Item 5. Other Information
ITEM 5. OTHER INFORMATION
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended June 30, 2025.
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ITEM 6. EXHIBITS
Exhibit No. Description of Exhibit
10.1*+
Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan Effective April 27, 2023 (incorporated by reference to Appendix B to the Company's Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 10, 2023).
10.2*+
Ingevity Corporation 2025 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 20, 2025).
10.3+†
Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – U.S. Employees adopted on April 29, 2025.
10.4+†
Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – U.K. Employees adopted on April 29, 2025.
10.5+
Form of Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – U.S. Employees adopted on April 29, 2025.
10.6+
Form of Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – U.K. Employees adopted on April 29, 2025.
10.7+†
Form of Performance-Based Cash Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – International Employees adopted on April 29, 2025.
10.8+
Form of Service-Based Cash Award under the Ingevity Corporation 2025 Omnibus Incentive Plan – International Employees adopted on April 29, 2025.
10.9+
First Amendment to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, effective as of June 1, 2025.
10. 10 + †
Separation Agreement dated as of July 1, 2025 by and between Ingevity Corporation and S. Edward Woodcock.
31.1
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
32.1
Section 1350 Certification of the Company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2
Section 1350 Certification of the Company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101 Inline XBRL Instance Document and Related Items - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Company’s Quarterly Report on Form 10-Q formatted in Inline XBRL (included in Exhibit 101).
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement.
† Indicates that certain information has been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INGEVITY CORPORATION
(Registrant)
By: /S/ MARY DEAN HALL
Mary Dean Hall
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: August 5, 2025
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