INGR Form 4: Executive Receives 27.027 Phantom Stock Units

Rhea-AI Filing Summary

Ingredion Inc (INGR) Form 4: Michael J. Leonard, SVP, CIO & Head of Prot. Fort., was allocated 27.027 phantom stock units under the companys SERP effective 09/30/2025. The filing states each phantom stock unit represents the right to receive one share of common stock and the allocation was calculated using the closing price of Ingredion common stock on 09/30/2025 of $122.11. The table reports 393.198 shares as the amount of common stock beneficially owned following the transaction. The Form 4 was signed by attorney-in-fact Michael N. Levy on 10/01/2025.

Positive

• Transparent compensatory disclosure showing the phantom stock allocation and valuation basis
• Clear statement that each phantom unit represents the right to receive one common share

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received a small grant of 27.027 phantom units convertible to common shares, increasing reported beneficial ownership to 393.198 shares.

The disclosure is a routine executive compensation allocation under the SERP showing non-cash phantom stock credited to the reporting officer. The allocation used the closing share price of $122.11 on 09/30/2025 to value the award. This is a compensatory, not market trading, transaction and does not indicate a sale or purchase of open-market shares. The incremental economic exposure is limited to the 27.027 phantom units disclosed.

Corporate Governance Expert

TL;DR: This Form 4 documents a plan-based phantom stock award under the SERP; it is a standard compensation disclosure with limited material impact.

The filing clearly states the phantom units are plan-issued rights to receive common shares and reports the post-allocation beneficial ownership figure. There is no indication of disposition, market-sale activity, or change in control implications. For governance monitoring, note award timing (09/30/2025) and valuation basis ($122.11 closing price) for comparability with peer executive pay disclosures.

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).

1. Name and Address of Reporting Person^*

Leonard Michael J

(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, CIO & Head of Prot. Fort.

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

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
Phantom Stock	(1)	09/30/2025		A		27.027		(1)	(1)	Common Stock	27.027	$122.11	393.198	D

Explanation of Responses:

1. Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of the date hereof based on the closing price of a share of the issuer's Common Stock on September 30, 2025. Each phantom stock unit represents the right to receive one share of common stock.

	Michael N. Levy, attorney-in-fact	10/01/2025
	** 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 Ingredion insider Michael J. Leonard report on Form 4 (INGR)?

The Form 4 reports an allocation of 27.027 phantom stock units under the company SERP effective 09/30/2025.

How was the phantom stock valued on the Form 4 for INGR?

The allocation was valued using the closing price of $122.11 per share on 09/30/2025.

How many shares does the Form 4 say the reporting person beneficially owned after the transaction?

The table reports 393.198 shares as the amount of common stock beneficially owned following the reported transaction(s).

Does the Form 4 indicate an open-market purchase or sale by the insider?

No. The filing documents a compensatory allocation of phantom stock, not an open-market trade.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by attorney-in-fact Michael N. Levy on 10/01/2025.