Ingevity (NGVT) director granted 398 deferred stock units in lieu of fees

Rhea-AI Filing Summary

Ingevity Corp director J. Kevin Willis reported an equity award of 398 shares of Common Stock on Form 4. The award reflects vested deferred stock units elected in lieu of quarterly director fees at an implied price of $72.28 per share. Following this grant, Willis directly holds 9,177 shares. These deferred stock units will convert into an equal number of Ingevity common shares when his board service ends under the company’s Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.

Insights

Equity compensation analyst

Routine director equity compensation through deferred stock units, not an open-market trade.

Director J. Kevin Willis received an award of 398 shares of Ingevity Common Stock, reported at $72.28 per share. The filing states this represents vested deferred stock units granted because he chose equity instead of cash for quarterly director fees.

These deferred stock units will settle into an equal number of common shares when his board service ends, under Ingevity’s Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan. After the award, Willis directly holds 9,177 shares, indicating a modest, compensation-driven increase in his equity stake rather than a market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WILLIS J KEVIN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	398	$72.28	$29K

Holdings After Transaction: Common Stock — 9,177 shares (Direct)

Footnotes (1)

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Key Figures

Deferred stock units granted: 398 shares Implied grant price: $72.28 per share Shares held after award: 9,177 shares

3 metrics

Deferred stock units granted 398 shares Vested DSUs elected in lieu of quarterly director fees

Implied grant price $72.28 per share Value used for the 398-share deferred stock unit award

Shares held after award 9,177 shares Total direct holdings of J. Kevin Willis following the transaction

Key Terms

deferred stock units, Non-Employee Director Deferred Compensation Plan, 2025 Omnibus Incentive Plan, Form 4

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

"upon the reporting person's termination of board service pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan"

2025 Omnibus Incentive Plan financial

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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)
04/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		398(1)	A	$72.28	9,177	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. 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.

Remarks:

	J. Kevin Willis By: Mavis Huger as Attorney-in-Fact	04/02/2026
	** 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)

FAQ

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

Director J. Kevin Willis reported receiving 398 shares of Ingevity Common Stock as an equity award. The filing explains these represent vested deferred stock units granted because he elected to take quarterly director fees in stock instead of cash under company compensation plans.

At what price were the Ingevity (NGVT) deferred stock units valued in the Form 4?

The 398 deferred stock units for Ingevity director J. Kevin Willis were reported at $72.28 per share. This value reflects how the equity portion of his quarterly director fees was measured when converted into stock-based compensation instead of being paid in cash.

How many Ingevity (NGVT) shares does director J. Kevin Willis hold after this Form 4 transaction?

After the reported award, J. Kevin Willis directly holds 9,177 shares of Ingevity Common Stock. This total includes the 398 shares tied to vested deferred stock units he elected to receive in lieu of quarterly director fees under the company’s director compensation programs.

What are deferred stock units in the context of Ingevity (NGVT) director compensation?

For Ingevity, deferred stock units are equity awards a director can elect instead of cash fees. The Form 4 states Willis’s vested DSUs will settle into an equal number of Ingevity common shares when his board service ends, following the company’s director compensation and omnibus incentive plans.

When will Ingevity (NGVT) director deferred stock units reported in this Form 4 settle into shares?

The filing explains that J. Kevin Willis’s vested deferred stock units will settle into an equal number of Ingevity common shares upon his termination of board service. Settlement timing is tied specifically to when he leaves the board, as defined in the company’s compensation plans.