Ingredion (INGR) combines CEO and Chairman roles, appoints Victoria Reich Lead Director

Rhea-AI Filing Summary

Ingredion Incorporated announced board leadership changes. The Board appointed President and Chief Executive Officer James P. Zallie to also serve as Chairman of the Board, combining the CEO and Chair roles. Previously, Gregory B. Kenny served as non-executive Chairman since August 1, 2018 and has resigned from that position but will continue as a director.

To support independent oversight, the independent directors elected Victoria J. Reich as Lead Director. In this role, she will act as the principal liaison between the independent directors and the new executive Chairman, helping maintain communication and board independence.

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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): February 9, 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 8.01    Other Events.

On February 9, 2026, the Board of Directors (the “Board”) of Ingredion Incorporated (the “Company”), appointed James P. Zallie, the Company’s President and Chief Executive Officer, to also be the Company’s Chairman of the Board. Immediately prior to this, Gregory B. Kenny resigned from his position as non-executive Chairman of the Board, a position in which he had served since August 1, 2018. Mr. Kenny will continue his service on the Board. In connection with the appointment of Mr. Zallie as Chairman of the Board, the independent directors of the Board elected Victoria J. Reich to serve as Lead Director, in which position, among other responsibilities, she will serve as the principal liaison between the independent directors and the new executive Chairman of the Board.

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: February 11, 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 board leadership changes did Ingredion (INGR) disclose in this 8-K?

Ingredion reported that CEO James P. Zallie has also been appointed Chairman of the Board. Former non-executive Chairman Gregory B. Kenny resigned from that role but will continue serving as a director on the company’s board.

Who is the new Chairman of the Board at Ingredion (INGR)?

James P. Zallie, already serving as Ingredion’s President and Chief Executive Officer, has been appointed Chairman of the Board. This change consolidates leadership roles at the top of the company’s management and board structure.

What happens to former non-executive Chairman Gregory B. Kenny at Ingredion (INGR)?

Gregory B. Kenny resigned from his position as non-executive Chairman of the Board. However, he will continue his service on Ingredion’s Board of Directors, remaining involved in the company’s governance and oversight.

Who was elected Lead Director at Ingredion (INGR) and what is the role?

The independent directors elected Victoria J. Reich as Lead Director. She will act as the principal liaison between the independent directors and the new executive Chairman, helping coordinate independent board activities and communication with company leadership.

Why did Ingredion (INGR) appoint a Lead Director when the CEO became Chairman?

When CEO James P. Zallie was appointed Chairman, the independent directors named Victoria J. Reich as Lead Director. This role helps maintain strong independent oversight by serving as the main point of contact between independent directors and the executive Chairman.

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