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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-19 · 86 added, 32 removed, 309 unchanged (28% of the section changed)

2 unchanged sentences

These controls and procedures also provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

As of December 31, 2024, the Company's Interim Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

As of December 31, 2025, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

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In accordance with SEC rules, the number of shares to be issued for performance based stock unit awards has been calculated based on the assumption that the awards granted in 2025, 2024 and 2023 will pay out at the target (1.0x).

(2) Includes 319,611 shares available for future issuance under the 2017 Ingevity Corporation Employee Stock Purchase Plan.

(2) Includes 309,997 shares available for future issuance as part of the 2023 Ingevity Corporation Employee Stock Purchase Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Financial Statements Schedule II – Valuation and qualifying accounts and reserves for the years ended December 31, 2025, 2024, and 2023 112

All schedules have been omitted because they are not required, not applicable or the information is otherwise included.

All other schedules have been omitted because they are not required, not applicable or the information is otherwise included.

See attached Index of Exhibits

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Securities and Exchange Commission on August 2, 2022).

Asset Purchase Agreement, dated September 3, 2025, by and between Ingevity Corporation and Mainstream Pine Products, LLC (incorporated by reference to Exhibit 2.1 to Ingevity Corporation's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on September 4, 2025)

First Amendment to Asset Purchase Agreement, dated January 1, 2025, by and between Ingevity Corporation and Mainstream Pine Products, LLC (incorporated by reference to Exhibit 2.2 to Ingevity Corporation's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on January 1, 2026)

Ingevity Corporation Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, as filed with the U.S.

2 unchanged sentences

Securities and Exchange Commission on July 27, 2022).

Exhibit Description

Ingevity Corporation Fourth Amended and Restated Bylaws, effective October 22, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

2 unchanged sentences

Bank National Association, as trustee, with respect to the 3.875% Senior Notes Due 2028 (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2020).

Exhibit Description

Description of Registrant's Securities (incorporated by reference to Exhibit 4.3 to Form 10-K filed February 28, 2023).

Description of Registrant's Securities.*

Employee Matters Agreement between Ingevity Corporation and WestRock Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S.

22 unchanged sentences

001-37586) filed August 22, 2017).

Exhibit Description

Incremental Facility Agreement and Amendment No.

4 unchanged sentences

001-37586) filed March 7, 2019).

Exhibit Description

Incremental Facility Agreement and Amendment No.

11 unchanged sentences

Securities and Exchange Commission on October 30, 2019).

Employment Letter, dated October 2, 2015, between WestRock Company, Ingevity Corporation and Katherine P.

Burgeson (incorporated by reference to Exhibit 10.11 to the Company's Amendment No.

3 to Form 10, as filed with the U.S.

Securities and Exchange Commission on April 4, 2016).

Employment Letter, dated July 24, 2015, between WestRock Company, Ingevity Corporation and Michael Wilson (incorporated by reference to Exhibit 10.12 to the Company's Amendment No.

3 to Form 10, as filed with the U.S.

Securities and Exchange Commission on April 4, 2016).

Trust Agreement, between Ingevity Corporation, The Bank of New York Mellon Trust Company, N.A.

5 unchanged sentences

Form of Restricted Stock Unit Terms (three year vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13d to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).

Form of Restricted Stock Unit Terms (cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13e to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).

Exhibit Description

Form of Restricted Stock Unit Terms (cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13e to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).

Form of Restricted Stock Unit Terms (D.

26 unchanged sentences

Securities and Exchange Commission on March 24, 2023).

Exhibit Description

Severance and Change of Control Agreement between Ingevity Corporation and Mary Dean Hall dated March 19, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 24, 2021).

Exhibit Description

2017 Ingevity Corporation Employee Stock Purchase Plan Effective July 1, 2017 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, as filed with the U.S.

35 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Restricted Stock Unit Award (three-year ratable vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.K.

1 unchanged sentence

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Restricted Stock Unit Award (three-year cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.

30 unchanged sentences

Securities and Exchange Commission on August 3, 2022).

Exhibit Description

Severance and Change of Control Agreement between Ingevity Corporation and Christine Stunyo dated May 1, 2022 (incorporated by reference to Exhibit 10.2 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 3, 2022).

Exhibit Description

Severance and Change of Control Agreement between Ingevity Corporation and Erik Ripple dated February 14, 2022 (incorporated by reference to Exhibit 10.3 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

8 unchanged sentences

Securities and Exchange Commission on May 4, 2023).

Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Ingevity Corporation's Registration Statement on Form S-8, as filed with the U.S.

Securities and Exchange Commission on May 4, 2023).

Performance Chemicals Transformation Restricted Stock Unit Award dated effective as of May 1, 2023 between Ingevity Corporation and Richard A.

22 unchanged sentences

Securities and Exchange Commission on October 30, 2024).

