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INGR Insider Filing: Gregory B. Kenny Receives 321.311 RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ingredion Inc (INGR) Form 4: Gregory B. Kenny, listed as a director and Chairman of the Board, reported a non-derivative acquisition on 09/30/2025 of 321.311 shares (reported as restricted stock units) at a reported price of $124.49. The filing shows Mr. Kenny beneficially owned 65,024.721 shares following the transaction. The RSUs are described as awards to outside directors and are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter. The filing notes some RSUs were acquired through deemed dividend reinvestment and vest according to the underlying RSU vesting schedule. The document is signed by Michael N. Levy, attorney-in-fact, dated 10/02/2025.

Positive

  • None.

Negative

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Insights

TL;DR Director received routine restricted stock units as compensation; no unusual trading or disposition reported.

The reported acquisition of 321.311 restricted stock units on 09/30/2025 at a listed price of $124.49 appears to be part of the companys standard director compensation program. The filing indicates continued long-term alignment with shareholders through RSUs that vest according to scheduled dates and have delayed payout windows tied to resignation or retirement. The scale of the award relative to total outstanding shares is not provided in this form, limiting assessment of materiality.

TL;DR Compensation disclosure is consistent with standard governance practices for outside directors; RSU vesting and payout restrictions promote retention.

The Form 4 discloses that RSUs are issued to outside directors and include payout timing restrictions and deemed dividend reinvestment mechanics, which are common controls to align directors incentives with long-term shareholder value. The filing is procedural and transparent, showing no sales or pledges. Absence of additional related-party transactions or accelerated vesting disclosures suggests no governance red flags in this report alone.

Insider KENNY GREGORY B
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 321.311 $124.49 $40K
Holdings After Transaction: Common Stock — 65,024.721 shares (Direct)
Footnotes (1)
  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. 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.
Form 4 Insider Transactions: What Each Field Means →
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).
1. Name and Address of Reporting Person*
KENNY GREGORY B
(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) X Other (specify below)
Chairman of the Board
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 65,024.721(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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Gregory B. Kenny report in the INGR Form 4?

The filing reports an acquisition on 09/30/2025 of 321.311 restricted stock units at a reported price of $124.49, leaving 65,024.721 shares beneficially owned.

Are the reported securities regular stock or restricted stock units (RSUs)?

They are described as restricted stock units (RSUs) issued to outside directors and payable in stock within specified payout windows.

When can the RSUs be paid out according to the filing?

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

Does the Form 4 indicate any sales or dispositions by the reporting person?

No. The Form 4 shows an acquisition (code A) and does not report any dispositions in this filing.

Who signed the Form 4 and when was it signed?

The form is signed by Michael N. Levy, attorney-in-fact and dated 10/02/2025.