Ingredion CEO covers taxes with 7,198 shares

Ingredion Inc President and CEO James P. Zallie reported a tax-related share disposition.

Accepted by SEC EDGAR 02/19/2026 - 03:56 PM EST

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Rhea-AI Filing Summary

Ingredion Inc President and CEO James P. Zallie reported a tax-related share disposition. On the transaction date, 7,198 shares of common stock were withheld at $118.31 per share to cover taxes due on vesting restricted stock units.

The footnote explains these taxes arose from the vesting of 15,838 restricted stock units granted on February 15, 2023 plus 1,318.455 additional units acquired through deemed dividend reinvestment tied to that award.

Insider Trade Summary

Exercise Price or Tax Liability: 7,198 shares

Exercise Price or Tax Liability 1 txn

Insider Zallie James P.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	7,198	$118.31	$852K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 116,498.579 shares (Direct)

Footnotes (1)

F1. Shares withheld to pay applicable taxes upon the vesting of 15,838 restricted stock units ("RSUs") granted on February 15, 2023 and 1,318.455 RSUs acquired through deemed dividend reinvestment with respect to these RSUs.

FAQ

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What did Ingredion (INGR) CEO James P. Zallie report in this Form 4?

James P. Zallie reported a tax-related share disposition. The company withheld 7,198 shares of common stock at $118.31 per share to cover taxes due on vesting restricted stock units and related dividend reinvestment units.

Was the Ingredion (INGR) CEO’s Form 4 transaction an open-market sale?

The transaction was not an open-market sale. Shares were withheld by the company to satisfy tax obligations triggered by the vesting of restricted stock units, a common administrative mechanism rather than a discretionary sale into the market.

How many Ingredion (INGR) shares were withheld for taxes in this filing?

The filing shows 7,198 shares of Ingredion common stock were withheld. These shares covered applicable taxes arising from the vesting of 15,838 restricted stock units and 1,318.455 additional units from deemed dividend reinvestment on that award.

What award triggered the tax-withholding disposition for Ingredion (INGR) CEO?

The tax-withholding disposition was triggered by a restricted stock unit award. Specifically, 15,838 RSUs granted on February 15, 2023 vested, along with 1,318.455 RSUs acquired through deemed dividend reinvestment tied to that original grant.

Does this Ingredion (INGR) Form 4 indicate a change in the CEO’s ownership strategy?

The disclosure reflects routine tax withholding on vesting equity, not a strategic sale. Shares were retained by the company to pay taxes, which is standard practice when restricted stock units settle and does not itself signal a change in ownership intentions.

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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).

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

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)
02/17/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		F		7,198⁽¹⁾	D	$118.31	42,968.579	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to pay applicable taxes upon the vesting of 15,838 restricted stock units ("RSUs") granted on February 15, 2023 and 1,318.455 RSUs acquired through deemed dividend reinvestment with respect to these RSUs.

	Michael N. Levy, attorney-in-fact	02/19/2026
	** 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