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – 2024 Executive Team.*

Notice of Service-Based Cash Award to Mary Dean Hall dated October 1, 2024.*

Notice of Service-Based Cash Award to S.

Edward Woodcock dated October 1, 2024.*

Exhibit Description

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – 2024 Executive Team (incorporated by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).*

Notice of Service-Based Cash Award to Mary Dean Hall dated October 1, 2024 (incorporated by reference to Exhibit 10.73 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Notice of Service-Based Cash Award to S.

Edward Woodcock dated October 1, 2024 (incorporated by reference to Exhibit 10.74 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Notice of Service-Based Cash Award to Ryan C.

Fisher dated October 1, 2024.*

Notice of Service-Based Cash Award to Terry Dyer dated October 1, 2024.*

Fisher dated October 1, 2024 (incorporated by reference to Exhibit 10.75 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Notice of Service-Based Cash Award to Terry Dyer dated October 1, 2024(incorporated by reference to Exhibit 10.76 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Notice of Service-Based Cash Award to Richard A.

White dated January 1, 2025.*

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – 2025 Executive Team*

Offer Letter between Ingevity Corporation and Luis Fernandez-Moreno dated October 2, 2024.*

Notice of Restricted Stock Unit Award to Luis Fernandez-Moreno dated October 2, 2024.*

Service-Based Interim CEO Restricted Stock Unit Award Terms and Conditions.*

Securities and Insider Trading Policy*

White dated January 1, 2025(incorporated by reference to Exhibit 10.77 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – 2025 Executive Team (incorporated by reference to Exhibit 10.78 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025)

Offer Letter between Ingevity Corporation and Luis Fernandez-Moreno dated October 2, 2024 (incorporated by reference to Exhibit 10.79 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Notice of Restricted Stock Unit Award to Luis Fernandez-Moreno dated October 2, 2024 (incorporated by reference to Exhibit 10.80 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Service-Based Interim CEO Restricted Stock Unit Award Terms and Conditions (incorporated by reference to Exhibit 10.81 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Offer Letter dated as of March 7, 2025, by and between Ingevity Corporation and David H.

Li incorporated by reference to Exhibit 10.1 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 6, 2025).

Severance and Change of Control Agreement dated as of March 7, 2025, by and between Ingevity Corporation and David H.

Li (incorporated by reference to Exhibit 10.2 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 6, 2025).

Service Agreement dated as of March 7, 2025, by and between Ingevity UK Limited and Michael Shukov incorporated by reference to Exhibit 10.3 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 6, 2025).

Cooperation Agreement, dated as of March 30, 2025, by and among Ingevity Corporation, Vision One Fund, LP, and the other persons party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 31, 2025).

Ingevity Corporation 2025 Omnibus Incentive Plan.*

Exhibit Description

Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - U.S.

Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.3 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - U.K.

Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.4 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Form of Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - U.S.

Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.5 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Form of Restricted Stock Unit Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - U.K.

Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.6 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Form of Performance-Based Cash Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - International Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.7 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Form of Service-Based Cash Award under the Ingevity Corporation 2025 Omnibus Incentive Plan - International Employees adopted on April 29, 2025 (incorporated by reference to Exhibit 10.8 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

First Amendment to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, effective as of June 1, 2025 (incorporated by reference to Exhibit 10.9 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Separation Agreement dated as of July 1, 2025 by and between Ingevity Corporation and S.

Edward Woodcock (incorporated by reference to Exhibit 10.10 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 5, 2025).

Amended and Restated Ingevity Corporation Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to Ingevity Corporation's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on November 6, 2025).

Offer Letter dated as of October 3, 2025, by and between Ingevity Corporation and Ruth Castillo.*

Severance and Change of Control Agreement dated as of October 6, 2025, by and between Ingevity Corporation and Ruth Castillo.*

Offer Letter dated as of December 6, 2025, by and between Ingevity Corporation and Phillip J.

Severance and Change of Control Agreement dated as of August 8, 2024, by and between Ingevity Corporation and Phillip J.

Offer Letter dated as of December 8, 2025, by and between Ingevity Corporation and Clarence Reid Clontz, Jr.*

Severance and Change of Control Agreement dated as of December 8, 2025, by and between Ingevity Corporation and Clarence Reid Clontz, Jr.*

Securities and Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2025).

Exhibit Description

Ingevity Corporation List of Significant Subsidiaries.*

23 unchanged sentences

Signature Title Date

/s/ Luis Fernandez-Moreno

Luis Fernandez-Moreno

Interim President, Chief Executive Officer and Director

President, Chief Executive Officer and Director

(Principal Executive Officer) February 26, 2026

9 unchanged sentences

Director February 26, 2026

/s/ Luis Fernandez-Moreno

Luis Fernandez-Moreno

Director February 26, 2026

/s/ Frederick J.

4 unchanged sentences

Director February 26, 2026

/s/ Benjamin G.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures