OTHER INFORMATION
−Removed: 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 March 31, 2026.
+Added: On May 13, 2026 , David H.
+Added: Li , President and Chief Executive Officer of Ingevity Corporation, adopted a Rule 10b5-1 trading arrangement.
+Added: 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.
+Added: The trading arrangement is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: 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).
Description of Exhibit
−Removed: Second Amendment and Restatement Agreement, dated as of March 26, 2026, among Ingevity Corporation, Ingevity Holdings SRL, Ingevity UK Ltd, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the lenders 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.
−Removed: Securities and Exchange Commission on March 30, 2026).
+Added: Ingevity Corporation 2025 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the company’s Registration Statement on Form S-8, as filed with the U.S.
+Added: Securities and Exchange Commission on May 7, 2026).
Rule 13a-14(a)/15d-14(a) Certification of the company's Principal Executive Officer.
7 unchanged sentences
* Incorporated by reference.
+Added: + Management contract or compensatory plan or arrangement.
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.
3 unchanged sentences
(Principal Financial Officer and Duly Authorized Officer)
+Added: July 30, 2026
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.