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INGR Insider Filing: Jorge Uribe Issued 321.311 Shares as Director Retainer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jorge A. Uribe, a director of Ingredion Inc. (INGR), received director compensation in the form of common stock on 09/30/2025. The filing shows 321.311 shares issued at $124.49 per share as the annual retainer, with 42.837 shares withheld to cover taxes and 0.474 fractional shares settled in cash. After the transactions, Mr. Uribe directly beneficially owned 13,022.9806 shares and held an additional 5,659 shares indirectly through Cafedan Investments Ltd Trust. The form is signed by attorney-in-fact Michael N. Levy on 10/02/2025.

Positive

  • 321.311 shares issued to the director as annual retainer demonstrates continued alignment of outside directors with shareholder interests
  • Substantial ownership: Reporting person beneficially owns 13,022.9806 shares directly and 5,659 indirectly through a trust
  • Routine administrative actions: Tax withholding (42.837 shares) and fractional share cash settlement (0.474) are properly disclosed

Negative

  • None.

Insights

TL;DR: Routine director equity compensation; no unusual disposals or executive insider sales reported.

The Form 4 documents standard annual equity compensation for an outside director: 321.311 shares issued at $124.49 and customary tax withholding of 42.837 shares. The director retains substantial holdings: 13,022.9806 shares directly and 5,659 indirectly via a trust. Signature by an attorney-in-fact is disclosed. This filing reflects governance-aligned remuneration practices rather than opportunistic trading.

TL;DR: Transaction is compensation-driven and immaterial to company capitalization; no market-moving sale disclosed.

The reported acquisition of 321.311 shares at $124.49 represents director retainer issuance. Shares withheld (42.837) for taxes and a 0.474 fractional cash settlement are administrative. Total reported beneficial ownership combines direct and indirect holdings of 13,022.9806 and 5,659, respectively. No derivative or option activity is reported on this form.

Insider Uribe Jorge A.
Role Director
Sold 0.474 shs ($59.01)
Type Security Shares Price Value
Grant/Award Common Stock 321.311 $124.49 $40K
Exercise Price or Tax Liability Common Stock 42.837 $124.49 $5K
Sale Common Stock 0.474 $124.49 $59.01
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 13,022.9806 shares (Direct); Common Stock — 5,659 shares (Indirect, Through Cafedan Investments Ltd Trust)
Footnotes (4)
  1. F1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer.
  2. F2. Shares withheld to pay applicable taxes.
  3. F3. Fractional shares settled in cash.
  4. F4. Includes restricted stock units ("RSUs") acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did Jorge A. Uribe report on the Form 4 for INGR?
On 09/30/2025 Mr. Uribe was issued 321.311 common shares at $124.49, had 42.837 shares withheld for taxes, and 0.474 fractional shares settled in cash.

How many INGR shares does the reporting person beneficially own after the reported transactions?
The Form 4 shows 13,022.9806 shares beneficially owned directly and 5,659 shares beneficially owned indirectly through Cafedan Investments Ltd Trust.

Why were some shares withheld in this transaction?
The filing explains that 42.837 shares were withheld to pay applicable taxes related to the issuance of director compensation.

Who signed the Form 4 on behalf of the reporting person?
The Form 4 was signed by attorney-in-fact Michael N. Levy on 10/02/2025.

Does the Form 4 report any derivative or option activity for Jorge A. Uribe?
No. Table II for derivative securities contains no reported transactions; only common stock (non-derivative) activity is listed.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Uribe Jorge A.
(Last) (First) (Middle)
5 WESTBROOK CORPORATE CENTER
(Street)
WESTCHESTER IL 60154
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2025 A 321.311(1) A $124.49 13,066.2916 D
Common Stock 09/30/2025 F 42.837(2) D $124.49 13,023.4546 D
Common Stock 09/30/2025 S 0.474(3) D $124.49 13,022.9806(4) D
Common Stock 5,659 I Through Cafedan Investments Ltd Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer.
2. Shares withheld to pay applicable taxes.
3. Fractional shares settled in cash.
4. Includes restricted stock units ("RSUs") acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.
Michael N. Levy, attorney-in-fact 10/02/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR