Ingredion (NYSE: INGR) CFO James Gray plans March 2026 retirement

Rhea-AI Filing Summary

Ingredion Incorporated reported that its Executive Vice President and Chief Financial Officer, James Gray, has notified the company of his decision to retire from these positions effective March 31, 2026. The company stated that his decision is not due to any dispute or disagreement with the company. Ingredion is reviewing its succession plan and plans to announce a new chief financial officer upon Gray’s retirement.

Insights

Corporate governance analyst

Ingredion’s CFO plans an orderly retirement with stated non‑dispute departure.

Ingredion Incorporated disclosed that Executive Vice President and Chief Financial Officer James Gray will retire effective March 31, 2026. The company explicitly notes that his decision is not the result of any dispute or disagreement, framing this as a planned leadership transition rather than a sudden departure.

The filing notes that the company is reviewing its succession plan and intends to announce a new chief financial officer upon his retirement. This indicates that succession is being handled through internal planning rather than an emergency search, although no details on candidates or timing of the announcement beyond Gray’s end date are given.

For investors, the key factor is that a long‑tenured financial leader is leaving on a stated amicable basis with advance notice. Future disclosures naming the new CFO and outlining any related strategic or financial policy changes will provide more context on how this leadership transition may influence the company’s direction.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001046257FALSE00010462572026-01-262026-01-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

 ______________________

INGREDION INCORPORATED

(Exact name of registrant as specified in its charter)

 ______________________

Delaware

1-13397

22-3514823

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 Westbrook Corporate Center, Westchester, Illinois

60154

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (708) 551-2600

Not Applicable

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			INGR			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 26, 2026, James Gray, Executive Vice President and Chief Financial Officer of Ingredion Incorporated (the “Company”), notified the Company that he will retire from such positions effective March 31, 2026. Mr. Gray’s decision to leave the Company is not the result of any dispute or disagreement with the Company. The Company is reviewing its succession plan and will announce a new chief financial officer upon Jim’s retirement.

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 hereunto duly authorized.

Date: January 27, 2026

Ingredion Incorporated

By:

/s/ Tanya M. Jaeger de Foras

Tanya M. Jaeger de Foras  Senior Vice President, Chief Legal Officer, Corporate  Secretary and Chief Compliance Officer

FAQ

What leadership change did Ingredion (INGR) disclose in this 8-K?

Ingredion reported that James Gray, its Executive Vice President and Chief Financial Officer, has decided to retire from these positions effective March 31, 2026.

When will Ingredion CFO James Gray retire?

James Gray plans to retire as Executive Vice President and Chief Financial Officer of Ingredion effective March 31, 2026.

Did Ingredion indicate any disagreement behind the CFO’s retirement?

No. The company stated that Mr. Gray’s decision to leave is not the result of any dispute or disagreement with Ingredion.

How is Ingredion handling succession for its CFO role?

Ingredion stated it is reviewing its succession plan and will announce a new chief financial officer upon James Gray’s retirement.

What SEC item does this Ingredion 8-K relate to?

The disclosure is made under Item 5.02, which covers departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements.

Who signed the Ingredion 8-K reporting the CFO retirement?

The report was signed on behalf of Ingredion by Tanya M. Jaeger de Foras, Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.