Ingredion (INGR) SVP reports stock award vesting and tax share withholding

Rhea-AI Filing Summary

Ingredion Inc. executive reports stock award and tax withholding. SVP, T&HS EMEA & Asia-Pacific Michael O'Riordan acquired 1,724 shares of Ingredion common stock on February 9, 2026 at $0 per share from a vested performance share award. On the same date, 811 shares were disposed of to cover tax obligations at $119.29 per share. Following these transactions, O'Riordan directly owned 10,308.471 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)
02/09/2026

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	02/09/2026		A		1,724(1)	A	$0	11,119.471	D
Common Stock	02/09/2026		F		811(2)	D	$119.29	10,308.471(3)	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 acquired upon vesting of performance share award granted February 15, 2023. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.

2. Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 15, 2023.

3. 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	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did INGR executive Michael O'Riordan report?

Michael O'Riordan reported acquiring 1,724 shares of Ingredion common stock from a vested performance share award and disposing of 811 shares to cover taxes. These non-market transactions adjusted his direct holdings but did not represent an open-market purchase or sale.

How many Ingredion (INGR) shares does Michael O'Riordan now directly own?

After the reported transactions, Michael O'Riordan directly owns 10,308.471 shares of Ingredion common stock. This figure reflects the net result of the 1,724-share award vesting and the 811 shares withheld to satisfy tax liabilities on February 9, 2026.

Was the INGR insider transaction a stock grant or an open-market trade?

The primary transaction was a stock grant, not an open-market trade. O'Riordan received 1,724 shares upon vesting of a performance share award granted February 15, 2023, with additional criteria beyond stock price, and shares were then withheld to pay associated taxes.

Why were 811 Ingredion (INGR) shares disposed of in this Form 4?

The 811 shares were withheld to pay applicable taxes upon vesting of the February 15, 2023 performance share award. This tax-withholding disposition is coded "F" and is a common administrative mechanism rather than a discretionary sale on the open market.

What type of equity award vested for the INGR executive on February 9, 2026?

A performance share award vested for Michael O'Riordan on February 9, 2026, originally granted February 15, 2023. Vesting depended on criteria that included factors in addition to increases in Ingredion’s common stock price, leading to issuance of 1,724 shares.

Does Michael O'Riordan hold any Ingredion RSUs related to this Form 4?

His reported holdings include restricted stock units acquired through deemed dividend reinvestment. These RSUs vest on the same dates as the underlying RSUs to which the deemed dividends relate, adding to his long-term equity-based compensation position at Ingredion.