representative wishes.

DoDirectorsattendtheAnnual Meeting?

Our Corporate Governance Guidelines provide that Directors are expected to attend our annual meetings of stockholders and any special meetings of stockholders called by Innospec to consider extraordinary business transactions.Unlesstheyareunabletodosoasaresultofspecialcircumstances,Directorsareencouragedtoattend all other special meetings of stockholders called by Innospec. All our Directors then in office attended the 2025 Annual Meeting of Stockholders that was held on May 9, 2025.

WhomshouldIcallifIhaveany questions?

If you have any questions about the Annual Meeting, voting or directions to attend the Annual Meeting, please contact Mr. David B. Jones, Innospec’s Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

CORPORATEGOVERNANCE

CorporateGovernanceHighlights

We are committed to good corporate governance, which promotes the long-term interests of our stakeholders, strengthens Board and management accountability, and helps build public trust in the Company. The Corporate Governance section below describes our governance framework, which includes the following highlights:

OurCorporateGovernanceFramework

CorporateGovernancePrinciples

InnospecplacesthestrongestemphasisonhighstandardsofCorporateGovernance.Wehavepoliciestoguideallour employees,Directorsandthird-partyrepresentativesandprovideextensivetrainingtohelpensurethatweoperate to these standards throughout the Company. Through its Nominating, Corporate Governance and Sustainability Committee, the Board evaluates our corporate governance policies and practices, which form our corporate governance framework, against evolving best practices as benchmarks for assessing that we follow appropriate standards when conducting our business.

One of the cornerstones of our Corporate Governance is transparency. Accordingly, you will find the following key policies and procedures on our website.

CorporateGovernanceGuidelines

Our Board believes that adherence to sound corporate governance policies and practices is important so that the Company is governed and managed with the highest standards of responsibility, ethics and integrity and by taking intoaccounttheinterestsofallstakeholders.WehaveadoptedasetofCorporateGovernanceGuidelinesintended to reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others.

OurCorporateGovernanceGuidelinesaddresskeygovernancematters,including,butnotlimited to:

•SelectionandcompositionoftheBoard;

•Directororientationandcontinuingeducation;

•Boardmembershipcriteriaandselectionprocess;

•Boardoperations,includingthesizeoftheBoard,BoardindependenceandBoardcommittee structure;

•Directorresponsibilities;

•Executivesessionsofnon-employeeDirectors;

•PerformanceevaluationsoftheBoard,CommitteesoftheBoardandindividualDirectors;

•Directorcompensation;

•Directoraccesstomanagementandoutsideadvisors;

•Managementsuccession;

•ResignationpolicyinuncontestedDirectorelections; and

•LimitsonBoardmembersservingonotherpubliccompany boards.

The Board believes that corporate governance is an evolving process and generally reviews the Corporate GovernanceGuidelineseverytwoyearsandupdatesthemwhenappropriate.Acurrentcopyofthe Corporate Governance Guidelines can be found on our website under the heading Corporate Governance at www.innospec.com/about-us/corporate-governance, or by writing to Mr. David B. Jones, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112.

Innospec’sLeadershipStructure

The Board believes that the roles of Chairman of the Board (a non-executive position) and Chief Executive Officer shouldremainseparatetoenabletheBoardtoprovideeffectiveguidancetomanagementandpromoteoversightand accountability of management. This separation preserves the distinction between the management and oversight functions,maintainingtheresponsibilityofmanagementtohelpdevelopcorporatestrategyandtheresponsibilityof the Board to review and provide input on corporate strategy.

To fulfill the role, the Chairman of the Board, among other things, creates and maintains an effective working relationship between the Board and the Company’s management; provides the CEO with on-going direction as to current Board needs, interests, views and expectations; and directs the Board agenda to the matters of greatest importance to Innospec.

TheBoard’sRoleinRiskManagement

TheBoard’sroleinriskoversightandmanagementisconsistentwithourleadershipstructure,withtheCEOandother membersofseniormanagementhavingresponsibilityforassessingandmanagingtheCompany’sriskexposure,and the Board and its committees providing oversight in connection with these efforts. Risk management is an integral part of Board and committee deliberations throughout the year. During 2025, the Senior Vice President, Corporate Development and Investor Relations, presented a summary of key risks facing the Company so the Board could discuss and assess such risks and the management of them on a timely and on-going basis.

