Ingevity (NGVT) SVP Ryan Fisher awarded shares, stock withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingevity Corp senior vice president and general counsel Ryan C. Fisher reported equity compensation activity involving company common stock. On February 26, 2026, he acquired 192 shares at a stated price of $0.00 per share from the vesting and settlement of performance-based restricted stock units. On the same date, the company withheld 94 shares at a price of $70.52 per share to cover tax obligations related to this vesting. After these transactions, Fisher directly owned 15,393 shares of Ingevity common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fisher Ryan C.

Role SVP, Gen. Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	192	$0.00	--
Tax Withholding	Common Stock	94	$70.52	$7K

Holdings After Transaction: Common Stock — 15,487 shares (Direct)

Footnotes (1)

The Talent and Compensation Committee of the Company's board of directors certified the attainment of performance goals for certain performance-based restricted stock awards ("PSUs") effective February 26, 2026. The PSUs were settled with shares of common stock. Includes (i) 425 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 July 1, 2025 to September 30, 2025 (the "September ESPP Shares"), and (ii) 112 shares of Common Stock purchased pursuant to the ESPP for the purchase period of October 1, 2025 to December 31, 2025 (the "December ESPP Shares"). In accordance with the terms of the ESPP, the September ESPP Shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on July 1, 2025 and the December ESPP Shares were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on October 1, 2025. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 26, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 04:47 PM

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

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, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		A		192⁽¹⁾	A	$0	15,487⁽²⁾	D
Common Stock	02/26/2026		F		94⁽³⁾	D	$70.52	15,393	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Talent and Compensation Committee of the Company's board of directors certified the attainment of performance goals for certain performance-based restricted stock awards ("PSUs") effective February 26, 2026. The PSUs were settled with shares of common stock.

2. Includes (i) 425 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 July 1, 2025 to September 30, 2025 (the "September ESPP Shares"), and (ii) 112 shares of Common Stock purchased pursuant to the ESPP for the purchase period of October 1, 2025 to December 31, 2025 (the "December ESPP Shares"). In accordance with the terms of the ESPP, the September ESPP Shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on July 1, 2025 and the December ESPP Shares were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on October 1, 2025.

3. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 26, 2026.

Remarks:

	Ryan C. Fisher By: Mavis Huger as Attorney-in-Fact	03/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ingevity (NGVT) disclose for Ryan C. Fisher?

Ingevity disclosed that Ryan C. Fisher received a grant of 192 shares of common stock tied to performance-based restricted stock units and had 94 shares withheld by the company to cover taxes, all dated February 26, 2026, leaving him with 15,393 directly owned shares.

Was the Ingevity (NGVT) Form 4 transaction a buy or a sale?

The Form 4 reflects a mix of acquisition and disposition. Fisher acquired 192 shares through a grant tied to performance-based awards, while 94 shares were disposed of as tax withholding by the company, with no open-market buying or selling reported in this filing.

How many Ingevity (NGVT) shares does Ryan C. Fisher own after this Form 4?

After the reported equity award and tax withholding, Ryan C. Fisher directly owns 15,393 shares of Ingevity common stock. This total reflects both the 192-share grant from performance-based units and the 94 shares withheld to satisfy related tax obligations on February 26, 2026.

What price was used for the tax withholding shares in the Ingevity (NGVT) Form 4?

For the tax withholding, 94 shares of Ingevity common stock were valued at $70.52 per share. These shares were withheld by the company to satisfy tax obligations associated with performance-based restricted stock units that vested and were settled in stock on February 26, 2026.

What triggered the equity grant reported in Ingevity (NGVT) insider filing?

The equity grant resulted from the Talent and Compensation Committee certifying attainment of performance goals for certain performance-based restricted stock awards. These performance stock units were then settled in Ingevity common shares, leading to Fisher’s acquisition of 192 shares reported in the Form 4.

Does the Ingevity (NGVT) Form 4 show open-market trading by Ryan C. Fisher?

The Form 4 does not show open-market trading. It reports a stock grant of 192 shares from performance-based awards and a 94-share tax withholding transaction by the company, rather than discretionary market purchases or sales by Fisher.