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Ingevity Corp

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

NGVT$60.78-2.6%Stored close · as of Nov 10, 2026

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Item 5. Other Information

On May 13, 2026, David H. Li, President and Chief Executive Officer of Ingevity Corporation, adopted a Rule 10b5-1 trading arrangement. The arrangement provides for the sale of up to 20,092 shares of Ingevity common stock and is scheduled to expire on May 13, 2027, subject to earlier termination in accordance with its terms. The trading arrangement is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

On June 22, 2026, the company granted restricted stock units with respect to 2,063 shares of its Common Stock to Ryan Cotterman under the company’s 2025 Omnibus Incentive Plan, as amended (the “Plan” and such grant, the “RSU Grant”). It was recently determined that the RSU Grant may be void or voidable for purposes of Delaware law because the Talent & Compensation Committee of the company’s Board of Directors (the “Compensation Committee”) did not specifically authorize the RSU Grant as is required by the terms of the Plan for grants to any person who is subject to Section 16(b) of the Exchange Act (as is the case with Mr. Cotterman). On July 21, 2026, the Compensation Committee adopted resolutions approving the ratification of the RSU Grant pursuant to Section 204 of the Delaware General Corporation Law. Any claim that such ratification of the RSU Grant is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that such ratification not be effective or be effective only on certain conditions must be brought within 120 days from the later of (i) the validation effective time (which was July 21, 2026) or (ii) the giving of this notice (which is deemed given on the date that this Form 10-Q is filed with the SEC).

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