The Global IT Director presents his information technology and cyber security update to the Board in person at
least annually.

Infiscal2025,eachofourDirectorscompletedourCodeofBusinessEthicsonlinecompliancetrainingprogramthat we require our employees to complete. In addition, in fiscal 2025, as part of our risk oversight of our information technologysystemsandriskmitigationefforts,employeetrainingoncybersecurityriskswasrequiredofallInnospec Directors and employees who have access to our information technology resources.

NCCGroup(“NCC”)performsperiodiccybersecurityreviews.NCCreportsitsfindingsdirectlytotheBoard.

Risk oversight – Who is responsible?

•monitors and evaluates how management operates the Company;

•considers updates received from management regarding quarterly performance;

•works with management on the corporate strategy;

•discusses risks related to the Company’s business strategy at periodic strategic planning meetings and at other meetings as appropriate;

•oversees risks related to environmental, social and governance matters;

•reviews quarterly assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating and responding to these risks, including cyber security risk as needed; and

•reviews insurance coverage to assess whether it is adequate.

•considers the adequacy of steps taken by management to monitor and control the Company’s major financial risk exposures;

•is responsible for reviewing the Company’s policies and practices with respect to financial risk assessment and the integrity of the accounting policies, financial reporting and disclosure practices of Innospec; and

•oversees the performance of the Company’s systems of internal accounting and financial control.

•provides oversight to review compensation risk and to assess that all of the Company’s executive compensation and incentive programs are competitive, closely related to the achievement of corporate objectives and aligned with long-term interests of the stockholders.

•oversees the development of and recommends to the Board a framework of corporate governance policies and procedures and a robust compliance program;

•takes a leadership role in shaping and communicating matters of corporate governance and business ethics to the Board and the Company;

•monitors and periodically reports to the Board on the compliance status across the Innospec Group

•monitors and discusses the work of the Executive Team ESG Steering Group and reports matters to the full Board which has oversight for environmental, social and governance risk; and

•nominates new directors and considers diversity, skills required for the Board to meet its obligations and various other stakeholder expectations.

DirectorIndependence

The Board, after considering all relevant facts and circumstances of which it is aware, including those matters set outbelowunder“FamilyRelationships”and“RelatedPersonTransactionsandRelationships”,hasdeterminedthat all of its non-employee members are independent, within the meaning of the Nasdaq Marketplace Rule 5605(a)(2) applicable on the date of this Proxy Statement.

WehavealsoadoptedourownstandardsfordirectorindependencethatcanbefoundinourDirectorIndependence Policy on our website at www.innospec.com/about-us/corporate-governance.

FamilyRelationships

NoimmediatefamilyrelationshipexistsbetweenanyofourDirectorsorExecutiveOfficersandanyotherDirectors or Executive Officers.

TransactionsandRelationships

OtherthanthedirectorandexecutivecompensationarrangementsdiscussedinthisProxyStatement,therehavebeennotransactionssinceJanuary1,2025,towhichwehavebeenorwillbeaparticipant, inwhichtheamountinvolvedexceededorwillexceed$120,000,andinwhichanyofourdirectors,executiveofficersor holdersofmorethan5%ofanyclassofourvotingstock,oranymemberoftheimmediatefamilyof,orpersonsharing thehouseholdwith,anyoftheseindividuals,hadorwillhaveadirectorindirectmaterialinterest.

Related Person TransactionsApproval Policy

PursuanttoourCodeofConduct,allseniorofficersmustdisclosetotheBoardanymaterialtransactionorrelationship that could reasonably be expected to give rise to a conflict of interest. The Code of Conduct also states that no employeemayseektoobtainspecialtreatmentfromInnospecforfamilymembers,friendsorforbusinessesinwhich familymembersorfriendshaveaninterest.DuringtheyearendedDecember31,2025,theCompanydidnotmake any charitable contributions to any charity on which any Director serves as an executive officer.

ExecutiveSessionsofIndependentNon-EmployeeDirectors

Executivesessionsofindependentnon-employeeDirectorsareledbytheChairman.Anexecutivesessionisheldin conjunction with each regularly scheduled Board meeting and other sessions may be called by the Chairman at his discretion or at the request of the Board. There were four executive sessions of independent non-employee Directors during fiscal year 2025.

The Board will continue to monitor the standards for director independence established under applicable law or Nasdaq listing requirements and will maintain the Company’s Corporate Governance Guidelines to be consistent with those standards.

