Ingredion Incorporated 8-K Filings

Ingredion Incorporated reported second quarter 2026 net sales of $1.85 billion, up 1% year over year, while reported operating income fell 31% to $188 million and adjusted operating income declined 5% to $258 million. Reported diluted EPS decreased to $1.78 from $2.99, with adjusted EPS slipping slightly to $2.82 from $2.87.

Results reflected restructuring and impairment charges tied to the closure of the Cabo, Brazil facility, costs related to a thermal event at the Argo plant, and a $47 million mark-to-market foreign exchange loss on derivatives hedging the pending Tate & Lyle acquisition. Texture & Healthful Solutions delivered 5% net sales and operating income growth to $627 million and $117 million, while Food & Industrial Ingredients–LATAM and –U.S./CAN saw operating income declines of 7% and 33%, respectively, amid currency pressure, softer demand, and earlier Argo production issues that had normalized by quarter-end. The company completed the sale of a majority stake in its Pakistan business, generating a $44 million gain but reducing second-half earnings contribution. For full-year 2026, management reaffirmed guidance for reported EPS of $9.15–$9.75 and adjusted EPS of $10.30–$10.90, expects net sales to be flat to up low single digits, and projects cash from operations of $700–$800 million and capital expenditures of $450–$490 million.

Ingredion Incorporated reported that on July 28, 2026, its Board of Directors appointed recently elected director Kenneth Escoe to serve on the Audit Committee. Escoe was previously elected to the board in a disclosure dated June 7, 2026, and this amendment updates that disclosure solely to reflect his committee assignment.

Ingredion Incorporated reported progress on its proposed all-cash acquisition of Tate & Lyle PLC. On July 28, 2026, Tate & Lyle shareholders approved the recommended offer for the entire issued and to be issued share capital and passed related implementation resolutions.

The transaction is intended to be carried out through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2026, following approval at a Court Meeting and a subsequent general meeting. Completion is expected in the second half of 2027, subject to remaining conditions, including material antitrust approvals and sanction of the Scheme by the High Court of Justice in England and Wales.

The company notes this communication is provided under Regulation FD, is not deemed filed for liability purposes, and does not constitute an offer or solicitation; the acquisition will proceed solely under the Scheme or, if elected, a compliant Takeover Offer.

Ingredion Incorporated provided an update on its planned all-cash acquisition of the entire issued and to be issued ordinary share capital of Tate & Lyle PLC. Tate & Lyle has published a Scheme Document under UK law, explaining the court-sanctioned scheme of arrangement that will be used to implement the deal.

Tate & Lyle will send this document to its shareholders ahead of a Court Meeting and a General Meeting scheduled for July 28, 2026, where shareholders will vote on the scheme and related resolutions. The disclosure emphasizes that this is not an offer or solicitation in itself and that shareholders should base any voting decisions solely on the information in the Scheme Document.

Ingredion Incorporated has completed the previously announced sale of 51% of the issued share capital of Rafhan Maize Products Co. Ltd. to a purchaser group led by Nishat Hotels and Properties Limited for approximately $165 million in cash, received in U.S. dollars.

Rafhan Maize generated about $250 million of net sales in 2025 and is not in a reportable segment. As part of the deal, the purchasers acquired roughly 78% of Rafhan Maize’s outstanding shares, while Ingredion retained an approximate 20% minority ownership interest. A shareholders agreement grants Ingredion a put option exercisable beginning in the fifth year after closing, and new manufacturing, supply, and distribution agreements will support ongoing product flows between Ingredion and Rafhan Maize.

Ingredion Incorporated entered into a new senior unsecured delayed draw term loan facility totaling $1,475,000,000 to help finance its planned acquisition of Tate & Lyle PLC, refinance certain Tate & Lyle debt, and pay related fees and expenses.

The facility is split into a $500,000,000 Tranche A-1 maturing three years after funding and a $975,000,000 Tranche B-1 maturing five years after funding, each amortizing at 5% per year in quarterly payments. Interest is based on a base rate or SOFR plus margins linked to Ingredion’s credit ratings or leverage ratio.

The agreement includes financial covenants requiring a maximum leverage ratio of 3.5 to 1.0, with a temporary step-up to 4.0 to 1.0 after a material acquisition, and a minimum interest coverage ratio of 3.5 to 1.0. The new facility replaces in full the $1,475,000,000 tranche A commitment under Ingredion’s existing $4,225,000,000 bridge loan, leaving the $2,750,000,000 tranche B bridge commitment outstanding.

Ingredion Incorporated reported a board change. On June 7, 2026, the Board elected Kenneth Escoe, age 51, to serve as a director with a term beginning July 1, 2026. The Board determined he qualifies as an independent director under New York Stock Exchange standards.

Escoe is Executive Vice President of Specialty Products at Illinois Tool Works Inc. and also serves on the Board of United Way of Metropolitan Chicago. He will receive the same cash and equity retainers as other non-management directors, including restricted stock units under the company’s stock incentive plan, and will sign the company’s standard director indemnification agreement.

Ingredion Incorporated has agreed to a recommended all-cash acquisition of Tate & Lyle PLC, offering 595 pence per share, implying total cash consideration of about £2.7 billion (approximately $3.6 billion) and an enterprise value of about £3.7 billion ($5.0 billion).

The deal, expected to close in the second half of 2027 via a UK court-sanctioned scheme of arrangement, includes permitted dividends of up to 20 pence per share and a c.59% premium to Tate & Lyle’s May 13, 2026 share price. Ingredion targets about $130 million in run‑rate cost synergies by 2030, with around $175 million in one-time costs, and plans to finance the transaction with cash, new debt and a fully committed $4.225 billion 364‑day bridge facility. Ingredion expects pro forma net leverage of roughly 3.0x at closing, aiming to reduce it to about 2.5x within around 18 months.

