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Ingevity (NGVT) director elects 1,904 deferred units instead of RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ingevity director Benjamin G. Wright received an equity grant in the form of deferred stock units. He was granted 1,904 deferred stock units in lieu of the annual non-employee director restricted stock unit grant, at no cash cost per unit. These units will vest on April 30, 2027 and will convert into the same number of Ingevity common shares after his board service ends, under the company’s Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan. Following this grant, he directly holds 11,948 shares.

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Insider Wright Benjamin G.
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,904 $0.00 --
Holdings After Transaction: Common Stock — 11,948 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Deferred stock units granted 1,904 units Grant of DSUs in lieu of annual director RSU award
Shares held after transaction 11,948 shares Direct Ingevity common stock holdings after DSU grant
Grant price per unit $0.0000 per unit Non-cash equity award as part of director compensation
Vesting date for DSUs April 30, 2027 Date when 1,904 deferred stock units vest
deferred stock units financial
"Represents a grant of deferred stock units ("DSUs") issued pursuant"
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.
annual non-employee director restricted stock unit grant financial
"in lieu of the annual non-employee director restricted stock unit grant"
Amended and Restated Non-Employee Director Deferred Compensation Plan financial
"pursuant to the issuer's Amended and Restated Non-Employee Director Deferred Compensation Plan"
2025 Omnibus Incentive Plan financial
"and 2025 Omnibus Incentive Plan"
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.
SEC Form 4
FORM 4UNITED 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*
Wright Benjamin G.

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026A1,904(1)A$011,948D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a grant of deferred stock units ("DSUs") issued pursuant to the reporting person's election to receive DSUs in lieu of the annual non-employee director restricted stock unit grant. These DSUs will vest on April 30, 2027 and will settle into an equal number of shares of the issuer's Common Stock upon the reporting person's termination of board service pursuant to the issuer's Amended and Restated Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.
Remarks:
Benjamin G. Wright By: Mavis G. Huger as Attorney-in-Fact05/01/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did Ingevity (NGVT) report for Benjamin G. Wright?

Ingevity reported that director Benjamin G. Wright received 1,904 deferred stock units as a grant. These units were taken in lieu of the normal restricted stock unit award and involve no cash payment, functioning as part of his non-employee director compensation package.

How many Ingevity shares does Benjamin G. Wright hold after this Form 4 grant?

After the reported grant, Benjamin G. Wright directly holds 11,948 Ingevity common shares. The 1,904 deferred stock units granted will later convert into an equal number of shares when his board service ends, adding to his overall equity exposure over time.

What are deferred stock units (DSUs) in Ingevity’s director compensation?

Ingevity’s deferred stock units are share-based awards that track common stock but settle later. For this grant, DSUs vest on April 30, 2027 and then convert into an equal number of common shares only when the director’s board service terminates, deferring receipt of stock.

When do Benjamin G. Wright’s 1,904 Ingevity deferred stock units vest?

The 1,904 deferred stock units granted to Benjamin G. Wright will vest on April 30, 2027. Vesting means the award is earned, but actual common shares are not issued until his board service ends, according to Ingevity’s deferred compensation and incentive plan terms.

Does Benjamin G. Wright pay cash for the 1,904 Ingevity deferred stock units?

No, the grant price per deferred stock unit is recorded as zero, so he does not pay cash for them. The award is part of his non-employee director compensation, replacing the usual restricted stock unit grant structure with deferred settlement in company shares.

Under which Ingevity plans were Benjamin G. Wright’s deferred stock units granted?

The deferred stock units were granted under Ingevity’s Amended and Restated Non-Employee Director Deferred Compensation Plan and its 2025 Omnibus Incentive Plan. These plans govern how director equity awards are granted, vest, and later settle into shares after board service concludes.