Ingevity (NGVT) finance SVP reports RSU grant and tax share withholdings

Rhea-AI Filing Summary

Ingevity Corp senior vice president of finance and chief accounting officer Phillip John Platt reported a mix of equity grants and tax-related share dispositions. On February 27, 2026, he acquired 2,108 restricted stock units under the 2025 Omnibus Incentive Plan, vesting in three equal installments on February 27, 2027, 2028, and 2029. On March 2, 2026, the company withheld a total of 1,070 common shares at $71.64 per share to cover tax obligations tied to vested RSUs from 2023, 2024, and 2025, reducing his directly owned common stock to 29,949 shares.

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

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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^*

PLATT PHILLIP JOHN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		2,108(1)	A	$0	31,019	D
Common Stock	03/02/2026		F		224(2)	D	$71.64	30,795	D
Common Stock	03/02/2026		F		407(3)	D	$71.64	30,388	D
Common Stock	03/02/2026		F		99(3)	D	$71.64	30,289	D
Common Stock	03/02/2026		F		340(4)	D	$71.64	29,949	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. Grant of restricted stock units ("RSUs") pursuant to the Ingevity Corporation 2025 Omnibus Incentive Plan, which will vest in three equal installments on February 27, 2027, 2028, and 2029.

2. Shares withheld by the Company to satisfy tax withholding obligations related to the 2023 RSUs that vested.

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

4. Shares withheld by the Company to satisfy tax withholding obligations related to the 2025 RSUs that vested.

Remarks:

	Phillip J. Platt By: Mavis Huger as Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transactions did Ingevity (NGVT) report for Phillip John Platt?

Ingevity reported that Phillip John Platt received 2,108 restricted stock units and had 1,070 common shares withheld to cover taxes on vested RSUs. These transactions adjusted, but did not eliminate, his direct common stock holdings.

How many Ingevity (NGVT) restricted stock units did Phillip John Platt receive?

Phillip John Platt received 2,108 restricted stock units under Ingevity’s 2025 Omnibus Incentive Plan. These RSUs vest in three equal installments on February 27, 2027, February 27, 2028, and February 27, 2029, aligning incentives with multi-year performance.

When do Phillip John Platt’s newly granted Ingevity (NGVT) RSUs vest?

The 2,108 restricted stock units granted to Phillip John Platt vest in three equal installments on February 27, 2027, February 27, 2028, and February 27, 2029. This schedule spreads the equity compensation over three future years.

Why were Ingevity (NGVT) shares disposed of in Phillip John Platt’s Form 4?

The Form 4 shows dispositions only for tax withholding. Ingevity withheld 1,070 common shares at $71.64 per share to satisfy tax obligations related to vested RSUs granted in 2023, 2024, and 2025, rather than open-market sales.

How many Ingevity (NGVT) shares does Phillip John Platt hold after these transactions?

After the reported grant and tax-withholding dispositions, Phillip John Platt directly owns 29,949 shares of Ingevity common stock. This figure reflects the final share balance following the March 2, 2026 tax-related share withholdings.

What transaction codes appear in Phillip John Platt’s Ingevity (NGVT) Form 4?

The Form 4 shows code A for the acquisition of 2,108 restricted stock units and code F for four tax-withholding dispositions. Code F indicates shares were withheld by the company to cover tax liabilities on vested restricted stock units.