Ingredion (NYSE: INGR) SVP logs tax-withholding disposition of company shares

Rhea-AI Filing Summary

Ingredion Inc senior vice president Michael O'Riordan reported a small tax-related share disposition under a compensation plan. On the reported date, 240 shares of common stock were withheld at $118.31 per share to cover taxes due when restricted stock units vested.

The tax withholding related to the vesting of 470 restricted stock units granted on February 15, 2023, plus 39.128 units acquired through deemed dividend reinvestment on those awards. After this automatic disposition, O'Riordan directly holds 10,068.471 shares of Ingredion common stock.

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).

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^*

O'Riordan Michael

(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, T&HS EMEA & Asia-Pacific

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		240(1)	D	$118.31	10,068.471	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 470 restricted stock units ("RSUs") granted on February 15, 2023 and 39.128 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
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FAQ

What did Ingredion (INGR) executive Michael O'Riordan report on this Form 4?

Michael O'Riordan reported a tax-related share disposition. 240 Ingredion common shares were withheld to satisfy taxes due on vesting restricted stock units, reflecting an automatic compensation-plan event rather than an open-market stock sale.

How many Ingredion (INGR) shares were involved in O'Riordan's tax withholding?

The filing shows 240 Ingredion common shares were withheld. These shares were used to pay applicable taxes triggered by the vesting of restricted stock units granted as part of O'Riordan's equity compensation.

At what price were the withheld Ingredion (INGR) shares valued in the Form 4?

The 240 withheld shares were valued at $118.31 per share. This value is used to determine the total tax withholding amount associated with the vesting restricted stock units reported in the transaction.

How many restricted stock units vested for Ingredion (INGR) executive Michael O'Riordan?

The Form 4 notes that 470 restricted stock units vested. An additional 39.128 units had been acquired through deemed dividend reinvestment on these awards, and shares were withheld to cover the resulting tax obligations.

How many Ingredion (INGR) shares does Michael O'Riordan hold after this Form 4 transaction?

After the reported tax-withholding transaction, O'Riordan directly holds 10,068.471 shares of Ingredion common stock. This figure reflects his updated direct ownership position following the automatic share disposition to satisfy tax requirements.

Was Michael O'Riordan’s Ingredion (INGR) Form 4 an open-market stock sale?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. Shares were automatically withheld to pay taxes when restricted stock units vested as part of O'Riordan's equity compensation package.