Ingevity Corp 10-Q

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). 51 ITEM 6. EXHIBITS Exhibit No. Description of Exhibit 10.1*+ 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. Securities and Exchange Commission on May 7, 2026). 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. 52 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/ PHILLIP J. PLATT Phillip J. Platt Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) Date: July 30, 2026 53