Ingredion (NYSE: INGR) CFO stock withheld to cover tax bill

Rhea-AI Filing Summary

Ingredion Inc Executive VP and CFO James D. Gray reported a routine tax-related share disposition. On the vesting of 3,527 restricted stock units granted in February 2023, plus 293.613 additional units from deemed dividend reinvestment, 1,603 shares of common stock were withheld at $118.31 per share to cover applicable taxes.

This Form 4 reflects a tax-withholding disposition rather than an open-market sale, meaning shares were retained by the company to satisfy Mr. Gray’s tax obligations associated with equity compensation.

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^*

Gray James D

(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)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		1,603(1)	D	$118.31	31,656.328	D
Common Stock								31,088	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. Shares withheld to pay applicable taxes upon the vesting of 3,527 restricted stock units ("RSUs") granted on February 15, 2023 and 293.613 RSUs acquired through deemed dividend reinvestment with respect to these RSUs.

	Michael N. Levy, attorney-in-fact	02/19/2026
	** 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.

FAQ

What insider transaction did Ingredion (INGR) report for James D. Gray?

Ingredion reported that CFO James D. Gray had 1,603 shares of common stock withheld to cover taxes on vested restricted stock units. This was a tax-withholding disposition, not an open-market trade, tied to previously granted equity compensation.

How many Ingredion (INGR) shares were withheld for James D. Gray’s taxes?

A total of 1,603 Ingredion common shares were withheld to pay applicable taxes. The withholding occurred when restricted stock units vested, using shares instead of cash to satisfy the tax obligation associated with the equity award.

What equity awards triggered the tax withholding for Ingredion’s CFO?

The withholding was triggered by the vesting of 3,527 restricted stock units granted on February 15, 2023, plus 293.613 additional RSUs from deemed dividend reinvestment. These awards together led to the tax obligation settled in shares.

Was the Ingredion (INGR) CFO’s Form 4 a market sale of shares?

No, the Form 4 describes a tax-withholding disposition, not a market sale. Shares were retained to cover taxes due on vesting restricted stock units, a common mechanism in stock-based compensation programs for senior executives.

What does transaction code F mean in the Ingredion (INGR) Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, 1,603 Ingredion shares were withheld from James D. Gray to satisfy tax obligations arising from vested restricted stock units.