Ingredion CFO reports 146-share tax withholding tied to RSUs

Rhea-AI Filing Summary

Ingredion Inc. (INGR) filed a Form 4 showing its Executive VP and CFO effected a tax withholding transaction. On 10/10/2025, 146 shares of common stock were withheld under transaction code F at $119.73 per share to cover taxes tied to the officer’s February 26, 2025 RSU grant, after attaining retirement eligibility under the 2023 Ingredion Stock Incentive Plan.

This reflects administrative settlement of withholding taxes associated with equity awards rather than an open-market trade.

Insider Trade Summary

Net Seller: 146 shares

Net Sell 2 txns

Insider Gray James D

Role Executive VP and CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	146	$119.73	$17K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 54,854.881 shares (Direct)

Footnotes (1)

1. F1. Shares withheld to pay applicable taxes arising in connection with participant's February 26, 2025 restricted stock units ("RSUs") grant and participant having attained retirement eligibility under the 2023 Ingredion Stock Incentive Plan. The foregoing amount includes RSUs acquired through deemed dividend reinvestment.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/14/2025 - 04:48 PM Learn about SEC filing dates

FAQ

What did INGR disclose in this Form 4?

The Executive VP and CFO had 146 shares withheld on 10/10/2025 under code F at $119.73 to cover taxes on RSUs.

Who is the reporting person in INGR’s Form 4?

An Officer of Ingredion, serving as Executive VP and CFO.

Was this an open-market sale of INGR shares?

No. Code F indicates shares were withheld to pay taxes related to an equity award.

What equity award triggered the withholding?

Restricted stock units granted on February 26, 2025, including amounts from deemed dividend reinvestment.

What price was used for the tax withholding shares?

The price reported was $119.73 per share.

What plan governs this RSU transaction?

The 2023 Ingredion Stock Incentive Plan.

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^*

Gray James D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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	10/10/2025		F		146(1)	D	$119.73	23,766.881	D
Common Stock								31,088	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 withheld to pay applicable taxes arising in connection with participant's February 26, 2025 restricted stock units ("RSUs") grant and participant having attained retirement eligibility under the 2023 Ingredion Stock Incentive Plan. The foregoing amount includes RSUs acquired through deemed dividend reinvestment.

	Michael N. Levy, attorney-in-fact	10/14/2025
	** 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.