Ingredion replaces prior plan; new authorization for up to 8M shares

Rhea-AI Filing Summary

Ingredion Incorporated announced a new stock repurchase program authorizing the company to buy back up to 8 million shares of its common stock from November 4, 2025 through December 31, 2028. The Board also terminated the prior program, which had approximately 2.1 million shares remaining at termination.

Repurchases may occur from time to time in the open market, in privately negotiated transactions or otherwise, at prices the company deems appropriate. The authorization does not obligate Ingredion to repurchase any shares and may be suspended, discontinued, or modified at any time without notice.

Insights

Equity Capital Markets Analyst

New authorization for up to 8M share buybacks through 2028; discretionary.

Ingredion approved a share repurchase authorization for up to 8 million shares running from November 4, 2025 to December 31, 2028, and ended the prior plan that had 2.1 million shares remaining. The company may execute purchases in the open market or privately negotiated transactions.

Because the program is an authorization rather than a commitment, actual buybacks depend on market conditions and management decisions. The filing states the program can be suspended, discontinued, or modified at any time without notice.

Key items to watch include future disclosures on actual repurchase activity and average purchase prices when reported in subsequent filings, which will determine any per-share impact.

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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): November 3, 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 November 3, 2025, the Board of Directors of Ingredion Incorporated (the “Company”) approved termination of the Company’s existing stock repurchase program and approved a new stock repurchase program (the “new repurchase program”) authorizing the Company to purchase up to 8 million shares of its outstanding common stock during the period from November 4, 2025 through December 31, 2028. As of its termination date, the existing repurchase program had approximately 2.1 million shares of common stock remaining for repurchase. Repurchases under the new repurchase program may be made by the Company from time to time in the open market, in privately negotiated transactions or otherwise, at prices the Company deems appropriate. The new repurchase program does not obligate the Company to repurchase any shares under the authorization, and the new repurchase program may be suspended, discontinued or modified at any time, for any reason and without notice.

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: November 4, 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 did INGR announce in this 8-K?

The Board approved a new stock repurchase program authorizing buybacks of up to 8 million shares and terminated the prior program.

How many shares can Ingredion (INGR) repurchase under the new plan?

Up to 8 million shares of common stock.

What is the time frame for INGR’s new repurchase authorization?

From November 4, 2025 through December 31, 2028.

What happened to Ingredion’s previous repurchase program?

It was terminated; approximately 2.1 million shares remained authorized at the time of termination.

How may INGR execute buybacks under the new program?

From time to time in the open market, in privately negotiated transactions, or otherwise, at prices the company deems appropriate.

Is Ingredion obligated to repurchase shares under this authorization?

No. The program does not obligate the company to repurchase any shares and may be suspended, discontinued, or modified at any time without notice.