Ingevity (NGVT) HR chief awarded 3,621 shares, 550 withheld for tax

Rhea-AI Filing Summary

Ingevity Corp senior vice president and chief HR officer Terrance M. Dyer reported equity compensation and a related tax withholding transaction. He received a grant of 3,621 shares of common stock at $0.00 per share, tied to restricted stock units that vest in three equal installments on February 27, 2027, 2028, and 2029. To cover tax withholding on 2025 RSUs that vested, 550 shares were disposed at $71.64 per share. After these transactions, he directly holds 7,698 common 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

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^*

DYER TERRANCE M

(Last) (First) (Middle)

C/O INGEVITY CORPORATION

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, Chief HR Officer

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		3,621(1)	A	$0	8,248	D
Common Stock	03/02/2026		F		550(2)	D	$71.64	7,698	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 2025 RSUs that vested.

Remarks:

	Terrance M. Dyer 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).
** 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 insider transactions did Ingevity (NGVT) report for Terrance M. Dyer?

Ingevity reported that Terrance M. Dyer received 3,621 shares of common stock as an equity grant and had 550 shares withheld to satisfy tax obligations on vested RSUs. Following these transactions, he holds 7,698 shares of Ingevity common stock directly.

How many Ingevity (NGVT) shares were granted to Terrance M. Dyer and at what price?

Terrance M. Dyer was granted 3,621 shares of Ingevity common stock at a stated price of $0.00 per share. The grant represents restricted stock units awarded under the company’s 2025 Omnibus Incentive Plan and is part of his equity-based compensation package.

What is the vesting schedule for Terrance M. Dyer’s Ingevity (NGVT) RSU grant?

The restricted stock units granted to Terrance M. Dyer will vest in three equal installments on February 27, 2027, February 27, 2028, and February 27, 2029. This staggered vesting structure is designed to align executive incentives with longer-term company performance.

Why were 550 Ingevity (NGVT) shares disposed of in Terrance M. Dyer’s Form 4?

The 550 Ingevity shares were withheld by the company to satisfy tax withholding obligations associated with 2025 RSUs that vested. This is a tax-withholding disposition, not an open-market sale, and is reflected with transaction code F on the Form 4 filing.

How many Ingevity (NGVT) shares does Terrance M. Dyer own after these Form 4 transactions?

After the reported grant and tax-withholding disposition, Terrance M. Dyer directly owns 7,698 shares of Ingevity common stock. This total reflects the 3,621-share award and the 550 shares withheld to cover tax liabilities on vested restricted stock units.

What do the A and F transaction codes mean in Ingevity (NGVT) insider filings?

In this Ingevity filing, code A represents an acquisition through a grant or award of shares, specifically 3,621 shares granted. Code F indicates a disposition of 550 shares to pay the exercise price or tax liability, here used for withholding taxes on vested RSUs.