Ingevity (NGVT) CFO withholds 4,148 shares to cover RSU taxes

Rhea-AI Filing Summary

Ingevity Corp executive vice president and chief financial officer Mary Dean Hall reported tax-related share dispositions on common stock. On March 2, 2026, she surrendered a total of 4,148 shares at $71.64 per share to satisfy withholding taxes on vesting RSU awards from 2023, 2024, and 2025. These are coded as “F” transactions, meaning shares were withheld by the company to cover tax obligations rather than sold in open-market trades. After these transactions, she directly holds 37,427 shares of Ingevity common stock.

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^*

Hall Mary Dean

(Last) (First) (Middle)

4920 O'HEAR AVE

SUITE 400

(Street)

N. 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)
	EVP, Chief Financial Officer

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		747(1)	D	$71.64	41,028	D
Common Stock	03/02/2026		F		1,363(2)	D	$71.64	39,665	D
Common Stock	03/02/2026		F		559(2)	D	$71.64	39,106	D
Common Stock	03/02/2026		F		1,679(3)	D	$71.64	37,427	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 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:

	Mary Dean Hall 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).
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FAQ

What did Ingevity (NGVT) CFO Mary Dean Hall report in this Form 4?

Mary Dean Hall reported tax-related share dispositions of Ingevity common stock. She surrendered shares back to the company to cover withholding taxes owed when restricted stock units vested, rather than selling shares in the open market as a discretionary transaction.

How many Ingevity (NGVT) shares were used to cover Mary Dean Hall’s taxes?

She used a total of 4,148 Ingevity common shares to satisfy tax withholding obligations. The individual transactions involved 747, 1,363, 559, and 1,679 shares, all tied to vesting restricted stock units from the 2023, 2024, and 2025 RSU awards.

At what price were the Ingevity (NGVT) shares valued for these tax-withholding dispositions?

The tax-withholding share dispositions were valued at $71.64 per share. This price was used to determine how many shares of Ingevity common stock were needed to cover Mary Dean Hall’s tax obligations when her restricted stock units vested on March 2, 2026.

Does this Ingevity (NGVT) Form 4 indicate open-market selling by the CFO?

No, the Form 4 shows tax-withholding dispositions coded as “F,” not open-market sales. Shares were withheld by Ingevity to pay tax liabilities related to vesting RSUs, a common administrative process when equity awards convert into unrestricted stock.

How many Ingevity (NGVT) shares does Mary Dean Hall own after these transactions?

After the reported tax-withholding transactions, Mary Dean Hall directly owns 37,427 shares of Ingevity common stock. This figure reflects her remaining direct holdings following the surrender of shares to satisfy tax obligations tied to vested restricted stock unit awards.

Why are there multiple Form 4 line items for Mary Dean Hall’s Ingevity (NGVT) transactions?

There are multiple line items because each reflects a separate batch of shares withheld for different RSU vesting years. The Form 4 details discrete tax-withholding dispositions related to vesting in 2023, 2024, and 2025 awards, all occurring on March 2, 2026.