Fisher Ryan C. 4

What Happened

• Ryan C. Fisher, Senior Vice President, General Counsel & Secretary of Ingevity Corporation, received 192 performance-based restricted shares (PSUs) that vested and were settled in common stock on February 26, 2026. The award shares were granted/issued at $0.00 (code A).
• To cover tax withholding related to the vested PSUs, 94 shares were withheld/disposed at $70.52 per share for a withholding value of $6,629 (code F). Net to Fisher after withholding: 98 shares.

Key Details

• Transaction date: February 26, 2026; Filing date: March 2, 2026 (filed within the typical two-business-day window).
• Award: 192 PSUs settled for shares (no cash paid to acquire the settled award).
• Tax withholding: 94 shares withheld and delivered to issuer at $70.52/share for $6,629.
• Net share change from these transactions: +98 shares.
• Footnotes: (F1) Board committee certified performance goals and PSUs were settled as shares; (F3) 94 shares were withheld to satisfy tax withholding on vested PSUs. Footnote F2 notes prior ESPP purchases by the filer (425 shares for July–Sept 2025 period and 112 shares for Oct–Dec 2025) purchased at 85% of the applicable offering-period price.
• Shares owned after the transactions are not specified in the excerpt; the filing shows the net impact from this settlement (+98 shares).

Context

• This was a performance-based equity award settlement, not an open-market buy or exercise-for-cash. The tax withholding (F) is a routine administrative disposition used to satisfy tax obligations when awards vest (similar in effect to a partial cashless settlement).
• Such award settlements are common compensation events and do not by themselves indicate a trading view by the insider.