Ingredion (INGR) CEO awarded 58,096 shares; 24,499 withheld for taxes

Rhea-AI Filing Summary

Ingredion Inc. reported equity compensation activity for President and CEO James P. Zallie. On February 9, 2026, he acquired 58,096 shares of common stock at $0 per share upon vesting of a performance share award granted on February 15, 2023.

On the same date, 24,499 shares of common stock were disposed of at $119.29 per share to satisfy tax withholding obligations related to that vesting. After these transactions, Zallie directly held 73,530 shares of Ingredion common stock.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zallie James P.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		58,096(1)	A	$0	108,262.579	D
Common Stock	02/09/2026		F		24,499(2)	D	$119.29	83,763.579(3)	D
Common Stock								73,530	D

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. Shares acquired upon vesting of performance share award granted February 15, 2023. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.

2. Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 15, 2023.

3. 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	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Ingredion (INGR) report for its CEO?

Ingredion reported that President and CEO James P. Zallie acquired 58,096 common shares through the vesting of a performance share award. This equity award was originally granted on February 15, 2023 and vested based on specified performance criteria.

Why were some Ingredion (INGR) shares disposed of in this Form 4?

The Form 4 shows 24,499 common shares were disposed of at $119.29 per share to cover tax withholding obligations. These shares were withheld in connection with the vesting of the CEO’s performance share award granted on February 15, 2023.

How many Ingredion (INGR) shares does the CEO hold after the reported transactions?

After the reported transactions, President and CEO James P. Zallie directly holds 73,530 shares of Ingredion common stock. This figure reflects the net position following the vesting-related share acquisition and the tax withholding share disposition on February 9, 2026.

What triggered the CEO’s share acquisition reported by Ingredion (INGR)?

The share acquisition was triggered by the vesting of a performance share award granted on February 15, 2023. Vesting depended on performance criteria, including factors beyond just the increase in Ingredion’s common stock market price, as described in the filing footnotes.

Were the reported Ingredion (INGR) insider transactions open-market buys or sells?

The Form 4 describes an award-related acquisition of 58,096 shares at $0 and a tax-withholding disposition of 24,499 shares at $119.29. These were equity compensation and tax events, not discretionary open-market purchases or sales.

What does Ingredion (INGR) say about the performance criteria for the CEO’s award?

Ingredion notes the performance share award vested based on criteria in addition to stock price increases. This means vesting depended on broader performance measures, rather than only changes in Ingredion’s common stock market price, as outlined in the Form 4 footnotes.