Ingevity (NGVT) SVP receives PSU share grant and withholds stock for taxes

Rhea-AI Filing Summary

Ingevity Corp senior vice president Clarence Reid Clontz Jr. reported performance-based equity compensation activity involving company common stock. On February 26, 2026, he acquired 187 shares of common stock at $0.00 per share as a grant related to performance-based restricted stock awards (PSUs) whose performance goals were certified and settled in stock.

On the same date, 69 shares were disposed of at $70.52 per share through shares withheld by the company to cover tax withholding obligations tied to the PSU vesting, rather than an open-market sale. After these transactions, he directly held 7,363 common shares, which includes 216 shares previously purchased through the company’s employee stock purchase plan.

Insider Trade Summary

Net Buyer: 118 shares

Net Buy 2 txns

Insider Clontz Clarence Reid Jr.

Role SVP, Operations

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	187	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	69	$70.52	$5K

Holdings After Transaction: Common Stock — 7,363 shares (Direct)

Footnotes (3)

1. F1. The Talent and Compensation Committee of the Company's board of directors certified the attainment of performance goals for certain performance-based restricted stock awards ("PSUs") effective February 26, 2026. The PSUs were settled with shares of common stock.
2. F2. Includes 216 shares of Common Stock purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, as amended ("ESPP"), for the purchase period of October 1, 2025 to December 31, 2025. In accordance with the terms of the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on October 1, 2025.
3. F3. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 26, 2026.

FAQ

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

Ingevity reported that SVP Clarence Reid Clontz Jr. received 187 common shares as a performance-based stock grant. On the same day, 69 shares were withheld by the company to satisfy tax obligations related to those vesting performance stock units.

How many Ingevity (NGVT) shares does Clarence Reid Clontz Jr. hold after this Form 4?

After these transactions, Clarence Reid Clontz Jr. directly holds 7,363 Ingevity common shares. This figure includes 216 shares bought earlier under the company’s employee stock purchase plan for the October 1 to December 31, 2025 purchase period.

Was the Ingevity (NGVT) insider share disposal an open-market sale?

The 69-share disposal was not an open-market sale. The shares were withheld by Ingevity to cover tax withholding obligations arising from performance stock units that vested on February 26, 2026 and were settled in common stock.

What triggered the stock grant to Ingevity (NGVT) SVP Clarence Reid Clontz Jr.?

The grant followed certification of performance goals for certain performance-based restricted stock awards. On February 26, 2026, the compensation committee certified goal attainment, and the performance stock units were settled in Ingevity common shares, resulting in a 187-share grant.

How are employee stock purchase plan shares reflected in this Ingevity (NGVT) filing?

The filing states that holdings include 216 common shares purchased under Ingevity’s amended 2017 employee stock purchase plan. These were bought for the October 1 to December 31, 2025 period at 85% of the October 1, 2025 closing price.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/02/2026 - 04:45 PM Learn about SEC filing dates

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^*

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)
02/26/2026

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	02/26/2026		A		187(1)	A	$0	7,432(2)	D
Common Stock	02/26/2026		F		69(3)	D	$70.52	7,363	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. The Talent and Compensation Committee of the Company's board of directors certified the attainment of performance goals for certain performance-based restricted stock awards ("PSUs") effective February 26, 2026. The PSUs were settled with shares of common stock.

2. Includes 216 shares of Common Stock purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, as amended ("ESPP"), for the purchase period of October 1, 2025 to December 31, 2025. In accordance with the terms of the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on October 1, 2025.

3. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 26, 2026.

Remarks:

	Clarence Reid Clontz, Jr. By: Mavis G. Huger as Attorney-in-Fact	03/02/2026
	** 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.