Ingevity (NGVT) SVP reports tax-withholding share dispositions on vested RSUs

Rhea-AI Filing Summary

Ingevity Corp senior executive Richard Allen White Jr. reported several tax-related share dispositions of common stock. On March 2, 2026, shares were withheld by the company at $71.64 per share to cover tax withholding obligations tied to restricted stock units that vested in 2023, 2024, and 2025. These were tax-withholding transactions, not open market sales, and White continues to hold a meaningful direct ownership stake after the withholdings.

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

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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^*

White Richard Allen 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 and Pres, Perf Chemicals

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		351(1)	D	$71.64	21,669	D
Common Stock	03/02/2026		F		617(2)	D	$71.64	21,052	D
Common Stock	03/02/2026		F		217(2)	D	$71.64	20,835	D
Common Stock	03/02/2026		F		755(3)	D	$71.64	20,080	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. Shares withheld by the Company to satisfy tax withholding obligations related to the 2023 restricted stock units ("RSUs") that vested.

2. Shares withheld by the Company to satisfy tax withholding obligations related to the 2024 RSUs that vested.

3. Shares withheld by the Company to satisfy tax withholding obligations related to the 2025 RSUs that vested.

Remarks:

	Richard Allen White Jr. 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.
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FAQ

What did Ingevity (NGVT) executive Richard Allen White Jr. report on this Form 4?

Richard Allen White Jr. reported several tax-related share dispositions of Ingevity common stock. The company withheld shares on March 2, 2026 to satisfy tax obligations arising as his restricted stock units vested in 2023, 2024, and 2025, rather than conducting open market sales.

Were the Ingevity (NGVT) Form 4 transactions open market sales?

No, the reported transactions were not open market sales. They were coded as “F,” meaning shares were withheld by Ingevity to pay exercise price or tax liabilities tied to vested restricted stock units, functioning as tax-withholding dispositions instead of discretionary stock sales by the executive.

At what price were the Ingevity (NGVT) tax-withholding shares valued on the Form 4?

The tax-withholding dispositions were valued at $71.64 per share. This price was applied to common stock withheld by Ingevity on March 2, 2026 to cover tax obligations associated with the vesting of the executive’s restricted stock unit awards over multiple grant years.

What type of security was involved in the Ingevity (NGVT) Form 4 transactions?

All reported transactions involved Ingevity common stock. The shares were withheld by the company as part of tax-withholding arrangements linked to the vesting of restricted stock units granted in prior years, rather than involving options, derivatives, or any other class of securities.

Why did Ingevity (NGVT) withhold shares from Richard Allen White Jr.?

Ingevity withheld shares to satisfy the executive’s tax withholding obligations. As restricted stock units granted in 2023, 2024, and 2025 vested, a portion of the resulting common stock was retained by the company instead of cash payment to cover the associated tax liabilities.