IdentifyingandEvaluatingNomineesforDirector

TheNominating,CorporateGovernanceandSustainabilityCommitteeusesavarietyofmethodsforidentifyingand evaluating nominees for Director. The Nominating, Corporate Governance and Sustainability Committee considers eachperson’sjudgment,experience,independence,understandingofourbusinessorotherrelatedindustries and such factors as the committee determines relevant in light of the needs of the Board and the Company. The Nominating, Corporate Governance and Sustainability Committee reviews the skills and attributes of Board members withinthecontextofthecurrentmake-upofthefullBoardandregularlyassessestheappropriatesizeoftheBoard and whether vacancies on the Board are expected due to retirement or otherwise.

In the event that vacancies are anticipated, or otherwise arise, the Nominating, Corporate Governance and Sustainability Committee considers potential candidates for Director. Candidates may come to the attention of the Nominating,CorporateGovernanceandSustainabilityCommitteethroughcurrentBoardmembers,stockholdersor other persons. The Board considers diversity in the nominatingprocess,alongwithothercriteria,forpotentialDirectorcandidatesandspecificallyrequeststhatfemales andminoritycandidatesareincludedineveryDirectorsearchpool.TherecruitmentspecificationfornewDirectors concentratesoncandidateswhoareseasonedexecutiveofficers,withsignificantrelevantexperience,bothatboard level and within relevant industries.

TheDirectorcandidatesareevaluatedatregularorspecialmeetingsoftheNominating,CorporateGovernanceand SustainabilityCommitteeandmaybeconsideredatanytimeduringtheyear.Thenomineesforelectionatthisyear’s Annual Meeting of Stockholders were approved for nomination by the Board upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee.

OurDirectorrecruitmentprocessisasfollows:

ThepolicyoftheNominating,CorporateGovernanceandSustainabilityCommitteeistoconsiderproperlysubmitted stockholder nominations for election to the Board. For any candidate to be considered by the Nominating, Corporate Governance and Sustainability Committee, and if nominated, included in the Proxy Statement, such recommendation should be received no later than the deadline for submission of stockholder proposals. See “Stockholders’ Proposals for the 2027 Annual Meeting of Stockholders”. Recommendations should be sent to the Corporate Secretary and should specify the nominee’s name, qualification for Board membership and any other information required by the Company’s Bylaws. All properly submitted stockholder nominations for Director candidates receivedbytheCorporateSecretarywillbesubmittedtotheNominating,CorporateGovernanceandSustainability Committeeforreviewandconsideration.TheNominating,CorporateGovernanceandSustainabilityCommitteewill consider stockholder recommendations for Director candidates, but the Nominating, Corporate Governance and SustainabilityCommitteehasnoobligationtorecommendsuchcandidates.Assumingappropriatebiographicaland backgroundinformation(includingqualifications)isprovidedforDirectorcandidatesrecommendedbystockholders, theNominating,CorporateGovernanceandSustainabilityCommitteewillusethesameprocesstoevaluateDirector nomineesrecommendedbystockholdersasitdoestoevaluatenomineesidentifiedbyothersources.

DirectorOn-BoardingandContinuingEducation

Overview:

The Board and management conduct orientation for new Directors to become familiar with, amongst other things, Innospec’s business operations, strategies, financial matters, ethics, fiduciary duties, corporate governance and all other Company policies. It is the responsibility of management and the Nominating, Corporate Governance and SustainabilityCommitteetoadviseDirectorsaboutcontinuingeducationopportunities,whichtheyareencouraged to pursue. The Legal and Compliance Department provides training to the Board at least annually and the Chief ComplianceOfficerregularlyupdatestheNominating,CorporateGovernanceandSustainabilityCommitteeandfull Board on evolving law and practices and stockholder expectations.

Orientation:

When new Directors join the Board, they participate in a comprehensive on-boarding program to learn about our industry, business, strategies, and policies. Our on-boarding program includes provision of reading material regarding director duties and responsibilities, meetings with division heads and senior executives to discuss our businesses, strategy,operationsandourcorporatefunctionssuchasfinance,informationtechnology,researchanddevelopment, and legal and compliance. New Directors also meet with the executives and staff supporting the Committees on whichtheysitandareprovidedwithinformationandtrainingspecifictotheBoardCommittee(s)theyareappointed to.Inaddition,everyDirectormustcompleteinductiontrainingoncompliancewithintwoweeksofbeingappointed and a more in-depth training once they have been in office for six months.

