Ingredion (INGR) SVP logs performance share vesting and tax share disposal

Rhea-AI Filing Summary

Ingredion senior executive Larry Fernandes, SVP and Chief Commercial & Sustainability Officer, reported equity compensation activity in Ingredion Inc. common stock. On February 9, 2026, he acquired 5,220 shares at $0 upon vesting of a performance share award granted on February 15, 2023.

On the same date, 1,590 shares were disposed of at $119.29 to cover tax obligations tied to that vesting. After these transactions, Fernandes directly beneficially owned 35,685.112 shares of Ingredion common stock, which includes restricted stock units obtained through deemed dividend reinvestment.

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^*

Fernandes Larry

(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)
	SVP, Chief Comm & Sust Officer

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		5,220(1)	A	$0	37,275.112	D
Common Stock	02/09/2026		F		1,590(2)	D	$119.29	35,685.112(3)	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 Larry Fernandes?

Ingredion reported that SVP Larry Fernandes acquired 5,220 shares of common stock through the vesting of a performance share award. On the same day, 1,590 shares were withheld and disposed of to pay related tax liabilities, leaving him with 35,685.112 shares directly owned.

Was the Ingredion (INGR) insider transaction a stock purchase or compensation vesting?

The activity reflects compensation vesting, not an open-market purchase. Shares were acquired at $0 upon vesting of a performance share award granted February 15, 2023, with a portion of shares automatically withheld and disposed of to satisfy tax obligations due at vesting.

How many Ingredion (INGR) shares does Larry Fernandes own after this Form 4?

After the reported transactions, Larry Fernandes directly beneficially owned 35,685.112 shares of Ingredion common stock. This figure includes restricted stock units that were acquired through deemed dividend reinvestment and that vest along with the underlying RSU awards over time.

What price was used to withhold Ingredion (INGR) shares for taxes?

To cover tax liabilities from the vesting performance share award, 1,590 Ingredion common shares were disposed of at $119.29 per share. This disposition was coded as a tax-withholding transaction rather than an open-market sale by the executive himself.

What is the source of the 5,220 Ingredion (INGR) shares acquired by Larry Fernandes?

The 5,220 shares were acquired upon vesting of a performance share award originally granted on February 15, 2023. Vesting was based on performance criteria, including measures beyond just the increase in Ingredion’s common stock market price over the award period.

Do Larry Fernandes’ reported holdings in Ingredion (INGR) include RSUs?

Yes. The reported 35,685.112 shares of beneficial ownership include restricted stock units obtained through deemed dividend reinvestment. These reinvested RSUs vest on the same schedule as the underlying RSU awards to which the associated dividends relate.