Ingredion (INGR) outside director granted 1,516 RSUs as 2026 equity retainer

Rhea-AI Filing Summary

Escoe T. Kenneth reported acquisition or exercise transactions in this Form 4 filing.

Ingredion Inc director T. Kenneth Escoe received a grant of 1,516 restricted stock units as part of the company’s outside director annual equity retainer. The RSUs, which may be settled in one share of common stock each, are valued at $98.97 per unit and will vest on May 19, 2027, aligning compensation with the annual stockholder meeting cycle.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Escoe T. Kenneth

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,516	$98.97	$150K

Holdings After Transaction: Common Stock — 1,516 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 1,516 units Grant value per unit: $98.97 per RSU Shares after grant: 1,516 shares +1 more

4 metrics

RSUs granted 1,516 units Restricted stock units granted to outside director Escoe

Grant value per unit $98.97 per RSU Reference price per restricted stock unit granted

Shares after grant 1,516 shares Total common stock equivalents following this RSU award

Vesting date May 19, 2027 Scheduled vesting date for the RSU award

Key Terms

restricted stock units ("RSUs"), Stock Incentive Plan, annual equity retainer, Change in Control

4 terms

restricted stock units ("RSUs") financial

"These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Stock Incentive Plan financial

"issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

annual equity retainer financial

"represents the applicable prorated value of the outside directors' 2026 annual equity retainer"

Change in Control financial

"subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 02:26 PM Accepted by SEC EDGAR 07/02/2026 - 02:25 PM Learn about SEC filing dates

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^*

Escoe T. Kenneth

(Last) (First) (Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER ILLINOIS 60154

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		A		1,516(1)	A	$98.97	1,516	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 restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). This grant represents the applicable prorated value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control.

	Michael N. Levy, attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ingredion (INGR) director T. Kenneth Escoe report on this Form 4?

T. Kenneth Escoe reported receiving 1,516 restricted stock units as part of Ingredion’s outside director compensation. These RSUs are a stock-based award, not an open-market share purchase, and are tied to the company’s annual equity retainer program for directors.

How many shares did Ingredion (INGR) grant to director Escoe and at what value?

Ingredion granted Escoe 1,516 restricted stock units with a reference value of $98.97 per unit. Each RSU can be settled in one share of common stock, representing stock-based compensation rather than a cash salary component for his board service.

When do T. Kenneth Escoe’s Ingredion (INGR) RSUs vest?

Escoe’s 1,516 restricted stock units are scheduled to vest on May 19, 2027. Vesting is tied to his service as an outside director, with potential acceleration at retirement, death, disability, or a qualifying Change in Control if the compensation committee so decides.

Are Escoe’s Ingredion (INGR) RSUs settled in cash or stock?

The RSUs may be settled only in shares of Ingredion common stock, at one share per RSU. This structure links Escoe’s compensation directly to shareholder value, providing equity exposure instead of cash-based settlement for this portion of his director retainer.

Is this Ingredion (INGR) Form 4 a market purchase of shares by the director?

No, this Form 4 reflects a grant of 1,516 restricted stock units as compensation, not an open-market share purchase. The award comes under Ingredion’s stock incentive plan for outside directors as a prorated portion of the 2026 annual equity retainer.