Ingevity Corp (NGVT) SVP has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Ingevity Corp senior vice president and general counsel Ryan C. Fisher reported a routine tax-related share disposition. The company withheld 168 shares of common stock at $73.86 per share to satisfy tax obligations on 2024 RSUs that vested.

After this withholding, Fisher directly holds 18,431 shares of Ingevity common stock, indicating the transaction is small relative to his overall position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fisher Ryan C.

Role SVP, Gen. Counsel & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	168	$73.86	$12K

Holdings After Transaction: Common Stock — 18,431 shares (Direct, null)

Footnotes (1)

1. Shares withheld by the Company to satisfy tax withholding obligations related to the 2024 RSUs that vested. Includes (i) 329 shares of Common Stock purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, as amended ("ESPP") for the purchase period of January 1, 2026 to March 31, 2026 (the "March ESPP Shares"), and (ii) 76 shares of Common Stock purchased pursuant to the ESPP for the purchase period of April 1, 2026 to June 30, 2026 (the "June ESPP Shares"). In accordance with the terms of the ESPP, the March ESPP Shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on December 31, 2025 and the June ESPP Shares were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on April 1, 2026.

Key Figures

Shares withheld for taxes: 168 shares Tax withholding share value: $73.86 per share Shares held after transaction: 18,431 shares +2 more

5 metrics

Shares withheld for taxes 168 shares Tax withholding on 2024 RSUs that vested

Tax withholding share value $73.86 per share Value used for withheld shares

Shares held after transaction 18,431 shares Direct common stock ownership after withholding

ESPP March 2026 shares 329 shares Purchased under ESPP for Jan 1–Mar 31, 2026

ESPP June 2026 shares 76 shares Purchased under ESPP for Apr 1–Jun 30, 2026

Key Terms

RSUs, tax withholding obligations, Employee Stock Purchase Plan, ESPP

4 terms

RSUs financial

"tax withholding obligations related to the 2024 RSUs that vested"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"Shares withheld by the Company to satisfy tax withholding obligations"

Employee Stock Purchase Plan financial

"purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

ESPP financial

"purchased pursuant to the ESPP for the purchase period"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/08/2026 - 05:08 PM Accepted by SEC EDGAR 07/08/2026 - 05:07 PM Learn about SEC filing dates

FAQ

What insider transaction did Ingevity (NGVT) report for Ryan C. Fisher?

Ingevity reported that Ryan C. Fisher had 168 shares of common stock withheld by the company at $73.86 per share. This was to cover tax obligations from 2024 RSUs that vested, rather than an open-market sale of shares.

Was the Ingevity (NGVT) Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not a market sale. The company withheld 168 shares to satisfy Fisher’s tax obligations arising from vested 2024 RSUs, a common administrative mechanism rather than a discretionary trading decision.

How many Ingevity (NGVT) shares does Ryan C. Fisher hold after the transaction?

Following the tax-withholding transaction, Ryan C. Fisher directly holds 18,431 shares of Ingevity common stock. This indicates the 168 shares withheld for taxes are small relative to his remaining stake, suggesting a routine administrative adjustment.

What price per share was used for the Ingevity (NGVT) tax-withheld shares?

The 168 Ingevity shares withheld to cover taxes were valued at $73.86 per share. This price is used to determine the value of shares applied toward Fisher’s tax obligation associated with the vesting of his 2024 restricted stock units.

What does the Ingevity (NGVT) Form 4 say about Fisher’s ESPP purchases?

A footnote states Fisher’s holdings include 329 shares purchased under the employee stock purchase plan for January–March 2026 and 76 shares for April–June 2026. Each group was bought at 85% of the applicable closing stock price on the plan’s reference dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fisher Ryan C.

(Last) (First) (Middle)

C/O INGEVITY CORPORATION

4920 O'HEAR AVE, SUITE 400

(Street)

NORTH CHARLESTON SOUTH CAROLINA 29405

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ingevity Corp [ NGVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Gen. Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/06/2026		F		168(1)	D	$73.86	18,431(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the Company to satisfy tax withholding obligations related to the 2024 RSUs that vested.

2. Includes (i) 329 shares of Common Stock purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, as amended ("ESPP") for the purchase period of January 1, 2026 to March 31, 2026 (the "March ESPP Shares"), and (ii) 76 shares of Common Stock purchased pursuant to the ESPP for the purchase period of April 1, 2026 to June 30, 2026 (the "June ESPP Shares"). In accordance with the terms of the ESPP, the March ESPP Shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on December 31, 2025 and the June ESPP Shares were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on April 1, 2026.

Remarks:

	Ryan C. Fisher By: Mavis Huger as Attorney-in-Fact	07/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)