Li David H reported acquisition or exercise transactions in this Form 4 filing.
Ingevity Corp President & CEO David H. Li reported an equity award of 38,179 shares of common stock. The filing labels this as a grant or award, with a price of $0.0000 per share, indicating it is a stock-based compensation grant rather than an open-market purchase.
According to the footnotes, the award consists of restricted stock units granted under the Ingevity Corporation 2025 Omnibus Incentive Plan and scheduled to vest in three equal installments on February 27, 2027, 2028, and 2029. After this grant, Li’s directly held common stock position is reported as 156,890 shares, which includes earlier purchases of 364 and 162 shares through the company’s employee stock purchase plan.
Ingevity Corp EVP and CFO Mary Dean Hall reported equity award activity involving company common stock. On February 26, 2026, she acquired 1,780 shares through the settlement of performance-based restricted stock units after the Talent and Compensation Committee certified that performance goals were met. On the same date, 873 shares were withheld by the company to cover tax obligations related to these vested awards. Following these transactions, she directly owned 41,775 shares of Ingevity common stock.
Ingevity Corp senior executive Richard Allen White Jr., SVP and President of Performance Chemicals, reported stock-based compensation awards of common stock. On February 26, 2026, he acquired 1,204 shares at $0 per share and 430 shares at $70.52 per share as grant or award transactions. Footnotes explain that performance-based restricted stock units were certified and settled in common shares rather than cash.
Ingevity Corp senior vice president Phillip John Platt reported equity compensation activity involving company common stock. On February 26, 2026, he acquired 247 shares at no cost through a grant tied to performance-based restricted stock units that were settled in shares. On the same date, 108 shares at $70.52 per share were withheld by the company to cover tax obligations related to these vested performance share units. Following these transactions, his directly held common stock balance reported in the filing was 28,911 shares.
Ingevity Corp senior vice president and general counsel Ryan C. Fisher reported equity compensation activity involving company common stock. On February 26, 2026, he acquired 192 shares at a stated price of $0.00 per share from the vesting and settlement of performance-based restricted stock units. On the same date, the company withheld 94 shares at a price of $70.52 per share to cover tax obligations related to this vesting. After these transactions, Fisher directly owned 15,393 shares of Ingevity common stock.
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.
Ingevity Corporation is reshaping its portfolio around a streamlined “New Ingevity” model after a comprehensive strategic review. It sold its North Charleston crude tall oil refinery and most of the Performance Chemicals industrial specialties product line on January 1, 2026, which are reported as discontinued operations.
New Ingevity will center on two higher‑margin businesses, Performance Materials and Pavement Technologies, while the company explores strategic alternatives for the Advanced Polymer Technologies segment and the road markings product line, targeted for completion by the end of 2026. In 2025, segment revenue was $606.9 million for Performance Materials, $400.5 million for Performance Chemicals, and $160.2 million for Advanced Polymer Technologies. Ingevity also faces an approximately $85.0 million antitrust judgment in the BASF dispute, with $95.4 million accrued including post‑judgment interest and payment expected in the second quarter of 2026, while reporting a 29% reduction in personal and process safety incidents versus 2024.
Ingevity Corporation reported 2025 results marked by strong cash generation but a GAAP loss driven by large non‑cash charges. Net sales from continuing operations were $1.17 billion, down about 3%, while adjusted EBITDA was $373.0 million with margin expanding to 31.9%.
The company posted a net loss of $167.1 million, or $4.61 per share, mainly from $293.1 million in non‑cash impairments tied to Advanced Polymer Technologies and Road Markings. Operating cash flow rose to $331.2 million and free cash flow to $273.5 million, improving net leverage to 2.6x. Ingevity sold its North Charleston crude tall oil refinery and most Industrial Specialties, and is exploring strategic alternatives for Advanced Polymer Technologies and Road Markings. For 2026, it guides to net sales of $1.1–$1.2 billion, adjusted EBITDA of $380–$400 million, adjusted EPS of $4.80–$5.20, and free cash flow of $225–$250 million, excluding about $95 million of litigation-related payments to BASF.
Ingevity Corporation announced planned board transitions tied to its 2026 Annual Meeting of Stockholders. Founding directors Daniel F. Sansone and Jean S. Blackwell will not stand for re-election; Sansone is stepping down under the board’s mandatory retirement age policy, while Blackwell is concluding a decade of service that included time as board chair.
The company states that these decisions are part of normal board refreshment and are not due to any disagreement regarding operations, policies or practices. Following the meeting, Ingevity plans to reduce the size of its board from 11 to 9 members to align governance with its future scope and strategic direction.
Ingevity Corp director reports routine stock-based compensation. Director Francis David Segal acquired 396 shares of Ingevity common stock on 01/02/2026 at a price of $60.09 per share. Following this transaction, he beneficially owns 6,051 shares of Ingevity common stock in direct ownership.
The reported shares represent vested deferred stock units that were granted under Ingevity’s director compensation programs, where the director elected to receive deferred stock units instead of cash quarterly director fees. These deferred stock units will convert into an equal number of Ingevity common shares when his service on the board ends, in line with the company’s Amended and Restated Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.