Ingevity (NGVT) director granted 397 deferred stock units in lieu of fees

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingevity Corp director Kevin J. Willis reported an award of 397 shares of common stock-equivalent deferred stock units, valued using a reference price of $72.58 per share. Following this grant, his directly owned and deferred stock unit-equivalent holdings total 11,478 shares.

These units represent vested deferred stock units received in lieu of quarterly director fees. Under Ingevity’s Amended and Restated Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan, the units will convert into an equal number of common shares when his board service ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WILLIS J KEVIN

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	397	$72.58	$29K

Holdings After Transaction: Common Stock — 11,478 shares (Direct, null)

Footnotes (1)

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Key Figures

Deferred stock units granted: 397 units Reference price per unit: $72.58 per share Holdings after transaction: 11,478 shares +1 more

4 metrics

Deferred stock units granted 397 units Award of common stock-equivalent DSUs to director

Reference price per unit $72.58 per share Valuation used for the DSU grant

Holdings after transaction 11,478 shares Total direct and equivalent holdings after grant

Transaction code A (grant/award acquisition) Form 4 non-derivative transaction classification

Key Terms

deferred stock units, Non-Employee Director Deferred Compensation Plan, 2025 Omnibus Incentive Plan, Grant, award, or other acquisition

4 terms

deferred stock units financial

"Represents vested deferred stock units ("DSUs") granted pursuant to the reporting person's election"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Non-Employee Director Deferred Compensation Plan financial

"pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan"

2025 Omnibus Incentive Plan financial

"and 2025 Omnibus Incentive Plan, as amended"

An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:24 PM Accepted by SEC EDGAR 07/02/2026 - 04:23 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^*

WILLIS J KEVIN

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
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	07/01/2026		A		397⁽¹⁾	A	$72.58	11,478	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. Represents vested deferred stock units ("DSUs") granted pursuant to the reporting person's election to receive DSUs in lieu of quarterly director fees. These DSUs will settle into an equal number of shares of the Company's Common Stock upon the reporting person's termination of board service pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan, as amended.

Remarks:

	J. Kevin Willis By: Mavis Huger as Attorney-in-Fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ingevity (NGVT) director Kevin J. Willis report?

Kevin J. Willis reported receiving 397 deferred stock units tied to Ingevity common stock. The units were granted as a form of director compensation and are valued using a reference price of $72.58 per share under the company’s compensation plans.

Was the Ingevity (NGVT) Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a grant of 397 deferred stock units, not an open-market purchase. These units were awarded in lieu of quarterly director fees under Ingevity’s non-employee director deferred compensation and 2025 omnibus incentive plans.

How many Ingevity (NGVT) shares does Kevin J. Willis hold after this grant?

After the reported grant, Kevin J. Willis is shown holding 11,478 shares or share-equivalent units of Ingevity common stock. This total includes the newly awarded 397 deferred stock units reported in the latest Form 4 filing.

At what price were the Ingevity (NGVT) deferred stock units valued in the grant?

The 397 deferred stock units were valued using a reference price of $72.58 per share. This price is used for reporting the grant on the Form 4 and reflects the award’s per-unit valuation for compensation purposes.

When will Kevin J. Willis receive Ingevity (NGVT) common stock for these deferred stock units?

The deferred stock units will convert into an equal number of Ingevity common shares upon Kevin J. Willis’s termination of board service. This settlement timing is governed by the company’s Amended and Restated Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.