Continuingeducation:

Forcontinuededucationregardingourbusinessandindustry,atleastannually,weprovidepresentationsbyinternal and external experts during our regular Board meetings on topics such as, industry trends, risks facing the industry and the Company, corporate governance trends and key topics, and stakeholder expectations with particular focus ontheimplicationsandimpactontheCompany.In2025,theBoardreceivedtraining, or updates,onD&O,PropertyandCasualty insurance and Environmental, Social and Governance (ESG) issues.

MeetingsandAttendance

In 2025, the full Board met four times, the Audit Committee met four times, the Compensation Committee met four times, and the Nominating, Corporate Governance and Sustainability Committee met four times. There were four Non-Employee Director meetings at which no members of management were present. Directors are expected to attend all Board Meetings and meetings of Committees on which they serve. During the year ended December 31, 2025, each of the Directors attended, in person, by telephone or video call, all the meetings of the Board and meetings of Committees of the Board on which he or she served that were held while he or she was a member. Directors are also expected to attend all meetings of stockholders. All of the Directors attended the 2025 Annual Meeting of Stockholders.

LimitationonOtherBoardandAuditCommitteePositions

The Board has adopted restrictions on the number of outside boards on which Directors may serve that are consistent with market standards and regulatory requirements, including limits on executive officers of publicly-tradedcompanies.SothatDirectorsareabletodedicatesufficienttimetoInnospec’sBoard,theBoardestablished the following limits on our Directors serving on publicly-traded company boards and audit committees:

Any Board member wishing to join the board of another publicly-traded company is required to first notify the Chair of the Nominating, Corporate Governance and Sustainability Committee, the Chairman of the Board, and Innospec’s General Counsel and Chief Compliance Officer prior to joining such other board or agreeing to be nominated or serve on a director slate at such other board. The Chair of the Nominating, Corporate Governance and Sustainability Committee and General Counsel and Chief Compliance Officer will review the proposed board membership to confirm compliance with applicable laws and policies. Potential conflicts of interest, if any, will be referred to the Chairman of the Board for review.

Throughout the year, the Nominating, Corporate Governance and Sustainability Committee monitors the service of our Directors on boards and board committees of other companies, to assess the potential impact of holding multiple positions on the individual Director’s ability to devote sufficient time and attention to his or her duties as a Director of Innospec.

CodeofConduct

The Board has adopted a Code of Conduct, violations of which may be reported to the Chair of the Nominating, CorporateGovernanceandSustainabilityCommitteeortheCorporateSecretary.ThisCodeofConductisintendedto promote,amongotherthings,honestandethicalconduct,fullandaccuratereportingandcompliancewithapplicable laws and regulations. A copy of the Code of Conduct is available on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

SupplierCodeofConduct

Innospecbelievesthathonestandtransparentbusinessconductisvitalandiscommittedtoethicalbusinesspractices and actively enforcing compliance with all applicable laws, regulations and rules. We have therefore adopted a Supplier Code of Conduct, pursuant to which our suppliers are required to comply with all applicable laws, rules andregulations,includingthoserelatedtobusinessintegrity,humanrightsandsafety,healthandtheenvironment. Innospec engages EcoVadis to conduct corporate social responsibility risk assessments of key suppliers and those operatingoutofhigh-risklocations.Amongotherthings,EcoVadisassessmentsallowustoevaluatesupplierpolicies andactionstakenbythesupplierandtoidentifyfurtheractionsrequiredtoenforcecompliancewithinternationally recognized human rights standards and fair labor practices.

We also have an internal protocol to support our review of, and response to, concerns raised regarding our supply chain.Innospecmayinvokesanctionsagainstsuppliers,uptoandincludingterminationofthebusinessrelationship, if they violate modern slavery laws.

AcopyoftheSupplierCodeofConductisavailableonourwebsiteunder“SupplierRelations”at:
https://innospec.com/about-us/supplier-relations/.

