Ingredion (NYSE: INGR) director Rhonda Jordan receives 1,797 RSUs in equity retainer

Q: How many Ingredion (INGR) shares does Rhonda L. Jordan hold after this grant?

After the grant, Rhonda L. Jordan holds 28,908.62 shares. This figure includes the newly awarded restricted stock units and RSUs acquired through deemed dividend reinvestment, all reported as direct ownership of Ingredion common stock.

Q: When do Rhonda L. Jordan’s new Ingredion (INGR) RSUs vest?

The RSUs are scheduled to vest on May 19, 2027. Vesting may be accelerated at the committee’s discretion if an outside director retires, dies, becomes disabled, or if a Change in Control occurs, but otherwise follows the standard vesting schedule.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingredion Inc director Rhonda L. Jordan received a grant of 1,797 restricted stock units (RSUs) of common stock, valued at $107.34 per unit, as part of the annual equity retainer for outside directors. The award covers a short period in early 2026 plus the full 2026 annual equity retainer, reflecting a shift from calendar-year to meeting-cycle compensation. Each RSU will settle in one share of common stock and is scheduled to vest on May 19, 2027, with possible accelerated vesting upon retirement, death, disability, or a Change in Control. Following this grant, Jordan directly holds 28,908.62 shares, including RSUs acquired through deemed dividend reinvestment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jordan Rhonda L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,797	$107.34	$193K

Holdings After Transaction: Common Stock — 28,908.62 shares (Direct, null)

Footnotes (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). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full 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. Includes 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.

Key Figures

RSUs granted: 1,797 RSUs Grant valuation price: $107.34 per share Total shares after grant: 28,908.62 shares +2 more

5 metrics

RSUs granted 1,797 RSUs Grant to outside director Rhonda L. Jordan

Grant valuation price $107.34 per share Reference price for RSU award

Total shares after grant 28,908.62 shares Direct holdings following RSU grant

Vesting date May 19, 2027 Scheduled RSU vesting date

Settlement ratio 1 share per RSU RSUs settle only in common stock

Key Terms

restricted stock units ("RSUs"), annual equity retainer, deemed dividend reinvestment, 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.

annual equity retainer financial

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

deemed dividend reinvestment financial

"Includes RSUs acquired through deemed dividend reinvestment."

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 →

05/22/2026 - 02:25 PM

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^*

Jordan Rhonda L

(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)
05/20/2026

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)
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	05/20/2026		A		1,797⁽¹⁾	A	$107.34	28,908.62⁽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)
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. 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). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full 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.

2. Includes 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	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ingredion (INGR) director Rhonda L. Jordan report in this Form 4?

Rhonda L. Jordan reported receiving 1,797 restricted stock units. These RSUs are part of Ingredion’s annual equity retainer for outside directors and will settle in common stock, increasing her direct equity-based compensation tied to the company’s performance.

How many Ingredion (INGR) shares does Rhonda L. Jordan hold after this grant?

After the grant, Rhonda L. Jordan holds 28,908.62 shares. This figure includes the newly awarded restricted stock units and RSUs acquired through deemed dividend reinvestment, all reported as direct ownership of Ingredion common stock.

When do Rhonda L. Jordan’s new Ingredion (INGR) RSUs vest?

The RSUs are scheduled to vest on May 19, 2027. Vesting may be accelerated at the committee’s discretion if an outside director retires, dies, becomes disabled, or if a Change in Control occurs, but otherwise follows the standard vesting schedule.

What is the purpose of these Ingredion (INGR) RSUs granted to outside directors?

The RSUs are part of the annual equity retainer for outside directors. They compensate directors in stock-linked units, aligning their interests with shareholders and reflecting a change to a twelve-month compensation cycle tied to the annual stockholder meeting.

How are the Ingredion (INGR) RSUs from this Form 4 settled and structured?

Each RSU may be settled only in shares of common stock, one share per RSU. The grant also includes RSUs from deemed dividend reinvestment, which vest on the same dates as the underlying RSUs that generated those deemed dividends.