NGVT director RSU withholding reduces holdings to 35,978 shares

Rhea-AI Filing Summary

Ingevity Corp (NGVT) director Luis Fernandez-Moreno reported a sale and adjustments to his holdings tied to restricted stock units. On 10/02/2025 he disposed of 6,004 shares of common stock at $56.31, leaving him with 35,978 shares beneficially owned after the transaction. The filing explains the sale and ownership change arose from RSU activity: shares were withheld to satisfy tax withholding for RSUs that vested on 10/02/2025, and 11,123 RSUs were forfeited because his interim CEO role ended before the one-year anniversary of that RSU grant.

The Form 4 was filed as an individual report and bears a signature submitted by an attorney-in-fact on behalf of Mr. Fernandez-Moreno on 10/06/2025. The disclosure presents a routine insider tax-withholding sale and a forfeiture tied to termination of an interim executive role; both items materially change the director's reported holdings but do not allege any misconduct.

Positive

• Timely SEC disclosure filed and signed showing compliance with reporting rules
• Tax-withholding sale indicates RSUs vested and were settled through share withholding rather than unexplained open-market liquidation

Negative

• Forfeiture of 11,123 RSUs reduced the reporting person's potential equity stake following termination of the interim CEO role
• Director's beneficial ownership declined to 35,978 shares after the withholding and forfeiture events

Insights

Corporate Governance Expert

TL;DR: Insider sale reflects tax-withholding on vested RSUs and forfeiture after role termination.

The reported 6,004-share disposal at $56.31 aligns with common practice of withholding shares to cover tax obligations when restricted stock units vest on 10/02/2025. That mechanism reduces the director's net share count without an open-market cash purchase or voluntary sale to raise funds.

The forfeiture of 11,123 RSUs due to ending the interim CEO role before the one-year anniversary is a contractual outcome that lowered beneficial ownership to 35,978 shares. Monitor public disclosures for any separate employment or severance terms if additional compensation details are later reported within the normal SEC filing cadence.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FERNANDEZ-MORENO LUIS M

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,004	$56.31	$338K

Holdings After Transaction: Common Stock — 35,978 shares (Direct)

Footnotes (1)

1. Shares withheld by the Company to satisfy tax withholding obligations for the 2024 grant of restricted stock units ("RSUs") related to the reporting person's service as the Company's Interim President and CEO ("Interim CEO") that vested on October 2, 2025. Total reflects the forfeiture of 11,123 RSUs by the reporting person due to the termination of his role as Interim CEO prior to the one-year anniversary of the related RSU grant.

Form 4 Insider Transactions: What Each Field Means →

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^*

FERNANDEZ-MORENO LUIS M

(Last) (First) (Middle)

4920 O'HEAR AVE

SUITE 400

(Street)

NORTH CHARLESTON SC 29405

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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

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

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

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	10/02/2025		F		6,004(1)	D	$56.31	35,978(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 for the 2024 grant of restricted stock units ("RSUs") related to the reporting person's service as the Company's Interim President and CEO ("Interim CEO") that vested on October 2, 2025.

2. Total reflects the forfeiture of 11,123 RSUs by the reporting person due to the termination of his role as Interim CEO prior to the one-year anniversary of the related RSU grant.

Remarks:

	Luis Fernandez-Moreno By: Mavis G. Huger as Attorney-in-Fact	10/06/2025
	** 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.

FAQ

What did the Form 4 for Ingevity (NGVT) report on 10/02/2025?

The Form 4 shows the reporting person disposed of 6,004 shares at $56.31 due to withholding for vested RSUs and now beneficially owns 35,978 shares.

Why were 11,123 RSUs forfeited in the NGVT Form 4?

The filing states the 11,123 RSUs were forfeited because the reporting person ended his role as Interim CEO before the one-year anniversary of the RSU grant.

Was the share disposal in the NGVT Form 4 an open-market sale?

No; the filing identifies the transaction as share withholding to satisfy tax withholding obligations for vested RSUs that vested on 10/02/2025.

Who signed the NGVT Form 4 and when was it filed?

The Form 4 was signed by Mavis G. Huger as attorney-in-fact for Luis Fernandez-Moreno and dated 10/06/2025.