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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
December
8, 2025
Date
of Report (date of earliest event reported)

INGEVITY
CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37586 |
|
47-4027764 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 4920
O’Hear Avenue Suite 400 |
|
North
Charleston |
|
South
Carolina |
|
29405 |
| |
|
(Address
of principal executive offices) |
|
|
|
(Zip
code) |
Registrant’s
telephone number, including area code: 843-740-2300
Not
Applicable
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock ($0.01 par value) |
|
NGVT |
|
New York Stock Exchange |
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 ☐
ITEM
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Chief
Financial Officer Transition
On
December 8, 2025, Ingevity Corporation (“Ingevity” or the “Company”) announced that Mary Dean Hall, Executive
Vice President and Chief Financial Officer (“CFO”) of the Company, will transition from her current role, effective May 1,
2026. Following her transition from Executive Vice President and CFO, Ms. Hall will continue to support the Company in an advisory capacity
for a period of one year.
The
Company also announced that Phillip J. Platt, who currently serves as Senior Vice President, Finance and Chief Accounting Officer of
Ingevity, has been appointed as Ms. Hall’s successor as Senior Vice President and CFO and as a member of the executive leadership
team, effective May 1, 2026.
Biographical
Information
Mr.
Platt, age 44, joined Ingevity in 2015 as Chief Accounting Officer and Corporate Controller. Since joining the Company, Mr. Platt has
held other key finance leadership roles, including Vice President of Financial Planning and Business Transformation Lead, where he led
the implementation of the company’s global ERP system, while serving as the Company’s Chief Accounting Officer. Since becoming
Senior Vice President, Finance, in 2024, he has led the Financial Reporting and Analysis, Treasury, Investor Relations, and Business
Transformation teams in addition to his duties as the Company’s Chief Accounting Officer. Mr. Platt is a certified public accountant
and received a BBA, Accounting from Temple University. Mr. Platt’s experience in both overseeing global finance operations and
driving technology-enabled process enhancements positions him to guide the Company’s financial strategy and makes him well-suited
to support the Company’s long-term growth.
Mr.
Platt has no family relationships with any director or executive officer of Ingevity. There are no arrangements or understandings between
Mr. Platt and any other person pursuant to which Mr. Platt was selected as Senior Vice President and CFO of Ingevity.
Performance
Chemicals Leadership Transition
Also
on December 8, 2025, the Company announced that Richard White, Senior Vice President and President, Performance Chemicals, will depart
the Company on May 1, 2026. Prior to Mr. White’s departure, effective January 1, 2026, he will transition to a special projects
role.
ITEM
7.01. REGULATION fd DISCLOSURE
On
December 8, 2025, Ingevity issued a press release announcing the CFO and Performance Chemicals leadership transitions, as well as the
appointment of Clarence Reid Clontz, Jr. to the role of Senior Vice President, Operations.
A
copy of the press release announcing the leadership transitions from the Company referenced in this Current Report on Form 8-K (this
“Current Report”) is furnished as Exhibit 99.1 to this Current Report.
The
information furnished under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release, dated December 8, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
INGEVITY CORPORATION |
| |
|
(Registrant) |
| |
|
|
| |
By: |
/s/
Mary Dean Hall |
| |
|
Mary Dean Hall |
| |
|
Executive Vice President and Chief Financial Officer |
Date:
December 8, 2025