INGR Form 4: Catherine Suever Granted 321 Shares; Beneficial Ownership 6,109.127

Rhea-AI Filing Summary

Ingredion Inc. director Catherine A. Suever acquired 321 shares of common stock on 09/30/2025 at a reported price of $124.49 per share as part of the company's outside director annual retainer. Following the transaction, the reporting person beneficially owned 6,109.127 shares, which includes restricted stock units acquired through deemed dividend reinvestment; those RSUs vest on the same dates as the underlying awards. The Form 4 was signed by Michael N. Levy, attorney-in-fact, on 10/02/2025.

Positive

• Equity alignment: Director received common stock as part of the annual retainer, aligning interests with shareholders.
• Clear disclosure: Form 4 specifies transaction date, price ($124.49), amount (321 shares), and post-transaction beneficial ownership (6,109.127 shares).
• RSU mechanics disclosed: Notes clarify that deemed dividend reinvestment RSUs vest with the underlying awards, improving transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity award showing modest share acquisition and continued alignment with shareholders.

The Form 4 documents a standard equity grant to an outside director: 321 common shares issued as annual retainer at $124.49 per share, increasing beneficial ownership to 6,109.127 shares. The filing notes RSUs from deemed dividend reinvestment that vest with the underlying awards, indicating ongoing deferred compensation rather than a market-timed trade. This is routine compensation disclosure with limited impact on the company's capital structure or earnings.

Corporate Governance Expert

TL;DR: Typical governance disclosure; awards align director interests but are not material to investors.

The disclosure reflects customary governance practice of compensating outside directors with equity. The inclusion of deemed dividend reinvestment for RSUs is explicitly noted and clarifies vesting mechanics. Filing by attorney-in-fact and explicit transaction date satisfy Section 16 reporting requirements. There are no indications of unusual timing or material change in control from the reported items.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Suever Catherine A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	321	$124.49	$40K

Holdings After Transaction: Common Stock — 6,109.127 shares (Direct)

Footnotes (1)

1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Suever Catherine 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(1)	A	$124.49	6,109.127(2)	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. These are shares of common stock issued to the Company's outside directors as part of their annual retainer.

2. 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.

FAQ

What transaction did Catherine A. Suever report on Form 4 for INGR?

She acquired 321 shares of Ingredion common stock on 09/30/2025 at $124.49 per share as part of the outside director annual retainer.

How many Ingredion shares did the reporting person beneficially own after the transaction?

6,109.127 shares beneficially owned following the reported transaction, including RSUs from deemed dividend reinvestment.

What are the RSU vesting details disclosed on the Form 4?

RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest, per the explanatory note.

Who signed the Form 4 and when was it signed?

Michael N. Levy, attorney-in-fact, signed the Form 4 on 10/02/2025.

Does the filing indicate this was an open-market purchase or compensation?

The 321 shares were issued to outside directors as part of the annual retainer, indicating a compensatory issuance rather than an open-market trade.