[Form 4] Ingredion Inc Insider Trading Activity

Rhea-AI Filing Summary

Charles V. Magro, an Ingredion Inc. director, reported a non-derivative acquisition on 09/30/2025 of 532.171 shares (recorded as restricted stock units) at a reported price of $124.49 per share, bringing his beneficial ownership to 8,363.153 shares. The filing explains these are director RSUs granted as part of the annual retainer and are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter. It also notes RSUs acquired via deemed dividend reinvestment vest on the same schedule as the underlying RSUs. The form was signed by attorney-in-fact Michael N. Levy on 10/02/2025.

Positive

• Director alignment: Grant of RSUs increases the reporting person's equity stake, aligning interests with shareholders.
• Routine governance practice: Compensation granted as RSUs is a common, market-standard method for outside directors.

Negative

• Delayed payout: RSUs are not payable until at least six months after resignation and up to ten years, limiting immediate transferability.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases insider alignment without immediate liquidity or material dilution.

The transaction is a standard annual RSU retainer for an outside director, adding 532.171 RSUs and increasing reported beneficial ownership to 8,363.153 shares. From a shareholder perspective this is generally neutral-to-positive: it aligns the director with shareholder outcomes without immediate cash flow for the company. The grant price of $124.49 is the reported transaction reference and does not imply open-market purchase. Vesting and payout timing (not payable until at least six months post-resignation and up to ten years) limits near-term transferability and potential selling pressure.

Corporate Governance Expert

TL;DR: Standard governance practice: equity-based director compensation with long payout window for retention and alignment.

The filing documents customary non-employee director compensation via RSUs and clarifies deemed dividend reinvestment treatment. The extended payout window (six months post-resignation to ten years) is explicit and serves retention and governance objectives by preventing immediate conversion upon grant. This is a routine disclosure with no indication of extraordinary remuneration, related-party issues, or departures from typical compensation policies.

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^*

Magro Charles V.

(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		532.171(1)	A	$124.49	8,363.153(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 transaction did the Ingredion (INGR) Form 4 report on 09/30/2025?

The Form 4 reports that director Charles V. Magro acquired 532.171 restricted stock units on 09/30/2025 at a reported price of $124.49 per share.

How many shares does Charles V. Magro beneficially own after the reported transaction?

Following the transaction, the filing reports beneficial ownership of 8,363.153 shares.

Are the RSUs payable immediately according to the filing?

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

Do the RSUs include dividend reinvestment?

Yes. The filing states RSUs acquired through deemed dividend reinvestment vest on the same dates as the underlying RSUs.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by attorney-in-fact Michael N. Levy on 10/02/2025.