RaisingIssuesandReportingViolations

Innospec’s employees, customers, suppliers and other stakeholders play a critical role in establishing, promoting and upholding a culture of compliance. An integral part of that culture is the creation of an environment in which concerns regarding unlawful, fraudulent or unethical matters may be raised without fear of retaliation. Innospec’s employees, customers, suppliers and other stakeholders may report concerns via several mechanisms which are outlined in our Reporting Corporate Governance Concerns Policy (for employees) and Third-Party Notice (for customers, suppliers and other stakeholders) and include a whistleblowing hotline, EthicsPoint. A copy of our Reporting Corporate Governance Concerns Third-Party Notice can be found on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

NoRetaliationonReportingIssuesorViolations

OurReportingCorporateGovernanceConcernsPolicystatesthatInnospecwillnotretaliateagainstanypersonwho acts in good faith to report Concerns or helps to investigate or resolve Concerns, including individuals who make reports, conduct investigations, are interviewed as witnesses or provide evidence. Innospec will not tolerate any form of retaliation against any person who reports or helps to investigate or resolve Concerns. Any employee who displaysretaliatorybehaviorsmaybesubjecttodisciplinaryaction,uptoandincludingterminationofemployment. Any customer, supplier or other stakeholder who displays these behaviors may have their contract or relationship with Innospec terminated.

StockTradingPolicy

WehaveadoptedaStock Trading Policythatprovidesrestrictionson,andguidelinesfor,tradingCompanysecurities, or the securities of any other company while in possession of material non-public information. The Stock Trading Policyappliestoallofourofficers,directors,employees,contractorsandagents.WebelievetheStockTradingPolicy isreasonablydesignedtopromotecompliancewithinsidertradinglaws,rulesandregulations,andapplicablelisting standards.Inaddition,itisthepolicyoftheCompanytocomplywithallapplicablesecuritieslawsandregulations.A copy of our Stock Trading Policy is filed with our Annual Report on Form 10-K.

Anti-HedgingPolicy

Our Stock Trading Policy contains an anti-hedging provision that prohibits directors, officers and employees from hedging any stock, share or other securities issued by Innospec (including through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactionsthathedgeoroffset,oraredesignedtohedgeoroffset,anydecreaseinthemarketvalueofanystock, share or other securities issued by the Company.

Anti-Pledging Policy

OurStockTradingPolicycontainsaprovisionthatprohibitsdirectors,officersandemployeesfromholdinganystock, share or other securities issued by the Company in a margin account, or from otherwise pledging such securities as collateralforaloan,unlessthepersonobtainsapprovalinadvancefromtheNominating,CorporateGovernanceand SustainabilityCommittee.Noapprovalwillbegrantedunlessthatpersonclearlydemonstratesthefinancialcapacity to repay the loan (which must not constitute margin debt) without resorting to the pledged securities (pledges arising from certain types of hedging transactions are governed by the anti-hedging policy described above).

CopiesofCodeofConduct,CorporateGovernanceGuidelinesandCommitteeCharters

Copies of our Code of Conduct, Corporate Governance Guidelines and each of the Board Committee charters can be accessed via the Company’s website under “Corporate Governance” at: https://innospec.com/about-us/corporate-governance. The Company intends to disclose on this section of its website any amendments to, or waivers from, its Code of Conduct that are required to be publicly disclosed pursuant to the rules of the SEC or Nasdaq.

CommunicationswithOurBoard

Any stockholder and other interested person who may desire to contact the Chairman or any of the Directors of Innospec may do so via the following e-mail address: [email protected], or by writing to them at InnospecInc.,8310SouthValleyHighway,Suite350,Englewood,CO80112.TheCorporateSecretarywill review communications received electronically and forward them to the addressee of the communication.TheCorporateSecretarywillreviewthecommunicationsreceivedbymailorcourierandforwardto the appropriate addressee.

BoardCommittees

TheBoardmaintainsthefollowingcommitteestoassistitindischargingitsoversightresponsibilities.TheBoardhas determinedthateachmemberofthefollowingcommitteesisanindependentdirector.Thecurrentmembershipof each committee is:

*InthecaseofMr.Landless,theBoardmadethisdeterminationbasedonMr.Landless’squalificationasacharteredmanagementaccountantandhispreviousexperienceasGroupFinanceDirectorofBodycoteplc.andbeforethat,FinanceDirectorofCourtauldsCoatings(Holdings)Limited.HealsohaddirectexperienceasChairandmemberoftheAuditCommitteeofLuxferHoldingsplc.aswellasAuditCommitteeChairof Renold plc.

