Ingredion (INGR) to divest 51% of Rafhan Maize while keeping 20% stake

Rhea-AI Filing Summary

Ingredion Incorporated has signed a conditional definitive agreement to sell a 51% ownership interest in its Pakistan affiliate, Rafhan Maize Products Co. Ltd., to one or more affiliates of the Nishat Group, a diversified group based in Lahore, Pakistan. As part of the transaction, Ingredion will continue to participate in the business by retaining a 20% ownership interest in Rafhan Maize.

The deal is structured so that the Nishat Group must secure international financing, ensuring that Ingredion receives its share of the sale proceeds in U.S. dollars. Closing is targeted for the first half of 2026 and depends on regulatory approvals and other customary closing conditions, meaning timing and completion are not yet guaranteed.

Insights

Emerging Markets & Corporate Strategy Analyst

Ingredion plans a majority stake sale of its Pakistan affiliate while keeping a minority interest, with completion dependent on financing and approvals.

The agreement for Ingredion to divest a 51% stake in Rafhan Maize Products Co. Ltd. to affiliates of the Nishat Group shifts the affiliate from majority-owned to minority-held. Retaining a 20% ownership interest indicates Ingredion will still have exposure to Rafhan Maize’s operations while ceding primary control to a local diversified group.

A key structural feature is that the Nishat Group must obtain international financing so Ingredion receives its sale proceeds in U.S. dollars, directly addressing currency convertibility and repatriation considerations. The transaction is expected to close in the first half of 2026, but this depends on regulatory approvals and customary closing conditions, so the ultimate impact will hinge on successful financing and regulatory clearance in the relevant jurisdictions.

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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): September 25, 2025

 ______________________

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 September 25, 2025, Ingredion Incorporated (“Ingredion”) entered into a conditional definitive agreement to divest a 51% ownership interest in its Pakistan affiliate, Rafhan Maize Products Co. Ltd. (“Rafhan Maize”), to one or more affiliates of the Nishat Group, a diversified group of companies headquartered in Lahore, Pakistan. As part of the overall transaction, Ingredion will retain a 20% ownership interest in Rafhan Maize. The transaction is subject to the Nishat Group securing international financing so that Ingredion will receive its share of the sale proceeds in U.S. dollars. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and satisfaction of other customary closing conditions.

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: September 29, 2025

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 major transaction did INGR announce regarding its Pakistan affiliate?

Ingredion Incorporated announced that it entered into a conditional definitive agreement to divest a 51% ownership interest in its Pakistan affiliate, Rafhan Maize Products Co. Ltd., to one or more affiliates of the Nishat Group.

Will Ingredion (INGR) fully exit Rafhan Maize Products Co. Ltd.?

No. As part of the transaction, Ingredion will retain a 20% ownership interest in Rafhan Maize, so it will remain a minority owner rather than fully exiting the business.

Who is buying the 51% stake in Rafhan Maize from Ingredion (INGR)?

The 51% ownership interest is being sold to one or more affiliates of the Nishat Group, which is described as a diversified group of companies headquartered in Lahore, Pakistan.

What conditions must be met for Ingredion’s Rafhan Maize divestiture to close?

The transaction is conditional on the Nishat Group securing international financing so Ingredion receives its share of sale proceeds in U.S. dollars, and it is also subject to regulatory approvals and other customary closing conditions.

When is the Ingredion (INGR) Rafhan Maize stake sale expected to close?

The transaction is expected to close in the first half of 2026, provided regulatory approvals are obtained and all other customary closing conditions are satisfied.

How does the currency aspect work in Ingredion’s sale of its Rafhan Maize stake?

The agreement specifies that the Nishat Group must secure international financing so that Ingredion receives its share of the sale proceeds in U.S. dollars, making the transaction outcome more predictable in Ingredion’s reporting currency.