Ingredion Incorporated reported the voting results from its 2026 annual meeting of stockholders. Holders of common stock elected all 11 director nominees to the Board of Directors for one-year terms. Stockholders also approved, on an advisory basis, executive compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Ingredion Incorporated has disclosed that it made a non-binding, indicative all-cash offer to acquire Tate & Lyle PLC at a price of 595 pence per Tate & Lyle share. The proposal is at an early stage and does not constitute a firm intention to make an offer.

Under the possible terms, Tate & Lyle would be allowed to pay a final dividend of up to 13 pence per share for the year ended 31 March 2026 and an interim dividend of up to 7 pence per share for the six months to 30 September 2026. Ingredion is conducting due diligence and engaging in discussions, and has until 5:00 pm (London time) on 11 June 2026 to announce a firm offer or state it does not intend to proceed, subject to any extension granted by the UK Takeover Panel.

Ingredion Incorporated plans to cease operations at its Cabo, Brazil manufacturing facility as of June 30, 2026, and expects to sell the facility and underlying real property. The company anticipates approximately $43 million in pre-tax, non-recurring charges tied to this exit plan.

About $36 million of these charges are expected to be non-cash impairment charges related to fixed asset and inventory write-downs, with about $7 million in expected cash expenditures for employee-related, severance, and other termination costs. Most charges are expected in the second quarter of 2026, with remaining amounts through the first quarter of 2027.

Ingredion Incorporated reported weaker first quarter 2026 results, with earnings and operating profit declining year over year and full-year guidance reduced. Net sales were $1.792 billion, down 1% from $1.813 billion in the first quarter 2025 as softer demand and less favorable mix in Food & Industrial Ingredients–U.S./Canada more than offset growth in other segments.

Reported diluted EPS fell to $2.22 from $3.00, while adjusted EPS declined to $2.34 from $2.97, reflecting lower operating income and higher restructuring costs. Reported operating income dropped to $203 million from $276 million, and adjusted operating income decreased to $212 million from $273 million, driven mainly by higher costs and lower volumes in the U.S./Canada business, including production challenges at the Argo facility.

Texture & Healthful Solutions delivered continued volume growth, with operating income of $100 million, slightly above the prior year, and Food & Industrial Ingredients–LATAM posted operating income of $115 million, down from $127 million. All Other generated operating income of $3 million, reflecting improvements in plant-based protein.

The company updated its full-year 2026 outlook, now expecting reported EPS of $9.60–$10.30 and adjusted EPS of $10.45–$11.15. It now anticipates full-year net sales to be flat to up low single digits, reported operating income to be down high single digits, and adjusted operating income to be flat to down low single digits. For full-year 2026, Ingredion expects cash from operations of $725–$825 million and capital expenditures of $400–$440 million.

Ingredion Incorporated announced that its Board of Directors has elected Jason Payant as Interim Chief Financial Officer effective April 1, 2026. He will serve as the company’s principal financial officer, succeeding James D. Gray, whose resignation as Executive Vice President and Chief Financial Officer is effective March 31, 2026.

Mr. Payant, age 55, has been with the company since 2012 in various senior finance roles and will continue as Vice President, Finance, Global Texture & Healthful Solutions while serving as Interim CFO. There are no special arrangements related to his selection and no related-party transactions involving him or his immediate family. During his interim service, he will receive additional monthly cash compensation of $25,000 on top of his existing compensation and benefits.

Ingredion Incorporated reported changes to its Board of Directors. Gregory B. Kenny, a director since 2005, decided to retire from the Board effective March 23, 2026, and stated his decision was not due to any disagreement with the Company.

On March 18, 2026, the Board elected Siobhán Talbot as a new director, with her term beginning April 1, 2026. The Board determined she qualifies as an independent director under New York Stock Exchange standards. She will receive the same cash and equity retainers as other non-management directors and will enter into the Company’s standard director indemnification agreement.

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.

Ingredion Incorporated filed a current report describing that it has issued a press release with its condensed consolidated financial results for the year ended December 31, 2025. The company is also hosting a conference call on February 3, 2026 to discuss its fourth quarter and year-end results, and the press release is furnished as an exhibit rather than being treated as filed under securities laws.

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.

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.

Ingredion Incorporated reported that it issued a press release with condensed consolidated financial results for the quarter ended September 30, 2025. The company will host a conference call on November 4, 2025 at 8 a.m. CT / 9 a.m. ET to discuss third-quarter results. The press release is furnished as Exhibit 99 and not deemed filed for liability purposes under the Exchange Act.

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.

Ingredion Incorporated entered into a new five-year unsecured revolving credit facility providing up to $1.0 billion of borrowing capacity at any time. Within this, up to $25 million is available as swingline loans and up to $50 million as letters of credit, with loans advanced in U.S. dollars. The facility matures on August 27, 2030, and was undrawn as of its effective date.

Interest on borrowings is based on either term SOFR or a base rate plus a margin tied to Ingredion’s debt ratings or leverage ratio; at inception the margin was 1.00% for SOFR loans and 0.00% for base rate loans, with a 0.09% unused commitment fee. The agreement allows up to $750 million of incremental revolving or term commitments and permits up to $500 million of loans to certain subsidiaries. Ingredion must maintain a maximum leverage ratio of 3.5 to 1.0 and a minimum EBITDA-to-interest coverage ratio of 3.5 to 1.0.

This new Credit Agreement replaces and terminates a prior revolving credit agreement that would have matured on June 30, 2026, extending the company’s committed liquidity profile by more than four years.