InthecaseofMs.Arnold,theBoardmadethisdeterminationbasedonMs.Arnold’squalificationsandpreviousexperienceasChiefFinancialOfficer of Houghton International, Chief Financial Officer of Physiotherapy Associates and Chief Financial Officer of Tyco Flow Control andbefore that Chief Financial Officer of GE Silicones General Electric. Ms. Arnold also has experience as Audit Committee Chair at FreightCarAmericaInc.

**TheAuditCommitteecomprisedatleastthreemembersatalltimesduring2025,asrequiredbyourAuditCommittee Charter.

BoardandCommitteeSelf-Evaluations

Eachyear,theNominating,CorporateGovernanceandSustainabilityCommitteeoverseestheBoard,Committeeand Director self-evaluation process.

Theannualevaluationprocessisasfollows:

StockholderEngagement

In 2025 Innospec participated in five investor conferences and two non-deal-roadshows. This included multiple engagementswiththemajorityofourlargestactivestockholders,representingintheaggregatemorethanone-third of our outstanding stock, during the year. Where beneficial, we continued to leverage virtual meeting tools.

TheCompanywasrepresentedbyaminimumoftwo,andoftenthreeoftheseniorexecutivescomprisingtheCEO,CFO andSeniorVicePresident,CorporateDevelopmentandInvestorRelations.Duringtheyear,severalupdatedversions ofourinvestorpresentationwereproducedcoveringbusinessperformance,strategyandfinancialmanagementof the Company. Concurrent with each update, the presentation was uploaded to the Company’s website so that all investors had access to the same information.

The Company’s senior management team also engaged with investors and analysts in the period soon after the release of quarterly results to discuss those quarterly results.

Along with business performance, market conditions, capital allocation plans and strategy, other issues were discussed as raised by investors.

SUSTAINABILITY

OurStrategicApproachtoSustainability

Asaglobalspecialtychemicalcompany,Innospecunderstandsthatthewayweconductourbusinessisessentialto the long-term success of Innospec. Our sustainability strategy is broken down into three key areas:Environmental, Social and Governance. We focus our actions in areas where we can have the most impact on the long-term future ofourbusiness.Webelievethisapproachreflectsourstakeholders’prioritiesanddemonstratesourcommitmentto striving to grow our business in what we believe to be a sustainable and socially responsible manner.

SustainabilityGovernance

Innospec’s sustainability governance structure features standalone sustainability teams for each of our businesses reportingintoanExecutiveSustainabilitySteeringGroup.TheExecutiveSustainabilitySteeringGroupcomprisesour CEO and senior business leaders and is responsible for developing, resourcing and making decisions on Innospec’s sustainability strategy, targets and objectives. This group meets and reports, on a quarterly basis, directly to our Board’s Nominating, Corporate Governance and Sustainability Committee who have oversight of sustainability strategy,objectivesandprogress.Inadditiontothis,thefullBoardisbriefedannuallyonoursustainabilityprogress, strategy, and future direction. Our VP Global Regulatory Compliance and Sustainability is responsible for leading Innospec’ssustainabilitystrategy,implementationandcontinuedexecution.Ourdedicatedsustainabilityteamsfor our three business units focus on specific issues relevant to their customers and markets.

SustainabilityPerformanceHighlightsfromour2024SustainabilityReport

WorkingtowardstheUNSustainableDevelopmentGoals

Innospec recognizes that the private sector plays an important role in advancing the United Nations Sustainable Development Goals (“SDGs”) which address the world’s most pressing economic, social and environmental challenges. In 2024, we conducted a review of our activities, mapping them against the SDGs and found that we directly contribute to 14 of the goals. Of these we have identified five that align most closely to our operations; QualityEducation,AffordableandCleanEnergy,DecentWorkandEconomicGrowth,ResponsibleConsumptionand Production,andLifeonLand.TheUNSDGshavebeenusedtoguideourmaterialityassessmentandtheevolutionof ourSustainabilitystrategyandagenda.Wewillcontinuetoevolveourexistingsustainabilityinitiativestomaximize our contribution.

CorporateSocialResponsibilityReporting

As part of Innospec’s ongoing commitment to being open and transparent around our performance, our latest2024SustainabilityReportwasindependentlyassessedtoamoderatelevelofassurance,tothegloballyrecognized AccountAbility’s AA1000 Assurance Standard 2018.

