INGR: Director Victoria Reich Granted 321.311 RSUs; Ownership 18,965.477

Rhea-AI Filing Summary

Victoria Reich, a director of Ingredion Inc. (INGR), acquired 321.311 restricted stock units (RSUs) on 09/30/2025 at a reported price of $124.49 per share as part of the company’s annual director retainer. After the transaction she is recorded as beneficially owning 18,965.477 shares, which includes RSUs received through deemed dividend reinvestment. The RSUs are payable in stock and are subject to a holding schedule: they cannot be paid earlier than six months after resignation or retirement as a director and no later than ten years thereafter. Deemed-dividend RSUs vest on the same dates as the underlying RSUs.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation delivered as RSUs; standard deferral and dividend-reinvestment terms.

The reported grant to an outside director aligns with common board compensation practices: annual equity retainer delivered as restricted stock units with deferral provisions and dividend-reinvestment mechanics. The six-month post-resignation payment restriction and ten-year maximum payout window are conservative deferral features that can help align director incentives with long-term shareholder interests. This filing does not indicate any change in control, special one-time award, or accelerated vesting conditions.

Financial Analyst

TL;DR: Transaction is routine and immaterial to company financials or control structure.

The transaction records a modest grant of 321.311 RSUs at $124.49, increasing the reporting person’s beneficial ownership to 18,965.477 shares. For a company of Ingredion’s size, this level of director compensation is unlikely to materially affect share count, dilution, or financial statements. The inclusion of RSUs from deemed dividend reinvestment clarifies that dividend equivalents are being capitalized into additional restricted units, which follow the vesting schedule of the underlying awards.

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
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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^*

REICH VICTORIA

(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		321.311(1)	A	$124.49	18,965.477(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 restricted stock units issued to the Company's outside directors as part of their annual retainer and are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.

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 did Victoria Reich acquire from Ingredion (INGR)?

She acquired 321.311 restricted stock units (RSUs) on 09/30/2025 at a reported price of $124.49 per share.

How many shares does Victoria Reich beneficially own after the transaction?

The filing reports 18,965.477 shares beneficially owned following the reported transaction.

Are there any restrictions on when the RSUs are paid out?

Yes. The RSUs are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter.

What are the RSUs acquired through deemed dividend reinvestment?

The filing states that RSUs acquired through deemed dividend reinvestment vest on the same dates as the underlying RSUs and are included in the reported ownership total.

Does this Form 4 indicate any sale or disposal of shares by the director?

No. The Form 4 reports an acquisition (A) of RSUs; there is no sale or disposal reported.