Ingevity (NYSE: NGVT) to cut board to 9 as two founding directors exit

Rhea-AI Filing Summary

Ingevity Corporation announced planned board transitions tied to its 2026 Annual Meeting of Stockholders. Founding directors Daniel F. Sansone and Jean S. Blackwell will not stand for re-election; Sansone is stepping down under the board’s mandatory retirement age policy, while Blackwell is concluding a decade of service that included time as board chair.

The company states that these decisions are part of normal board refreshment and are not due to any disagreement regarding operations, policies or practices. Following the meeting, Ingevity plans to reduce the size of its board from 11 to 9 members to align governance with its future scope and strategic direction.

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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

February 17, 2026

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						o

_____________________________________________________________________________________________________

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 17, 2026, Jean S. Blackwell informed the Nominating & Governance Committee of the Board of Directors (the “Board”) of Ingevity Corporation (the “Company”) that she will not stand for election at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Ms. Blackwell will continue to serve as a director through the date of the 2026 Annual Meeting. Her decision not to stand for election at the 2026 Annual Meeting did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.

Daniel F. Sansone will not stand for election at the 2026 Annual Meeting in accordance with the retirement age policy included in the Company’s Corporate Governance Guidelines.

Upon the recommendation of the Nominating & Governance Committee of the Board, on February 17, 2026, the Board approved a decrease in the size of the Board to nine directors effective as of the date of the 2026 Annual Meeting.

A copy of the press release announcing the changes to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.			Description of Exhibit
99.1			Press release dated February 23, 2026.
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: February 23, 2026

Exhibit 99.1

						Ingevity Corporation 4920 O'Hear Avenue Suite 400 North Charleston, SC 29405 USA www.ingevity.com
News						Contact: Caroline Monahan 843-740-2068 media@ingevity.com
						Investors: Surabhi Varshney 843-740-2002 investors@ingevity.com

Ingevity announces upcoming board transitions

Founding directors Daniel F. Sansone and Jean S. Blackwell to conclude board service at the 2026 Annual Meeting

NORTH CHARLESTON, S.C., Feb. 23, 2026 - Ingevity Corporation (NYSE:NGVT) today announced that two long-serving directors, Daniel F. Sansone and Jean S. Blackwell, will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders.

Sansone, a founding director since Ingevity became a public company in 2016, is ending his service at the annual meeting in accordance with the board’s mandatory retirement age policy. Blackwell, also a founding director, will conclude her tenure at the annual meeting following ten years of service. She previously served as chair of the board and provided essential leadership during a pivotal phase of the company’s transformation.

These board actions are in the normal course of board refreshment and do not result from any disagreement with Ingevity on any matter. In connection with these changes, and consistent with Ingevity’s ongoing portfolio optimization, the current 11-member board will be resized to 9 members following the annual meeting to align governance with the company’s future scope and strategic direction.

“Ingevity has benefitted immensely from Dan’s and Jean’s judgment, independence and dedication, beginning with their service as founding directors in 2016,” said Ingevity Chair of the Board, Bruce Hoechner. “Jean’s leadership as chair was essential in supporting the company’s evolution, providing important guidance and focus during a period of meaningful transformation. Dan’s counsel and governance rigor have been invaluable across cycles. On behalf of the entire board, I thank them both for their exemplary service.”

“We are charting a clear path forward for Ingevity, centered on focus, discipline and long-term value creation,” said Ingevity President and Chief Executive officer, Dave Li. “Our recent actions to streamline the organization and align our portfolio are important steps in that journey and the board’s planned resizing is consistent with that direction. Jean and Dan have been trusted advisors throughout this transition, and we are grateful for their leadership and for the strong foundation they helped establish.”

Ingevity will file a Current Report on Form 8‑K with the U.S. Securities and Exchange Commission reflecting these matters.

Ingevity: Purify, Protect and Enhance Ingevity (NYSE: NGVT) is a global specialty materials company that develops advanced carbon and engineered material solutions that improve mobility, strengthen and extend the life of infrastructure and enhance industrial processes. With a 90 year legacy of innovation, we work closely with customers to solve technical challenges and deliver materials that improve performance and environmental outcomes in essential applications. Our portfolio includes Performance Materials activated carbon technologies for emissions control and filtration, Performance Chemicals solutions that support efficient agriculture and high performance pavement systems and Advanced Polymer Technologies specialty polymers for coatings and industrial applications. Headquartered in North Charleston, South Carolina, Ingevity operates from 24 locations worldwide and employs approximately 1,500 people. Learn more at ingevity.com.

FAQ

What board changes did Ingevity (NGVT) announce for the 2026 Annual Meeting?

Ingevity announced that founding directors Daniel F. Sansone and Jean S. Blackwell will not stand for re-election at the 2026 Annual Meeting. Their planned departures are part of normal board refreshment and will be accompanied by reducing the board size from 11 to 9 members.

Why is Ingevity director Daniel F. Sansone leaving the NGVT board?

Daniel F. Sansone is ending his Ingevity board service at the 2026 Annual Meeting under the board’s mandatory retirement age policy. He has served as a founding director since Ingevity became a public company in 2016, providing long-term governance oversight during the company’s development.

Why is Ingevity director Jean S. Blackwell not standing for re-election?

Jean S. Blackwell will conclude her Ingevity board tenure after roughly ten years of service at the 2026 Annual Meeting. The company notes she is stepping down as part of routine board refreshment, after having previously served as board chair and helping guide a key phase of company transformation.

Are the Ingevity (NGVT) board departures due to any disagreement with the company?

The company states the decisions by Daniel F. Sansone and Jean S. Blackwell not to stand for re-election do not result from any disagreement with Ingevity. This includes no disputes regarding its operations, policies or practices, framing the changes as normal governance refreshment activity.

How will Ingevity’s board size change after the 2026 Annual Meeting?

Ingevity plans to reduce its board from 11 to 9 members following the 2026 Annual Meeting. The company links this resizing to ongoing portfolio optimization efforts and a desire to align its governance structure with future scope and strategic direction as it executes its business strategy.

How do these board changes fit into Ingevity’s broader strategy?

Ingevity connects the planned board transitions and resizing to its focus on portfolio optimization and strategic alignment. Management highlights a broader effort to streamline the organization, align the portfolio, and support a long-term value creation strategy with governance calibrated to the company’s future scope.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 8.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB