Ingevity (NGVT) SVP granted RSUs as shares withheld for taxes

Rhea-AI Filing Summary

Ingevity Corp senior vice president of operations Clarence Reid Clontz Jr. reported equity compensation changes. He acquired 2,343 shares of common stock on a grant or award basis at $0.00 per share, tied to restricted stock units under the Ingevity Corporation 2025 Omnibus Incentive Plan that will vest in three equal installments on February 27, 2027, 2028, and 2029. He also had several small tax-withholding dispositions on March 2, 2026, where 143, 264, 49, and 270 shares of common stock were withheld by the company at $71.64 per share to satisfy tax obligations related to 2023, 2024, and 2025 RSUs that vested. Following these transactions, his directly owned common stock holdings were reported in the 9,000–9,700 share range after each step.

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

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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^*

Clontz Clarence Reid Jr.

(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, Operations

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		2,343(1)	A	$0	9,706	D
Common Stock	03/02/2026		F		143(2)	D	$71.64	9,563	D
Common Stock	03/02/2026		F		264(3)	D	$71.64	9,299	D
Common Stock	03/02/2026		F		49(3)	D	$71.64	9,250	D
Common Stock	03/02/2026		F		270(4)	D	$71.64	8,980	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:

	Clarence Reid Clontz, Jr. By: Mavis G. 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).
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FAQ

What insider transactions did Ingevity (NGVT) report for Clarence Reid Clontz Jr.?

Ingevity SVP Clarence Reid Clontz Jr. reported one stock award and several tax-related share withholdings. He received 2,343 common shares as a grant and had multiple small share amounts withheld by the company to cover tax obligations on vested RSUs.

How many Ingevity (NGVT) shares were granted to the SVP in this Form 4?

The filing shows a grant of 2,343 shares of Ingevity common stock at a price of $0.00 per share. This award is connected to restricted stock units that will vest in three equal installments over future years.

Were the Ingevity (NGVT) insider transactions open-market sales or tax withholdings?

The reported share disposals were tax-withholding transactions, not open-market sales. The company withheld small blocks of common stock at $71.64 per share to satisfy tax obligations on RSUs that vested in 2023, 2024, and 2025.

When will the newly granted RSUs to the Ingevity (NGVT) SVP vest?

The restricted stock units underlying the 2,343-share grant will vest in three equal installments. Vesting dates are scheduled for February 27, 2027, February 27, 2028, and February 27, 2029, subject to the terms of Ingevity’s 2025 Omnibus Incentive Plan.

What price per share was used for Ingevity (NGVT) tax-withholding dispositions?

For the tax-withholding share dispositions, the filing reports a transaction price of $71.64 per share. This price was applied to the small blocks of common stock withheld by the company to cover tax obligations on vested RSUs.

What ownership type does the Ingevity (NGVT) SVP report for these shares?

All transactions in the filing are reported as direct ownership by the SVP. The Form 4 classifies each entry with an ownership code of “D,” indicating that the common stock is held directly rather than through an indirect entity or trust.