The 2024 Sustainability Report, along with further information on our Sustainability program and performance, is available at https://innospecsustainability.com, but does not constitute part of, and is not incorporated by reference into, this Proxy Statement.

HUMANCAPITALMANAGEMENT

CoreValues&Culture

Ourcorevaluesare:

Responsible Growth:Financial stability and growth are essential to maintain our goal of making a positive contributiontowardsamoresustainablefuture.Generatingeconomicbenefitsforouremployees,stockholders,and localcommunities—encouragingongoinginnovationinourproductportfolioalongsideexcellentcustomerservice, financial stability and responsible growth, will allow our business to be competitive and sustainable.

CaringforPeople:Westrivetocreateasafeandcaringculturewhereouremployeesaresupportedandencouraged to make positive contributions. Our continued success depends on keeping people safe, promoting a healthy lifestyle, protecting human rights, improving education, training and maintaining good relations with our neighbors.

Conserving&ProtectingtheEnvironment:Weaimtouseresourcesasefficientlyaspracticableandminimizingthe impact of our operations on the environment. We look to supply safe, sustainable products, designed to meet the needs of society now and in the future while minimizing their environmental impact.

Leading by Example:We understand that honest, ethical and transparent conduct is vital to our success and reputation.Everyemployeeplaysanessentialpartincomplyingwithlocalandnationallaws,rulesandregulations. We uphold a high standard of corporate and business integrity across all of our activities.

AtInnospec,weencourageourpeopletoaspiretoaculturethatis:

Confident

Weknowwhatisexpectedofusandtakeresponsibilityforourownworkload.Weassumeresponsibilityformaking decisionsandareflexibleinourdealingswithpeople.Wetakeadditionalresponsibilitytomeetcustomerneedsand enhance performance.

Informed

We take pride in being good at what we do and actively seek to enhance our knowledge and skills to help improve performance. We use our expertise co-operatively to meet customer needs and enhance our performance. We respect each other and listen carefully to understand others’ points of view.

Clear

As an organization, we are open and transparent. We encourage and welcome feedback and we support people to deal with any unwelcome messages.

Innovative

Our people are forward thinking and inspired. We enjoy challenges and encourage new ideas. We seek continual improvement, and care about treating people well through periods of change.

Dynamic

We are performance driven, enthusiastic and quick to respond. We set clear targets and objectives and take satisfactioninachievingthem.Wewanttobepartofasuccessfulteamandbusiness,andwemakedecisionsquickly and implement them.

EmployeeEngagement

AttractingTalent.Webelieveourhardworkingteamofemployeesisourgreatestasset.Weemployapproximately 2,469 people across 23 countries, and we believe that the skills, commitment and enthusiasm of our employees helps us to deliver long-term growth for investors.

InadditiontoourCompanywideperformanceincentiveplans,weencourageouremployeestoshareinthelong-term successofourCompanywithincentiveprograms,suchasourGlobalSharesaveplan.Thisplangivesemployeesthe opportunitytoparticipateinasavingsplanlinkedtoanoptiontobuysharesinInnospecatadiscountand,therefore, benefitfromanygrowthinthesharepriceoverthesavingsperiod.Wealsoprovidearangeofotherbenefitsinline with the market practice in each location we operate in, including insurance and pension arrangements.

Performance Management Framework. We conduct an annual performance management process across the organization. Together with their line managers, employees agree upon annual objectives, and, at the end of the year, review with their line manager their performance against those objectives and their overall performance.The results of each annual performance review affect performance bonus amounts, pay, adjustment and career advancement decisions.

SeniorLeadershipCommunicationsandTransparency.Weactivelyseekopportunitiesforregularengagementand communication by our CEO and other Senior Executives with our broader employee population. Communications are through a variety of means including written communications, webcasts and conference calls. For example, we holdaCEOCallatleastonceayear,duringwhichtheCEOandCFOdiscusscurrentissuesanddevelopmentsin the business, including a Q&A session answering questions raised by employees. The CEO Call is accessible to all employeesacrosstheCompany.InadditiontotheCEOCalls,eachfinancialquarter,followingthequarterlyfinancial results announcement, the CEO and CFO provide a written review of the financial results to all employees.

DiversityandInclusion

Innospec aims to attract and retain the best people by making employment decisions that are based on merit, performance, ability, and contribution to the Company. As part of our Global HR Policies, our diversity and equal opportunities policy means that current and prospective employees receive equal opportunities irrespective of sex